Pono Capital Four, Inc. filed an 8-K under Item 1.01 reporting entry into a Merger Agreement dated August 5, 2026 with Pono Four Merger Sub, Inc. and Blackstar Orbital Technologies Corporation. Exhibit 2.1 is the merger agreement; support and lock-up forms are also furnished. Structure is a post-domestication reverse merger: PONO migrates Cayman to Delaware at least one business day before effective time, Merger Sub merges into Blackstar, Blackstar survives as a wholly owned subsidiary, and PONO is renamed Blackstar Orbital Corporation. Blackstar is described as an aerospace company focused on reusable spacecraft, orbital transport, reentry, and related services. Consideration to Blackstar equityholders is an aggregate number of parent common shares equal to $380,000,000 divided by the redemption price. About 25% of that aggregate is escrowed for six years for indemnification and litigation. An equity incentive reserve of up to 6,000,000 parent shares sits on top of, and does not reduce, merger consideration. Company options roll on a conversion-ratio basis; convertible notes convert into company preferred or common immediately before effective time per their terms. On close-path, the filing puts a live DA on the tape with customary gates: PONO and Blackstar shareholder approvals, effective S-4, Nasdaq or other national listing approval for parent common, completed domestication, HSR clearance, no blocking law/order, and delivery of registration-rights, lock-up, non-compete, equity plan, and employment agreements. Parent outside date is December 31, 2026; company outside date is March 31, 2027. Sponsor (Mehana Ventures LLC) and named company stockholders are under support agreements to vote for the deal and against alternatives. Management of Blackstar is expected to run the pubco; board is five seats (three company, one independent sponsor, one mutual independent). On cash and rights, the 8-K does not state trust balance, redemption price dollars, a minimum-cash condition, or any PIPE/backstop. Redemptions remain the path variable into closing. Domestication mechanics restate outstanding rights as rights to acquire one-fifth of one parent common share on consummation of the initial business combination; units separate into one share and one such right. No fractional parent shares; cash in lieu at the redemption price. What the filing does not say: no S-4 filed yet (expected as promptly as practicable); company audited FY2024/2025 and reviewed H1 2026 financials are covenanted for delivery by August 31, 2026 for the S-4 but are not included here; lock-up duration is by form only; no quantified sources-and-uses, no working-capital or net-debt peg beyond the $380M base equity construct, and no stated closing date beyond conditionality and the outside dates.

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