0001474506-22-000138.txt : 20221114
0001474506-22-000138.hdr.sgml : 20221114
20221114165000
ACCESSION NUMBER: 0001474506-22-000138
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20220410
FILED AS OF DATE: 20221114
DATE AS OF CHANGE: 20221114
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shindo Dustin M
CENTRAL INDEX KEY: 0001321269
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40734
FILM NUMBER: 221386950
MAIL ADDRESS:
STREET 1: HOKU CORPORATION
STREET 2: 1288 ALA MOANA BLVD STE 220
CITY: HONOLULU
STATE: HI
ZIP: 96814
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Pono Capital Corp
CENTRAL INDEX KEY: 0001855631
STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721]
IRS NUMBER: 862049355
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 643 ILALO STREET
CITY: HONOLULU
STATE: HI
ZIP: 96813
BUSINESS PHONE: 202-935-3390
MAIL ADDRESS:
STREET 1: 643 ILALO STREET
CITY: HONOLULU
STATE: HI
ZIP: 96813
FORMER COMPANY:
FORMER CONFORMED NAME: PONO Capital Corp
DATE OF NAME CHANGE: 20210407
4/A
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4/A
2022-04-10
2022-11-14
0
0001855631
Pono Capital Corp
PONO
0001321269
Shindo Dustin M
C/O PONO CAPITAL CORP
643 ILALO STREET
HONOLULU
HI
96813
1
1
1
0
Chief Executive Officer
Class A Common Stock
2022-08-10
4
A
0
115000
10
A
115000
I
See footnote 3
Class A Common Stock
2022-11-09
4
A
0
57500
10
A
172500
I
See footnote 3
These represent shares of Class A common stock, par value $0.000001 per share (the "Class A Common Stock"), of Pono Capital Corp. (the "Issuer") underlying units acquired pursuant to a securities subscription agreement dated as of August 10, 2022, by and between the Issuer and Mehana Capital Corp. LLC ("Mehana Capital"). Under the securities subscription agreement, Mehana Capital purchased 115,000 placement units at a purchase price of $10.00 per placement unit. Each placement unit consists of one share of Class A Common Stock and three-quarters of one warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock of the Company at an exercise price of $11.50 per share, contingent upon the occurrence of certain events as described in the prospectus for the Issuer's initial public offering.
These represent shares of Class A Common Stock of the Issuer underlying placement units acquired pursuant to a securities subscription agreement dated as of November 9, 2022, by and between the Issuer and Mehana Capital. Under the securities subscription agreement, Mehana Capital purchased 57,500 placement units at a purchase price of $10.00 per placement unit. Each placement unit consists of one share of Class A Common Stock and three-quarters of one warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock of the Company at an exercise price of $11.50 per share, contingent upon the occurrence of certain events as described in the prospectus for the Issuer's initial public offering.
Mr. Shindo is the managing member of Mehana Capital, shares voting and dispositive control of the shares by Mehana Capital with other members, and may be deemed the beneficial owner of such shares. Mr. Shindo disclaims any beneficial ownership of the securities held by Mehana Capital other than to the exten of any pecuniary interest he may have therein, directly or indirectly.
/s/ Dustin Shindo, by Nelson Mullins Riley & Scarborough with Power of Attorney
2022-11-14
EX-24
2
poa1.txt
POWER OF ATTORNEY
POWER OF ATTORNEY
Know all by these presents, that the undersigned, Dustin Shindo, having a
business address of 643 Ilalo Street, Honolulu, Hawaii 96813, and a business
telephone number of (808) 892-6611, hereby constitutes and appoints each of
Andy M. Tucker, Esq., Gavin Beske, Esq., Alex Reilly, and each of them acting
alone, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, or 10% or more stockholder, as applicable,
of Pono Capital Corp (the "Company"), Forms ID, 3, 4, 5, Update Passphrase
Acknowledgement (and any amendments thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "1934 Act") and
Schedule 13D and/or Schedule 13G (and any amendment thereto) in accordance
with the 1934 Act, and the rules promulgated thereunder; (2) do and perform
any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form ID, 3, 4, 5, Update Passphrase
Acknowledgement and Schedule 13D and/or Schedule 13G (and any amendments
thereto) and to file timely such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and (3) take
any other action of any type whatsoever in connection with the forgoing which
in the opinion of such attorney-in-fact may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are notassuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the 1934 Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4, 5 and Schedule 13D
and Schedule 13G with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of November 2022.
Pono Capital Corp
By: /s/ Dustin Shindo
Dustin Shindo, Chief Executive Officer