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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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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Item 1.01. Entry into a Material Definitive Agreement.
On March 12, 2026, the registration statement on Form S-1 (File No. 333-293120) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Pono Capital Four, Inc., a Cayman Islands exempted company (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”).
On March 12, 2026, the Company consummated its IPO, which consisted of 12,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one right to receive one-fifth of one Class A ordinary share (each, a “Share Right”) at the closing of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $120,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements, filed with the SEC:
| ● | Underwriting Agreement, dated March 12, 2026, by and between the Company and D. Boral Capital LLC, as representative of the underwriters in the IPO (“D. Boral”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| ● | Rights Agreement, dated as of March 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as right agent, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference; |
| ● | Letter Agreement, dated March 12, 2026, by and among the Company, Mehana Ventures LLC (the “Sponsor”), the Private Placement Investor and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference; |
| ● | Investment Management Trust Agreement, dated as of March 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference; |
| ● | Registration Rights Agreement, dated as of March 12, 2026, by and among the Company, Mehana Ventures LLC and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference; |
| ● | Private Placement Units Purchase Agreement, dated March 12, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference; |
| ● | Founder Shares and Private Placement Units Purchase Agreement, dated March 7, 2026, by and between the Company and the Private Placement Investor (as defined below), a copy of which is attached as Exhibit 10.5 and incorporated herein by reference; |
| ● | Indemnity Agreement, dated as of March 12, 2026, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.6 and incorporated herein by reference; and |
| ● | Administrative Services Agreement, dated March 12, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 and incorporated herein by reference. |
As of March 16, 2026, a total of $120,000,000 of the net proceeds from the IPO and the Private Placement (as defined below), which amount included up to $2,500,000 in deferred underwriting commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders.
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 190,000 units (the “Private Units”) to the Sponsor and a certain institutional investor (the “Private Placement Investor”), at a price of $10.00 per Private Unit, generating total proceeds of $1,900,000. Each Private Unit consists of one Class A Ordinary Share and one share right to receive one-fifth of one Class A Ordinary Share at the closing of the initial business combination. Of those 190,000 Private Units, the Sponsor purchased 160,000 Private Units and the Private Placement Investor purchased 30,000 Private Units.
The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 12, 2026, in connection with the IPO, Darryl Nakamoto, Mike Sayama, Davin Kazama and Adam Bauer were appointed to the board of directors of the Company as independent directors. Effective March 12, 2026, Darryl Nakamoto, Mike Sayama, Davin Kazama and Adam Bauer were appointed to the Board’s Audit Committee (with Mr. Nakamoto serving as chair of the Audit Committee) and the Board’s Compensation Committee (with Mr. Sayama serving as chair of the Compensation Committee).
Following the appointment of Darryl Nakamoto, Mike Sayama, Davin Kazama and Adam Bauer, the Board is comprised of a single class of directors each of whose terms will expire at the Company’s fourth annual meeting of shareholders.
On March 12, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.6, herewith.
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On March 12, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01. Other Events.
On March 12, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On March 16, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
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SIGNATURES
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.
| Dated: March 16, 2026 | ||
| Pono Capital Four, Inc. | ||
| By: | /s/ Dustin Shindo | |
| Name: | Dustin Shindo | |
| Title: | Chief Executive Officer | |
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