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PONOR

PONO 10-Q: post-IPO shell, $121.2mm trust (~$10.10), 18-mo window; no DA; rights 1/5

2026-08-11 · Pono Capital Four

Pono Capital Four, Inc. filed a Form 10-Q for the quarter ended June 30, 2026 (filed August 11, 2026). The registrant is a Cayman blank-check company sponsored by Mehana Ventures LLC; activity remains formation and IPO-related only. IPO closed March 16, 2026: 12,000,000 public units at $10.00 ($120,000,000). Each unit is one Class A ordinary share plus one right to receive one-fifth of one Class A share on consummation of an initial business combination. Concurrent private placement: 190,000 units at $10.00 ($1,900,000) to the sponsor and one institutional investor. Over-allotment expired; 771,429 Class B founder shares forfeited May 5, 2026, leaving 5,142,857 Class B outstanding. As of August 11, 2026 share count: 12,205,000 Class A and 5,142,857 Class B. Trust held $121,239,046 in cash and marketable securities at June 30, 2026; 12,000,000 Class A shares are carried at redemption value of approximately $10.10. Operating cash outside trust was $335,344; working capital $398,980. Deferred underwriting commissions remain $2,500,000. On May 6, 2026 the company issued a business-combination promissory note allowing borrowings up to $100,000 from the sponsor; working-capital loans of up to $1,500,000 are also available. Completion window is 18 months from the IPO closing. Redemption mechanics and trust release conditions are standard (business combination, failure within the window, or certain charter amendments). Sponsor and insiders waived redemption and liquidating distributions on founder/private shares per the letter agreement. Close-path (Pulse): pre-deal. No business combination agreement, target, LOI, S-4, or shareholder vote is disclosed. Cash (V) is the trust balance at ~$10.10 per redeemable Class A; rights remain 1-for-5 into Class A only if a combination closes. Going-concern language cites insufficient resources for one year without a deal and states plans rest on completing a combination, with no assurance of success. The filing does not name a target, announce definitive terms, report extensions, redemptions, or liquidation steps, or update the combination timeline beyond the stated 18-month window.

Conversion 1/5