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
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Registrant’s
telephone number, including area code:
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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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growth company
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, Pono Capital Corp, a Delaware corporation (“Pono”), entered into Agreement and Plan of Merger, dated as of March 17, 2022 (the “Business Combination Agreement”), by and among Pono, Pono Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pono, Benuvia, Inc., a Delaware corporation (“Benuvia”), Mehana Equity, LLC, in its capacity as Purchaser Representative, and Shannon Soqui, in his capacity as Seller Representative.
On August 8, 2022, Pono and Benuvia entered into that certain Termination Agreement (the “Termination Agreement”) pursuant to which Pono and Benuvia mutually agreed to terminate the Business Combination Agreement pursuant to Section 8.1(a) thereof. Except as otherwise set forth in the Business Combination Agreement, none of the Contracting Parties shall have any further liability thereunder. Neither party will be required to pay the other a termination fee as a result of the mutual decision to enter into the Termination Agreement.
The termination of the Business Combination Agreement also terminates and makes void the Voting and Support Agreements (as defined in the Business Combination Agreement) and the Purchaser Support Agreement (as defined in the Business Combination Agreement), each of which were executed concurrently with the Business Combination Agreement.
The foregoing descriptions of the Business Combination Agreement, the Voting and Support Agreements, and the Purchaser Support Agreement, are not complete and are qualified in their entirety by reference to and the terms and conditions of, respectively, (i) the Business Combination Agreement, a copy of which was previously filed as Exhibit 2.1 to Pono’s Current Report on Form 8-K on May 9, 2022, (ii) the Form of Voting and Support Agreement, a copy of which was previously filed as Exhibit 10.2 to Pono’s Current Report on Form 8-K on May 9, 2022, (iv) and the Form of Purchaser Support Agreement, a copy of which was previously filed as Exhibit 10.1 to Pono’s Current Report on Form 8-K on May 9, 2022.
Item 8.01. Other Events.
On August 10, 2022, Pono issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 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 | |
| Dated: August 10, 2022 | ||
Exhibit 99.1
Pono Capital Corp Announces Termination of Merger Agreement with Benuvia, Inc.
Honolulu, Hawaii – August 10, 2022 – Pono Capital Corp (NASDAQ: PONO) (the “Company” or “Pono”), a special purpose acquisition company, announced today that it has terminated its previously announced agreement and plan of merger (the “Business Combination Agreement”) with Benuvia, Inc. (“Benuvia”), by mutual agreement of all relevant parties. As a result, Pono will seek an alternative business combination.
About Pono Capital Corp
Pono is a blank check company formed for the purpose of effecting a business combination with one or more businesses. In August 2021, Pono consummated a $116 million initial public offering of 11.6 million units (reflecting the underwriters’ exercise of their over-allotment option in full), each unit consisting of one of the Company’s Class A ordinary shares and three-quarters of one warrant, each whole warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Pono’s securities are listed on Nasdaq under the ticker symbols PONOU, PONO and PONOW. Although there was no restriction or limitation on what industry or geographic region its targets operated in, Pono pursued prospective targets that provide technological innovation in a range of traditionally managed industries with particular emphasis on the financial services industry.
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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