Form 8-K Pono Capital Corp For: Aug 10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On July 29, 2022, Pono Capital Corp, a Delaware corporation (the “Company”), entered into a Private Placement Unit Purchase Agreement, dated August 10, 2022, between the Company and Mehana Capital LLC (“Mehana Capital”), pursuant to which Mehana Capital purchased an aggregate of 115,000 placement units, each consists of one share of Class A common stock, $0.000001 par value per share, and three-quarters of one warrant, each whole Placement Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (the “Placement Units”), creating proceeds to the Company of $1,150,000 to be deposited into trust as described below. This description is qualified in its entirety by reference to the full text of the agreement, which is incorporated by reference herein and filed as Exhibit 10.6.
Item 3.02. Unregistered Sales of Equity Securities.
Pursuant to the Private Placement Unit Purchase Agreement, the Company completed the private sale of an aggregate of 115,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act. The Placement Units, which were purchased by Mehana Capital, are substantially similar to the private placement units sold simultaneously with the Company’s initial public offering.
Item 8.01. Other Events.
On August 10, 2022, the Company issued a press release announcing that it has caused to be deposited $1,150,000 into the Company’s Trust account for its public stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by three months from August 13, 2022 to November 11, 2022 (the “Extension”). The Extension is permitted under the Company’s governing documents.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.6 | Private Placement Unit Purchase Agreement, dated August 10, 2022 |
| 99.1 | Press Release dated August 10, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PONO CAPITAL CORP | ||
| By: | /s/ Dustin Shindo | |
| Name: | Dustin Shindo | |
| Title: | Chief Executive Officer | |
Date: August 10, 2022
Exhibit 10.6
8-Pono Capital Corp
643 Ilalo Street
Honolulu, Hawaii 96813
August 10, 2022
Ladies and Gentlemen:
Pono Capital Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), may extend the date on which it must wind-up and liquidate pursuant to its organizational documents, for up to two 3-month periods by depositing $1,150,000 per extension (each, an “Extension Fee”) into the Company’s trust account with Continental Stock Transfer & Trust Company (the “Trustee”).
Mehana Capital LLC (“Mehana Capital”) has agreed to pay the Extension Fees as necessary, to extend the date of the Company’s wind-up and liquidation. Accordingly, Mehana Capital hereby commits that it will purchase 115,000 units of the Company (“Private Units”), each Private Unit consisting of one share of Class A common stock of the Company, par value $0.000001 per share (the “Class A Common Stock”), and three-quarters of one warrant (the “Warrants”), with each whole warrant entitling its holder to purchase one (1) share of Class A Common Stock, for an aggregate purchase price of $1,150,000 (the “Private Unit Purchase Price”), to be paid directly to the Trustee to fund the first Extension Fee.
On or before August 10, 2022, Mehana Capital will cause the Private Unit Purchase Price to be delivered to the Trustee, by wire transfer as set forth in the instructions attached as Exhibit A to be held in the Trust Account.
Each of the Company, and the undersigned acknowledges and agrees that the Trustee is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Private Units and the Trustee’s sole obligation under this letter agreement is to act with respect to holding and disbursing the Private Unit Purchase Price as described above. The Trustee shall not be liable to the Company, or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless the Trustee has acted in a manner constituting gross negligence or willful misconduct. The Company and the undersigned shall indemnify the Trustee against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct. The Trustee may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Private Units will be identical to the units sold by the Company in the IPO. Additionally, the undersigned agrees:
| ● | to vote the shares of Class A Common Stock included in the Private Units in favor of any proposed Business Combination; | |
| ● | not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s shares of Class A Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate an initial Business Combination as described in more detail in the prospectus included in the Registration Statement), unless the Company provides the holders of shares of Class A Common Stock sold in the IPO with the opportunity to redeem their shares of Class A Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount of the Trust Account, including interest earned on Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding shares of Class A Common Stock sold in the IPO; |
| ● | not to convert any shares of Class A Common Stock included in the Private Units into the right to receive cash from the Trust Account in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended and Restated Certificate of Incorporation, and not to tender the Private Units in connection with a tender offer conducted prior to the closing of a Business Combination; | |
| ● | the undersigned will not participate in any liquidation distribution with respect to the Private Units (but will participate in liquidation distributions with respect to any units or shares of Class A Common Stock purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination; and | |
| ● | that the Private Units, and underlying securities will not be transferable until after the consummation of a Business Combination except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees, (ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation of a Business Combination, in each case (except for clause vii) where the transferee agrees to the terms of the transfer restrictions. |
The undersigned hereby represents and warrants that:
| (a) | it has been advised that the Private Units have not been registered under the Securities Act; | |
| (b) | it will be acquiring the Private Units for its account for investment purposes only; | |
| (c) | it has no present intention of selling or otherwise disposing of the Private Units in violation of the securities laws of the United States; | |
| (d) | it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; | |
| (e) | it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder; | |
| (f) | it is familiar with the proposed business, management, financial condition and affairs of the Company; | |
| (g) | it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions contemplated in this letter; and | |
| (h) | this letter constitutes its legal, valid and binding obligation, and is enforceable against it. |
This letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Private Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the same.
| Very truly yours, | ||
| MEHANA CAPITAL LLC | ||
| By: | /s/ Dustin Shindo | |
| Name: | Dustin Shindo | |
| Title: | Manager | |
| Accepted and Agreed: | ||
| PONO CAPITAL CORP | ||
| By: | /s/ Dustin Shindo | |
| Name: | Dustin Shindo | |
| Title: | Chief Executive Officer | |
Exhibit A
Trustee
Wire Instructions
Bank Name:
Bank Address:
Account Name:
Account Number:
Routing/ABA Number:
Reference:
Exhibit 99.1
Pono Capital Corp Confirms Funding to Extend Period to Consummate Initial Business Combination
Honolulu, Hawaii – August 10, 2022 – Pono Capital Corp (the “Company”) (Nasdaq: PONO), a special purpose acquisition company, today announced that Mehana Capital LLC, an affiliate of Mehana Equity LLC (the “Sponsor”), has deposited $1,150,000 into the Company’s Trust Account for its public stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by three months from August 13, 2022 to November 11, 2022 (the “Extension”). The Extension is permitted under the Company’s governing documents.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
Dustin Shindo
Pono Capital Corp
(808) 892-6611
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