| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Pono Capital Corp [ PONO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/10/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/10/2022 | A | 115,000(1) | A | $10(1) | 115,000 | I | See Footnote(2) | ||
| Class A Common Stock | 11/09/2022 | A | 57,500(3) | A | $10(1) | 172,500 | I | See footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. These represent shares of Class A common stock, par value $0.000001 per share (the "Class A Common Stock"), of Pono Capital Corp. (the "Issuer") underlying units acquired pursuant to a securities subscription agreement dated as of August 10, 2022, by and between the Issuer and Mehana Capital Corp. LLC ("Mehana Capital"). Under the securities subscription agreement, Mehana Capital purchased 115,000 placement units at a purchase price of $10.00 per placement unit. Each placement unit consists of one share of Class A Common Stock and three-quarters of one warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock of the Company at an exercise price of $11.50 per share, contingent upon the occurrence of certain events as described in the prospectus for the Issuer's initial public offering. |
| 2. Mr. Shindo is the managing member of Mehana Capital, shares voting and dispositive control of the shares by Mehana Capital with other members, and may be deemed the beneficial owner of such shares. Mr. Shindo disclaims any beneficial ownership of the securities held by Mehana Capital other than to the exten of any pecuniary interest he may have therein, directly or indirectly. |
| 3. These represent shares of Class A Common Stock of the Issuer underlying placement units acquired pursuant to a securities subscription agreement dated as of November 9, 2022, by and between the Issuer and Mehana Capital. Under the securities subscription agreement, Mehana Capital purchased 57,500 placement units at a purchase price of $10.00 per placement unit. Each placement unit consists of one share of Class A Common Stock and three-quarters of one warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock of the Company at an exercise price of $11.50 per share, contingent upon the occurrence of certain events as described in the prospectus for the Issuer's initial public offering. |
| /s/ Dustin M. Shindo, by Nelson Mullins Riley & Scarborough with Power of Attorney | 11/14/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
