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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on September 7, 2022, Pono Capital Corp. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Pono Merger Sub, Inc., AERWINS Technologies, Inc. (“AERWINS”), Mehana Equity, LLC (the “Sponsor”), in its capacity as Purchaser Representative, and Shuhei Komatsu, in his capacity as Seller Representative.
(a) | On November 9, 2022, the Company entered into a Private Placement Unit Purchase Agreement (the “Mehana Agreement”), dated November 9, 2022, between the Company and Mehana Capital LLC (“Mehana Capital”) an affiliate of the Sponsor, pursuant to which Mehana Capital purchased an aggregate of 57,500 placement units, each consists of one share of Class A common stock, $0.000001 par value per share, and three-quarters of one warrant, each whole Placement Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (the “Placement Units”), creating proceeds to the Company of $575,000 to be deposited into trust as described below in Item 8.01. This description is qualified in its entirety by reference to the full text of the Mehana Agreement, which is incorporated by reference herein and filed as Exhibit 10.6. |
(b) | On November 9, 2022, the Company entered into a Private Placement Unit Purchase Agreement (the “AERWINS Agreement”, and together with the Mehana Agreement, the “Purchase Agreements”), dated November 9, 2022, between the Company and AERWINS, pursuant to which AERWINS purchased an aggregate of 57,500 Placement Units, creating proceeds to the Company of $575,000 to be deposited into trust as described below in Item 8.01. This description is qualified in its entirety by reference to the full text of the AERWINS Agreement, which is incorporated by reference herein and filed as Exhibit 10.7. |
Item 3.02. Unregistered Sales of Equity Securities.
Pursuant to the Purchase Agreements, the Company completed the private sale of an aggregate of 115,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act. The Placement Units, which were purchased by Mehana Capital and AERWINS, are substantially similar to the private placement units sold simultaneously with the Company’s initial public offering.
Item 8.01. Other Events.
On November 9, 2022, the Company issued a press release announcing that it has caused to be deposited $1,150,000 into the Company’s Trust account for its public stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by three months from November 11, 2022 to February 13, 2023 (the “Extension”). The Extension is permitted under the Company’s governing documents.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where to Find It
The Company intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 with a proxy statement containing information about the proposed transaction and the respective businesses of AERWINS’ and the Company. The Company will mail a final prospectus and definitive proxy statement and other relevant documents after the SEC completes its review. Company stockholders are urged to read the preliminary prospectus and proxy statement and any amendments thereto and the final prospectus and definitive proxy statement in connection with the solicitation of proxies for the special meeting to be held to approve the proposed transaction, because these documents will contain important information about the Company, AERWINS, and the proposed transaction. The final prospectus and definitive proxy statement will be mailed to stockholders of the Company as of a record date to be established for voting on the proposed transaction. Stockholders of the Company will also be able to obtain a free copy of the proxy statement, as well as other filings containing information about the Company without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and the Company’s other filings with the SEC can also be obtained, without charge, by directing a request to: info@Ponospac.com. The information contained in, or that can be accessed through, AERWINS’ website is not incorporated by reference in, and is not part of, this press release.
No Offer or Solicitation
This Form 8-K does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Participants in the Solicitation
AERWINS and the Company and their respective directors and officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed business combination. Company stockholders and other interested persons may obtain, without charge, more detailed information regarding directors and officers of the Company in the Company’s initial public offering prospectus, which was declared effective the SEC on August 10, 2021 and Form 10-K which was filed with the SEC on March 25, 2022. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed business combination will be included in the definitive proxy statement/prospectus that the Company intends to file with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.6 | Private Placement Unit Purchase Agreement between the Company and Mehana Capital, LLC, dated November 9, 2022 |
10.7 | Private Placement Unit Purchase Agreement between the Company and AERWINS Technologies, Inc., dated November 9, 2022 |
99.1 | Press Release dated November 9, 2022 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
PONO CAPITAL CORP | ||
By: | /s/ Dustin Shindo | |
Name: | Dustin Shindo | |
Title: | Chief Executive Officer |
Date: November 9, 2022
Exhibit 10.6
Pono Capital Corp
643 Ilalo Street
Honolulu, Hawaii 96813
November 9, 2022
Ladies and Gentlemen:
Pono Capital Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), may extend the date on which it must wind-up and liquidate pursuant to its organizational documents, for up to two 3-month periods to the date that is 18 months after the closing of the Company’s initial public offering, by depositing $1,150,000 per extension (each, an “Extension Fee”) into the Company’s trust account with Continental Stock Transfer & Trust Company (the “Trustee”).
Mehana Capital LLC (“Mehana Capital”) has agreed to purchase securities from the Company for a purchase price that will enable payment of half of the Extension Fees necessary to extend the date of the Company’s wind-up and liquidation to February 13, 2023, the date that is 18 months after the closing of the Company’s initial public offering. Concurrently, AERWINS Technologies, Inc. will purchase securities from the Company that will enable payment of the remaining half of the Extension Fees for the second extension. Accordingly, Mehana Capital hereby commits that it will purchase 57,500 units of the Company (“Private Units”), each Private Unit consisting of one share of Class A common stock of the Company, par value $0.000001 per share (the “Class A Common Stock”), and three-quarters of one warrant (the “Warrants”), with each whole warrant entitling its holder to purchase one (1) share of Class A Common Stock, for an aggregate purchase price of $575,000 (the “Private Unit Purchase Price”), to be paid directly to the Trustee to fund the second Extension Fee.
On or before November 9, 2022, Mehana Capital will cause the Private Unit Purchase Price to be delivered to the Trustee, by wire transfer as set forth in the instructions attached as Exhibit A to be held in the Trust Account.
Each of the Company, and the undersigned acknowledges and agrees that the Trustee is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Private Units and the Trustee’s sole obligation under this letter agreement is to act with respect to holding and disbursing the Private Unit Purchase Price as described above. The Trustee shall not be liable to the Company, or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless the Trustee has acted in a manner constituting gross negligence or willful misconduct. The Company and the undersigned shall indemnify the Trustee against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct. The Trustee may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Private Units will be identical to the units sold by the Company in the IPO. Additionally, the undersigned agrees:
● | to vote the shares of Class A Common Stock included in the Private Units in favor of any proposed Business Combination; | |
● | not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s shares of Class A Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate an initial Business Combination as described in more detail in the prospectus included in the Registration Statement), unless the Company provides the holders of shares of Class A Common Stock sold in the IPO with the opportunity to redeem their shares of Class A Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount of the Trust Account, including interest earned on Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding shares of Class A Common Stock sold in the IPO; |
● | not to convert any shares of Class A Common Stock included in the Private Units into the right to receive cash from the Trust Account in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended and Restated Certificate of Incorporation, and not to tender the Private Units in connection with a tender offer conducted prior to the closing of a Business Combination; | |
● | the undersigned will not participate in any liquidation distribution with respect to the Private Units (but will participate in liquidation distributions with respect to any units or shares of Class A Common Stock purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination; and | |
● | that the Private Units, and underlying securities will not be transferable until after the consummation of a Business Combination except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees, (ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation of a Business Combination, in each case (except for clause vii) where the transferee agrees to the terms of the transfer restrictions. |
The undersigned hereby represents and warrants that:
(a) | it has been advised that the Private Units have not been registered under the Securities Act; | |
(b) | it will be acquiring the Private Units for its account for investment purposes only; | |
(c) | it has no present intention of selling or otherwise disposing of the Private Units in violation of the securities laws of the United States; | |
(d) | it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; | |
(e) | it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder; | |
(f) | it is familiar with the proposed business, management, financial condition and affairs of the Company; | |
(g) | it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions contemplated in this letter; and | |
(h) | this letter constitutes its legal, valid and binding obligation, and is enforceable against it. |
This letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Private Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the same.
Very truly yours, | ||
MEHANA CAPITAL LLC | ||
By: | /s/ Dustin Shindo | |
Name: | Dustin Shindo | |
Title: | Manager |
Accepted and Agreed: | ||
PONO CAPITAL CORP | ||
By: | /s/ Dustin Shindo | |
Name: | Dustin Shindo | |
Title: | Chief Executive Officer |
Exhibit A
Trustee
Wire Instructions
Exhibit 10.7
Pono Capital Corp
643 Ilalo Street
Honolulu, Hawaii 96813
November 9, 2022
Ladies and Gentlemen:
Pono Capital Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), may extend the date on which it must wind-up and liquidate pursuant to its organizational documents, for up to two 3-month periods to the date that is 18 months after the closing of the Company’s initial public offering, by depositing $1,150,000 per extension (each, an “Extension Fee”) into the Company’s trust account with Continental Stock Transfer & Trust Company (the “Trustee”).
Aerwins Technologies, Inc. (“Aerwins”) has agreed to purchase securities from the Company that will enable payment of half of the Extension Fees necessary to extend the date of the Company’s wind-up and liquidation to February 13, 2023, the date that is 18 months after the closing of the Company’s initial public offering. Concurrently, Mehana Capital LLC will purchase securities from the Company that will enable payment of the remaining half of the Extension Fees for the second extension (the “Mehana Purchase”). Accordingly, Aerwins hereby commits that it will purchase 57,500 units of the Company (“Private Units”), each Private Unit consisting of one share of Class A common stock of the Company, par value $0.000001 per share (the “Class A Common Stock”), and three-quarters of one warrant (the “Warrants”), with each whole warrant entitling its holder to purchase one (1) share of Class A Common Stock, for an aggregate purchase price of $575,000 (the “Private Unit Purchase Price”), to be paid directly to the Trustee to fund the second Extension Fee.
On or before November 9, 2022, Aerwins will cause the Private Unit Purchase Price to be delivered to the Trustee, by wire transfer as set forth in the instructions attached as Exhibit A to be held in the Trust Account. In accordance with Section 5.3 of that certain Agreement and Plan of Merger, dated as of September 7, 2022, between the Company, Pono Merger Sub, Inc., Aerwins, Mehana Equity, LLC and Shuhei Komatsu, Aerwins hereby consents to the issuance of securities by the Company and the actions related thereto as contemplated by this letter agreement and the Mehana Purchase.
Each of the Company, and the undersigned acknowledges and agrees that the Trustee is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Private Units and the Trustee’s sole obligation under this letter agreement is to act with respect to holding and disbursing the Private Unit Purchase Price as described above. The Trustee shall not be liable to the Company, or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless the Trustee has acted in a manner constituting gross negligence or willful misconduct. The Company and the undersigned shall indemnify the Trustee against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct. The Trustee may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Private Units will be identical to the units sold by the Company in the IPO. Additionally, the undersigned agrees:
● | to vote the shares of Class A Common Stock included in the Private Units in favor of any proposed Business Combination; |
● | not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s shares of Class A Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate an initial Business Combination as described in more detail in the prospectus included in the Registration Statement), unless the Company provides the holders of shares of Class A Common Stock sold in the IPO with the opportunity to redeem their shares of Class A Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount of the Trust Account, including interest earned on Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding shares of Class A Common Stock sold in the IPO; |
● | not to convert any shares of Class A Common Stock included in the Private Units into the right to receive cash from the Trust Account in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended and Restated Certificate of Incorporation, and not to tender the Private Units in connection with a tender offer conducted prior to the closing of a Business Combination; |
● | the undersigned will not participate in any liquidation distribution with respect to the Private Units (but will participate in liquidation distributions with respect to any units or shares of Class A Common Stock purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination; and |
● | that the Private Units, and underlying securities will not be transferable until after the consummation of a Business Combination except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees, (ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation of a Business Combination, in each case (except for clause vii) where the transferee agrees to the terms of the transfer restrictions. |
The undersigned hereby represents and warrants that:
(a) | it has been advised that the Private Units have not been registered under the Securities Act; | |
(b) | it will be acquiring the Private Units for its account for investment purposes only; | |
(c) | it has no present intention of selling or otherwise disposing of the Private Units in violation of the securities laws of the United States; | |
(d) | it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; | |
(e) | it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder; | |
(f) | it is familiar with the proposed business, management, financial condition and affairs of the Company; | |
(g) | it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions contemplated in this letter; and | |
(h) | this letter constitutes its legal, valid and binding obligation, and is enforceable against it. |
This letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Private Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the same.
Very truly yours, | ||
AERWINS TECHNOLOGIES, INC. | ||
By: | /s/ Shuhei Komatsu | |
Name: | Shuhei Komatsu | |
Title: | Chief Executive Officer |
Accepted and Agreed: | ||
PONO CAPITAL CORP | ||
By: | /s/ Dustin Shindo | |
Name: | Dustin Shindo | |
Title: | Chief Executive Officer |
Exhibit A
Trustee
Wire Instructions
Exhibit 99.1
Pono Capital Corp Confirms Funding to Extend Period to Consummate Initial Business Combination
Honolulu, Hawaii – November 9, 2022 – Pono Capital Corp (the “Company”) (Nasdaq: PONO), a special purpose acquisition company, today announced that Mehana Capital LLC, an affiliate of Mehana Equity LLC (the “Sponsor”), and AERWINS Technologies, Inc. (“AERWINS”), have each deposited $575,000 into the Company’s Trust account for its public stockholders, representing an aggregate of $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by three months from November 11, 2022 to February 13, 2023 (the “Extension”). The Extension is permitted under the Company’s governing documents.
As previously announced, on September 7, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Pono Merger Sub, Inc., AERWINS, the Sponsor, and Shuhei Komatsu.
Important Information About the Proposed Business Combination and Where to Find It
This press release relates to a proposed business combination transaction (the “Merger”) among the parties set forth above and is referred herein as the business combination. A full description of the terms of the business combination will be provided in a registration statement on Form S-4 that the Company intends to file with the SEC that will include a prospectus of the Company with respect to the securities to be issued in connection with the proposed business combination and a proxy statement of the Company with respect to the solicitation of proxies for the special meeting of stockholders of the Company to vote on the business combination (the “Form S-4”). This communication is not intended to be, and is not, a substitute for the proxy statement/prospectus or any other document the Company has filed or may file with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transactions. Each of AERWINS and the Company urge its investors, stockholders and other interested persons to read, when available, the proxy statement/ prospectus as well as other documents filed with the SEC because these documents will contain important information about AERWINS, the Company, and the Merger. After the Form S-4 is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the business combination. Before making any voting or investment decision, investors, and stockholders of the Company are urged to carefully read the entire proxy statement, when it becomes available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed business combination. Once available, the Company shareholders and other interested persons will also be able to obtain a copy of the Registration Statement on Form S-4, including the proxy statement/prospectus included therein, and other documents filed with the SEC, without charge, by directing a request to: Pono Capital Corp, 643 Ilalo St. #102, Honolulu, Hawaii 96813, (808) 892-6611 or on the SEC’s website at www.sec.gov.
Participants in Solicitation
AERWINS and the Company, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect of the proposed business combination. The Company’s stockholders and other interested persons may obtain more detailed information about the names and interests of the directors and officers of AERWINS and the Company in the business combination will be set forth in in the Company’s filings with the SEC, including, when filed with the SEC, the preliminary proxy statement and the amendments thereto, the definitive proxy statement, and other documents filed with the SEC. These documents can be obtained free of charge from the sources specified above and at the SEC’s web site at www.sec.gov.
This press release does not contain all the information that should be considered concerning the business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Before making any voting or investment decision, investors and security holders are urged to read the Form S-4 and accompanying proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business combination.
No Offer or Solicitation
This press release will not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the business combination. This press release will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
Dustin Shindo
Pono Capital Corp
(808) 892-6611
dshindo@ponocorp.com
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