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