0001930021 2022-03-11 2022-12-31 0001930021 PTHRU:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRedeemableWarrantMember 2022-03-11 2022-12-31 0001930021 PTHRU:ClassOrdinaryShare0.0001ParValuePerShareMember 2022-03-11 2022-12-31 0001930021 PTHRU:RedeemableWarrantsEachWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2022-03-11 2022-12-31 0001930021 2022-06-30 0001930021 us-gaap:CommonClassAMember 2023-03-28 0001930021 us-gaap:CommonClassBMember 2023-03-28 0001930021 2022-12-31 0001930021 us-gaap:CommonClassAMember 2022-12-31 0001930021 us-gaap:CommonClassBMember 2022-12-31 0001930021 us-gaap:CommonClassBMember us-gaap:OverAllotmentOptionMember 2022-03-11 2022-12-31 0001930021 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-03-10 0001930021 us-gaap:AdditionalPaidInCapitalMember 2022-03-10 0001930021 PTHRU:SubscriptionReceivableMember 2022-03-10 0001930021 us-gaap:RetainedEarningsMember 2022-03-10 0001930021 2022-03-10 0001930021 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-03-11 2022-12-31 0001930021 us-gaap:AdditionalPaidInCapitalMember 2022-03-11 2022-12-31 0001930021 PTHRU:SubscriptionReceivableMember 2022-03-11 2022-12-31 0001930021 us-gaap:RetainedEarningsMember 2022-03-11 2022-12-31 0001930021 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-12-31 0001930021 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001930021 PTHRU:SubscriptionReceivableMember 2022-12-31 0001930021 us-gaap:RetainedEarningsMember 2022-12-31 0001930021 us-gaap:SubsequentEventMember us-gaap:IPOMember 2023-02-12 2023-02-14 0001930021 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember us-gaap:OverAllotmentOptionMember 2023-02-12 2023-02-14 0001930021 us-gaap:SubsequentEventMember us-gaap:OverAllotmentOptionMember 2023-02-12 2023-02-14 0001930021 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2023-02-12 2023-02-14 0001930021 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2023-02-14 0001930021 us-gaap:PrivatePlacementMember 2022-03-11 2022-12-31 0001930021 us-gaap:SubsequentEventMember us-gaap:IPOMember 2023-02-14 0001930021 srt:MinimumMember 2022-03-11 2022-12-31 0001930021 PTHRU:PostBusinessCombinationMember 2022-12-31 0001930021 us-gaap:IPOMember 2022-12-31 0001930021 srt:MinimumMember 2022-12-31 0001930021 us-gaap:IPOMember 2022-03-11 2022-12-31 0001930021 srt:MaximumMember us-gaap:IPOMember 2022-12-31 0001930021 us-gaap:CommonClassAMember PTHRU:PublicWarrantMember 2022-12-31 0001930021 us-gaap:CommonClassBMember 2022-05-17 0001930021 us-gaap:CommonClassBMember 2022-05-16 2022-05-17 0001930021 us-gaap:CommonClassBMember 2022-12-21 2022-12-22 0001930021 srt:MaximumMember us-gaap:CommonClassBMember us-gaap:OverAllotmentOptionMember 2022-05-16 2022-05-17 0001930021 PTHRU:PromissoryNoteMember us-gaap:IPOMember 2022-04-25 0001930021 PTHRU:PromissoryNoteMember us-gaap:IPOMember 2022-03-11 2022-12-31 0001930021 PTHRU:AdministrativeSupportAgreementMember PTHRU:MehanaCapitalLLCMember 2022-12-31 0001930021 srt:MaximumMember PTHRU:AffiliateSponsorMember 2022-12-31 0001930021 PTHRU:AffiliateSponsorMember 2022-12-31 0001930021 PTHRU:UnderwritingAgreementMember 2022-03-11 2022-12-31 0001930021 PTHRU:UnderwritersMember us-gaap:IPOMember 2022-12-31 0001930021 PTHRU:UnderwritersMember us-gaap:IPOMember 2022-03-11 2022-12-31 0001930021 PTHRU:UnderwritersMember 2022-12-31 0001930021 us-gaap:CommonClassAMember us-gaap:IPOMember 2022-03-11 2022-12-31 0001930021 us-gaap:CommonClassAMember 2022-03-11 2022-12-31 0001930021 us-gaap:CommonClassBMember 2022-03-11 2022-12-31 0001930021 PTHRU:PublicWarrantMember 2022-12-31 0001930021 srt:MaximumMember us-gaap:CommonClassAMember 2022-12-31 0001930021 PTHRU:PublicWarrantsMember us-gaap:IPOMember 2022-12-31 0001930021 PTHRU:PlacementWarrantsMember us-gaap:IPOMember 2022-12-31 0001930021 us-gaap:SubsequentEventMember 2023-02-12 2023-02-15 iso4217:USD shares iso4217:USD shares pure 0001930021 false FY

10-K true 2022-12-31 --12-31 2022 false 001-41607 PONO CAPITAL THREE, INC. E9 643 Ilalo St. #102 Honolulu HI 96813 (808) 892-6611 Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant PTHRU NASDAQ Class A Ordinary Share, $0.0001 par value per share PTHR NASDAQ Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share PTHRW NASDAQ No No Yes Yes Non-accelerated Filer true true false false true 0 103500 4935622 688 Marcum LLP Boston, MA

88277

1372

89649

368802

458451

142138

300000

442138

0.0001

1000000

0.0001

100000000

0.0001

10000000

4935622

494

24712

-206

-8687

16313

458451

643777

8687

-8687

2850155

-0.00

643777

4935622

494

24712

-206

25000

-8687

4935622

494

24712

-206

-8687

16313

643777

-8687

1372

-10059

25000

300000

412

226664

98336

88277

142138 206

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Pono Capital Three, Inc. (the “Company”) is a blank check company incorporated in Delaware on March 11, 2022. On October 14, 2022, the Company redomiciled in the Cayman Islands. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 11, 2022 (inception) through December 31, 2022 relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zjmKli1xiMVk" title="Number of shares of stock issued">11,500,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zNYPjx63kZl3" title="Number of shares of stock issued">1,500,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $<span id="xdx_90C_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_zjCsZOhLYWF1" title="Proceeds from initial public offering">115,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of <span id="xdx_909_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember_zqzAXRUyPpXc" title="Sale of stock number of shares issued">565,375 units (the “Placement Units”) at a price of $<span id="xdx_907_eus-gaap--SaleOfStockPricePerShare_iI_c20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember_zIokWMiXmdMl" title="Sale of stock price per share">10.00 per Placement Unit in a private placement to Mehana Capital LLC (the “Sponsor”), including <span id="xdx_90C_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20220311__20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember_zjP3CWTaTMAj" title="Sale of stock number of shares issued">54,000 Placement Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $<span id="xdx_90A_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember_zSrVap7V6qd4" title="Proceeds from private placement">5,653,750, which is described in Note 4. Following the closing of the Initial Public Offering on February 14, 2023, an amount of $<span id="xdx_90A_eus-gaap--SaleOfStockConsiderationReceivedPerTransaction_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zrDeD8tyUwuh" title="Sale of stock shares issued">117,875,000 ($<span id="xdx_901_eus-gaap--SaleOfStockPricePerShare_iI_c20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zA2WKro1YJGb" title="Sale of stock price per share">10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $<span id="xdx_90E_eus-gaap--PaymentsOfStockIssuanceCosts_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zJeyK7qb7pc5" title="Transaction cost">5,610,317, consisting of $<span id="xdx_901_eus-gaap--PaymentsForUnderwritingExpense_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zHTjB0quT6vi" title="Payments for underwriting expense">1,265,000 of cash underwriting fees, $<span id="xdx_901_eus-gaap--DeferredOfferingCosts_iI_c20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zkUW3EUGLrYb" title="Deferred underwriting fees">3,450,000 of deferred underwriting fees and $<span id="xdx_906_eus-gaap--OtherDeferredCostsNet_iI_c20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zrWu7y8gLMMc" title="Other offering costs">895,317 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least <span id="xdx_90B_ecustom--PercentageOfFairMarketValueOfBusinessAcquisitionToTrustAccountBalance_pid_dp_uPure_c20220311__20221231__srt--RangeAxis__srt--MinimumMember_zmvMvG9z9Fki" title="Percentage of fair market value of business acquisition">80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires <span id="xdx_907_eus-gaap--BusinessAcquisitionPercentageOfVotingInterestsAcquired_iI_pid_dp_uPure_c20221231__us-gaap--BusinessAcquisitionAxis__custom--PostBusinessCombinationMember_zEAWJegFP5mb" title="Percentage of voting interests acquired">50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.25 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. With the completion of the Initial Public Offering, the Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $<span id="xdx_90F_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment_iI_c20221231__srt--RangeAxis__srt--MinimumMember_zyoo0S8o8Nid" title="Business combination, net tangible assets">5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B ordinary shares, the ordinary shares included in the Placement Units and the Public Shares purchased in the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B ordinary shares) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Class B ordinary shares and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased in the Initial Public Offering if the Company fails to complete its Business Combination. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS <span id="xdx_909_ecustom--BusinessCombinationInitialPublicOfferingDescription_c20220311__20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zJEQGxSyMFG8" title="Business combination description">The Company will have until 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $379,500 ($0.033 per unit) for each such one month extension, into the Trust Account, or as extended by the Company’s shareholder in accordance with the Amended and Restated Memorandum and Articles of Association) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $<span id="xdx_90E_eus-gaap--TaxesPayableCurrentAndNoncurrent_iI_c20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__srt--RangeAxis__srt--MaximumMember_zvQKAasuHBbf" title="Taxes payable and less interest to pay dissolution expenses">100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used in fund offering expenses was released to the Company for general working capital purposes. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may provide us up to $1,500,000 under Working Capital Loans (see Note 5.) The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. Management plans to address this uncertainty with the successful closing of the Business Combination. The Company will have until February 14, 2024 (or up to August 14, 2024, as applicable) to consummate a Business Combination. If a Business Combination is not consummated by February 14, 2024, less than one year after the date these financial statements are issued, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 14, 2024. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by February 14, 2024. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2022-03-11

11500000

1500000

115000000

565375

10.00

54000

5653750

117875000

10.25

5610317

1265000

3450000

895317

0.80

0.50

10.25

5000001

The Company will have until 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $379,500 ($0.033 per unit) for each such one month extension, into the Trust Account, or as extended by the Company’s shareholder in accordance with the Amended and Restated Memorandum and Articles of Association) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

379500

100000

10.00

10.25

1500000

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022. Offering Costs associated with the Initial Public Offering Upon closing of the Initial Public Offering, the Company complied with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consisted principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity were recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities were expensed immediately. As of the Initial Public Offering, the Company incurred offering costs amounting to $5,610,317, consisting of $1,265,000 of cash underwriting fees, $3,450,000 of deferred underwriting fees and $895,317 of other offering costs. As such, the Company recorded $5,404,094 of offering costs as a reduction of temporary equity and $206,223 of offering costs as a reduction of permanent equity. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. <p id="xdx_849_eus-gaap--SharesSubjectToMandatoryRedemptionChangesInRedemptionValuePolicyTextBlock_zE1oqltPC9vh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify">Class A Ordinary Shares Subject To Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $<span id="xdx_907_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment_iI_c20221231__srt--RangeAxis__srt--MinimumMember_zDYP6sSZMDw6" title="Business combination tangible assets net">5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. Subsequent to year end, the Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.25 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Public Warrants and Private Placement Warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 effective March 11, 2022 (inception). The adoption of ASU 2020-06 did not have a material impact on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS

Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS

Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022.

Offering Costs associated with the Initial Public Offering Upon closing of the Initial Public Offering, the Company complied with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consisted principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity were recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities were expensed immediately. As of the Initial Public Offering, the Company incurred offering costs amounting to $5,610,317, consisting of $1,265,000 of cash underwriting fees, $3,450,000 of deferred underwriting fees and $895,317 of other offering costs. As such, the Company recorded $5,404,094 of offering costs as a reduction of temporary equity and $206,223 of offering costs as a reduction of permanent equity.

5610317

1265000

3450000

895317

5404094

206223

Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.

<p id="xdx_849_eus-gaap--SharesSubjectToMandatoryRedemptionChangesInRedemptionValuePolicyTextBlock_zE1oqltPC9vh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify">Class A Ordinary Shares Subject To Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $<span id="xdx_907_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment_iI_c20221231__srt--RangeAxis__srt--MinimumMember_zDYP6sSZMDw6" title="Business combination tangible assets net">5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. Subsequent to year end, the Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.25 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.

5000001

10.25

Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events.

Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

250000

Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS

Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Public Warrants and Private Placement Warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity.

Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 effective March 11, 2022 (inception). The adoption of ASU 2020-06 did not have a material impact on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS

NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of <span id="xdx_90B_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zU1oR2OvA06h" title="Sale of stock, number of shares issued in transaction">11,500,000 Units, including <span id="xdx_90F_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zy29G2zLDM67" title="Sale of stock, number of shares issued in transaction">1,500,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $<span id="xdx_902_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_zt27GKJhi0y7" title="Proceeds from initial public offering">115,000,000. Each Unit consisted of one Class A ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $<span id="xdx_909_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20221231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--StatementEquityComponentsAxis__custom--PublicWarrantMember_zDnt3HigrOvi" title="Exercise price per share">11.50 per whole share (see Note 7).

11500000

1500000

115000000

11.50

NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of <span id="xdx_905_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember_z8lPM9ErS6Jc" title="Sale of stock, number of shares issued in transaction">565,375 Placement Units at a price of $<span id="xdx_907_eus-gaap--SaleOfStockPricePerShare_iI_c20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember_zmOY4XRjxYy8" title="Sale of stock price per share">10.00 per Placement Units, in a private placement to the Sponsor, including <span id="xdx_90B_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_z1pKnw9J8se3" title="Sale of stock, number of shares issued in transaction">54,000 Placement Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $<span id="xdx_90D_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_c20230212__20230214__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember_zXeuEb2t1rPa" title="Proceeds from private placement">5,653,750. Each Placement Unit consists of one Class A ordinary share (“Placement Share”) and one warrant (“Placement Warrant”). The proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Units will expire worthless.

565375

10.00

54000

5653750

NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 17, 2022, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 2,875,000 Class B ordinary shares (the “Founder Shares”). On December 22, 2022, the Sponsor subscribed for additional Founder Shares resulting in the issuance of <span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodSharesShareBasedCompensationForfeited_c20221221__20221222__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zMgtygy8zwrh" title="Additional founder shares">2,060,622 Class B ordinary shares to the Sponsor for consideration of $<span id="xdx_906_ecustom--IssuanceOfClassBOrdinarySharesToSponsorForSubscriptionRemainsOutstanding_c20221221__20221222__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zUP0su2DavQ2" title="Sponsor for subscription remains outstanding">206, which remains outstanding as of the date of these financial statements. The Founder Shares included an aggregate of up to <span id="xdx_908_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_c20220516__20220517__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__srt--RangeAxis__srt--MaximumMember_zRLvug8jRota" title="Sharebased payment award options forfeitures">643,777 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, <span id="xdx_90A_ecustom--PercentageOfIssuedAndOutstandingSharesAfterInitialPublicOfferingCollectivelyHeldByInitialStockholders_pid_dp_c20220516__20220517__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zWS93ceMb3Ja" title="Percentage of issued and outstanding shares">30% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining any of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS Promissory Note - Related Party On April 25, 2022, the Sponsor agreed to loan the Company an aggregate of up to $<span id="xdx_90F_eus-gaap--DebtInstrumentFaceAmount_iI_c20220425__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--DebtInstrumentAxis__custom--PromissoryNoteMember_z6BkYrHW8RNd" title="Loan amount">300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of (i) March 31, 2023 or (ii) the date on which Company consummates the Initial Public Offering. Prior to the Initial Public Offering, the Company had borrowed $<span id="xdx_906_eus-gaap--NotesPayableRelatedPartiesCurrentAndNoncurrent_iI_c20220425__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--DebtInstrumentAxis__custom--PromissoryNoteMember_zz1xUIBZSI22" title="Promissory note - related party">300,000 under the Promissory Note. As of December 31, 2022, the outstanding balance under the Promissory Note was $<span id="xdx_90D_eus-gaap--RepaymentsOfRelatedPartyDebt_c20220311__20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--DebtInstrumentAxis__custom--PromissoryNoteMember_znij2Px7zf" title="Repayment of promissory note - related party">300,000 (see Note 8). Administrative Support Agreement The Company’s Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Mehana Capital LLC, the Sponsor, $<span id="xdx_906_eus-gaap--RelatedPartyTransactionDueFromToRelatedPartyCurrent_iI_c20221231__dei--LegalEntityAxis__custom--MehanaCapitalLLCMember__us-gaap--TypeOfArrangementAxis__custom--AdministrativeSupportAgreementMember_z2TvMXD28488" title="Service cost payable">10,000 per month for these services during the 12-month period to complete a Business Combination. Related Party Loans In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $<span id="xdx_90A_eus-gaap--BusinessAcquisitionEquityInterestIssuedOrIssuableValueAssigned_iI_c20221231__us-gaap--BusinessAcquisitionAxis__custom--AffiliateSponsorMember__srt--RangeAxis__srt--MaximumMember_zbNHq16rMBb3" title="Issuable, value assigned">1,500,000 of such loans may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon consummation of the initial Business Combination. The Units would be identical to the Placement Units. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

25000

2875000

2060622

206

643777

0.30

12.00

300000

10000

1500000

10.00

NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares and Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued upon conversion of working capital loans and extension loans, and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the Units issued as part of the working capital loans and extension loans and Class A ordinary shares issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed prior on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional <span id="xdx_90B_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20220311__20221231__us-gaap--TypeOfArrangementAxis__custom--UnderwritingAgreementMember_z6w4uENumlN8" title="Number of share options exercised">1,500,000 Units at an offering price of $<span id="xdx_905_eus-gaap--SaleOfStockPricePerShare_iI_c20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__srt--TitleOfIndividualAxis__custom--UnderwritersMember_zrRutcASjad1" title="Sale of stock price per share">10.00 per Unit for an aggregate purchase price of $<span id="xdx_908_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20220311__20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__srt--TitleOfIndividualAxis__custom--UnderwritersMember_zjUQsGHIG60l" title="Number of share options exercised value">15,000,000. The underwriters were paid a cash underwriting discount of $0.11 per Unit, or $<span id="xdx_90B_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_c20220311__20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__srt--TitleOfIndividualAxis__custom--UnderwritersMember_zK5fxcJRr476" title="Proceeds from initial public offering">1,265,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.30 per unit, or $<span id="xdx_90A_eus-gaap--DeferredOfferingCosts_iI_c20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__srt--TitleOfIndividualAxis__custom--UnderwritersMember_z7H86Z1Jxf8b" title="Deferred underwriting fees">3,450,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Representative Shares Upon closing of the Initial Public Offering, the Company issued <span id="xdx_909_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20220311__20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_ziNwDJRn4zCj" title="Number of shares of stock issued">103,500 Class A ordinary shares to the underwriters. The underwriters have agreed not to transfer, assign or sell the Representative Shares until the completion of the initial Business Combination. In addition, the underwriters have agreed (i) to waive its redemption rights with respect to the Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within 12 months (or up to 18 months if the Company extends such period) from the closing of the Initial Public Offering. The Representative Shares are subject to a lock-up for a period of 180 days immediately following the commencement of sales of the registration statement pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2). Subsequent to the Initial Public Offering, the initial measurement of the fair value of the Representative Shares was determined using the market approach to value the subject interest. Based on the indication of fair value using the market approach, the Company determined the fair value of the Representative Shares to be $1.28 per share or $132,480 (for the 103,500 Representative Shares issued) as of the date of the Initial Public Offering (which is also the grant date). As a result, $132,480 was recorded as an offering cost with a corresponding entry to permanent shareholders’ equity. Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which the company’s prospectus forms a part.

1500000

10.00

15000000

0.11

1265000

0.30

3450000

103500

1.28

132480 103500

132480

NOTE 7. SHAREHOLDERS’ EQUITY Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022, there were no preference shares issued or outstanding. PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS Class A ordinary shares — The Company is authorized to issue 100,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022, there were no Class A ordinary shares issued or outstanding. Class B ordinary shares — The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of December 31, 2022, there were 4,935,622 Class B Ordinary Shares issued and outstanding. Of the 4,935,622 Class B ordinary shares outstanding, up to <span id="xdx_902_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_c20220311__20221231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_zy7wGgcyNefb" title="Sharebased payment award options forfeitures">643,777 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial shareholders will collectively own <span id="xdx_902_ecustom--PercentageOfIssuedAndOutstandingSharesAfterInitialPublicOfferingCollectivelyHeldByInitialStockholders_pid_dp_uPure_c20220311__20221231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zp5DRTWwIMp7" title="Percentage of issued and outstanding shares">30% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On February 14, 2023, the underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture. Warrants — As of December 31, 2022, no warrants are currently outstanding. Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary shares at a price of $<span id="xdx_90E_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20221231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--StatementEquityComponentsAxis__custom--PublicWarrantMember_zPg7LlyJgwW8" title="Exercise price per share">11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of Class A ordinary shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the initial Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; width: 0.25in"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; width: 0.25in">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">in whole and not in part;</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">at a price of $<span id="xdx_909_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20221231__us-gaap--StatementEquityComponentsAxis__custom--PublicWarrantMember_z0SUCFtfFRad" title="Exercise price per share">0.01 per Public Warrant,</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each Public Warrant holder; and</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $<span id="xdx_90F_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20221231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__srt--RangeAxis__srt--MaximumMember_z57v1eSjU4Ek" title="Exercise price per share">18.00 per share (as adjusted for hare sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Public Warrant holders.</td></tr> </table> PONO CAPITAL THREE, INC. NOTES TO FINANCIAL STATEMENTS If and when the Public Warrants become redeemable by the Company, the Company may not exercise the redemption right if the issuance of Class A ordinary shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. <span id="xdx_906_ecustom--BusinessCombinationInitialPublicOfferingDescription_c20220311__20221231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zu6qEG6X1oxe" title="Business combination description">In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Placement Warrants are identical to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such Placement Warrants) are entitled to registration rights. The Company accounts for the 12,065,375 warrants issued in connection with the Initial Public Offering (including <span id="xdx_909_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_c20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--StatementEquityComponentsAxis__custom--PublicWarrantsMember_ziMHG2tSZk89" title="Warrants issued">11,500,000 Public Warrants and <span id="xdx_905_eus-gaap--ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights_iI_c20221231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--StatementEquityComponentsAxis__custom--PlacementWarrantsMember_zNPWkpAJj1pk" title="Warrants issued">565,375 Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

1000000

0.0001

100000000

0.0001

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share

10000000

0.0001

Holders of the Company’s Class B ordinary shares are entitled to one vote for each share

4935622

643777

0.30

11.50

0.01

18.00

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price 9.20

12065375

11500000

565375

NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, other than as previously disclosed and described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 14, 2023, the Company consummated the Initial Public Offering (see Note 3.) On February 15, 2023, the outstanding balance under the Promissory Note of $300,000 was repaid.

300000

Includes up to 643,777 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The underwriters exercised their over-allotment option in full on February 14, 2023; thus, no ordinary shares remain subject to forfeiture as of February 14, 2023 (see Note 6). Excludes up to 643,777 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The underwriters exercised their over-allotment option in full on February 14, 2023; thus, no ordinary shares remain subject to forfeiture as of February 14, 2023 (see Note 6). Includes up to 643,777 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The underwriters exercised their over-allotment option in full on February 14, 2023; thus, no ordinary shares remain subject to forfeiture as of February 14, 2023 (see Note 6).