Pono Capital Three Files 8-K on Material Agreement, Equity Sales

TL;DR

**Pono Capital Three is making moves, likely a merger, watch for deal details!**

AI Summary

Pono Capital Three, Inc. filed an 8-K on January 3, 2024, reporting an event on December 27, 2023, related to an entry into a material definitive agreement and unregistered sales of equity securities. This filing indicates the company is likely moving forward with a business combination, as evidenced by the reference to written communications pursuant to Rule 425, which is common for SPACs announcing or progressing with a merger. For investors, this suggests Pono Capital Three is advancing towards a potential de-SPAC transaction, which could significantly impact its stock price depending on the target company and deal terms.

Why It Matters

This filing signals Pono Capital Three, Inc. is progressing with a significant transaction, likely a merger or acquisition, which could lead to a new operating company and a re-evaluation of the stock's value.

Risk Assessment

Risk Level: medium — The risk is medium because while a material agreement is in place, the specifics of the deal and its potential success are still unknown, introducing uncertainty.

Analyst Insight

Investors should monitor Pono Capital Three, Inc. for subsequent filings (e.g., DEFM14A, S-4) that will provide details about the material definitive agreement and the target company, as this will be crucial for evaluating the investment's future prospects.

Key Players & Entities

• Pono Capital Three, Inc. (company) — the registrant filing the 8-K
• December 27, 2023 (date) — date of the earliest event reported
• January 3, 2024 (date) — date the 8-K was filed
• Rule 425 (other) — Securities Act rule for written communications regarding business combinations

Forward-Looking Statements

• Pono Capital Three, Inc. will announce the target company for its business combination. (Pono Capital Three, Inc.) — medium confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.0001 — ck Market LLC Class A Ordinary Share, $0.0001 par value per share PTHR The Nasdaq
• $11.50 — Ordinary Share at an exercise price of $11.50 per share PTHRW The Nasdaq Stock Ma
• $2,000,000 — ption Shares") in an aggregate value of $2,000,000 (as of the date hereof), representing 2
• $10.00 — 0,000 Subscription Shares at a price of $10.00 per share. The purpose of the sale of t

Filing Documents

• ea191050-8k425_pono3.htm (8-K) — 47KB
• ea191050ex10-1_pono3.htm (EX-10.1) — 152KB
• 0001213900-24-000818.txt ( ) — 463KB
• pthr-20231227.xsd (EX-101.SCH) — 4KB
• pthr-20231227_def.xml (EX-101.DEF) — 27KB
• pthr-20231227_lab.xml (EX-101.LAB) — 37KB
• pthr-20231227_pre.xml (EX-101.PRE) — 25KB
• ea191050-8k425_pono3_htm.xml (XML) — 7KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on August 15, 2023, Pono Capital Three, Inc., a Cayman Islands exempted company ("Pono"), entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among Pono, Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of Pono ("Merger Sub") and Robinson Aircraft Ltd., d/b/a Horizon Aircraft ("Horizon"). Pursuant to the Business Combination Agreement, prior to the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"), Pono will redomesticate as a British Columbia company, and at the Closing, Merger Sub will amalgamate (the "Amalgamation," together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination") with Horizon (the resulting company, "Amalco"), with Amalco being the wholly-owned subsidiary of Pono. Business Combination Agreement Waiver On December 27, 2023, Pono and Horizon entered into a Business Combination Agreement Waiver (the "Business Combination Agreement Waiver") to waive the Equity Financing closing condition set forth in Section 8.2(d) of the Business Combination Agreement. Subscription Agreement On December 27, 2023, Pono entered into a subscription agreement (the "Subscription Agreement"), pursuant to which Pono obtained a commitment from a certain investor (the "Subscriber") to purchase Pono's Class A ordinary shares (such shares, collectively, "Subscription Shares") in an aggregate value of $2,000,000 (as of the date hereof), representing 200,000 Subscription Shares at a price of $10.00 per share. The purpose of the sale of the Subscription Shares is to raise additional capital for use in connection with the Business Combination. The closing of the sale of the Subscription Shares pursuant to the Subscription Agreement is contingent upon, among other customary closing conditions, the substantially concu

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. In connection with the Closing, Pono will issue 200,000 Pono Class A ordinary shares to the Subscriber pursuant to the Subscription Agreement. Such shares will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Cautionary Statement Regarding Forward-Looking The information in this Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed Business Combination. These forward-looking "estimate," "intend," "strategy," "aim," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result" and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this report, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manne

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Description 10.1 Form of Subscription Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PONO CAPITAL THREE, INC. Date: January 3, 2024 By: /s/ Davin Kazama Name: Davin Kazama Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR