Item 1.01. Entry into a Material Definitive Agreement.
On July 29, 2022, Pono Capital Corp, a Delaware corporation (the "Company"),
entered into a Private Placement Unit Purchase Agreement, dated August 10, 2022,
between the Company and Mehana Capital LLC ("Mehana Capital"), pursuant to which
Mehana Capital purchased an aggregate of 115,000 placement units, each consists
of one share of Class A common stock, $0.000001 par value per share, and
three-quarters of one warrant, each whole Placement Warrant entitling the holder
thereof to purchase one share of Class A Common Stock at an exercise price of
$11.50 per share (the "Placement Units"), creating proceeds to the Company of
$1,150,000 to be deposited into trust as described below. This description is
qualified in its entirety by reference to the full text of the agreement, which
is incorporated by reference herein and filed as Exhibit 10.6.
Item 3.02. Unregistered Sales of Equity Securities.
Pursuant to the Private Placement Unit Purchase Agreement, the Company completed
the private sale of an aggregate of 115,000 Placement Units at a purchase price
of $10.00 per Placement Unit in a private placement (the "Private Placement")
intended to be exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(a)(2) of the Act. The Placement Units, which were
purchased by Mehana Capital, are substantially similar to the private placement
units sold simultaneously with the Company's initial public offering.
Item 8.01. Other Events.
On August 10, 2022, the Company issued a press release announcing that it has
caused to be deposited $1,150,000 into the Company's Trust account for its
public stockholders, representing $0.10 per public share, allowing the Company
to extend the period of time it has to consummate its initial business
combination by three months from August 13, 2022 to November 11, 2022 (the
"Extension"). The Extension is permitted under the Company's governing
documents.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.6 Private Placement Unit Purchase Agreement, dated August 10, 2022
99.1 Press Release dated August 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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