Pono Capital Three Files 8-K for Rule 425 Communications

Ticker: HOVRW · Form: 8-K · Filed: Jan 5, 2024 · CIK: 1930021

Complexity: simple

Sentiment: neutral

Topics: corporate-action, spac, merger-acquisition, regulatory-filing

TL;DR

**Pono Capital Three just filed an 8-K for Rule 425 communications, signaling active M&A talks.**

AI Summary

Pono Capital Three, Inc. filed an 8-K on January 4, 2024, primarily to include written communications related to Rule 425 under the Securities Act. This filing indicates that the company is actively engaged in communications that are part of a business combination or offering, which is crucial for investors as it signals progress towards a potential merger or acquisition. For shareholders, this means the company is moving forward with strategic activities that could significantly impact the stock's future value and direction.

Why It Matters

This filing signals Pono Capital Three is actively communicating about a potential business combination or offering, which could lead to significant changes in the company's structure and stock value.

Risk Assessment

Risk Level: medium — The filing itself is administrative, but the underlying 'written communications' could relate to a high-risk, high-reward business combination.

Analyst Insight

Investors should monitor Pono Capital Three's subsequent filings and press releases for details on the 'written communications' mentioned, as they likely pertain to a significant corporate event like a merger or acquisition.

Key Players & Entities

Forward-Looking Statements

FAQ

What was the primary purpose of Pono Capital Three, Inc.'s 8-K filing on January 4, 2024?

The primary purpose of Pono Capital Three, Inc.'s 8-K filing on January 4, 2024, was to include written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

What is Pono Capital Three, Inc.'s business address?

Pono Capital Three, Inc.'s business address is 643 Ilalo Street, #102, Honolulu, Hawaii 96813.

What is the registrant's telephone number?

The registrant's telephone number is (808) 892-6611.

In which jurisdiction is Pono Capital Three, Inc. incorporated?

Pono Capital Three, Inc. is incorporated in the Cayman Islands.

What is the Commission File Number for Pono Capital Three, Inc.?

The Commission File Number for Pono Capital Three, Inc. is 001-41607.

Filing Stats: 2,416 words · 10 min read · ~8 pages · Grade level 17.9 · Accepted 2024-01-05 08:26:37

Key Financial Figures

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 PONO CAPITAL THREE, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-41607 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 643 Ilalo Street , #102 , Honolulu , Hawaii 96813 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: ( 808 ) 892-6611 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Units, each consisting of one Class A Ordinary Share, and one Redeemable Warrant. PTHRU The Nasdaq Stock Market LLC Class A Ordinary Share, $0.0001 par value per share PTHR The Nasdaq Stock Market LLC Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share PTHRW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.07 Submission of Matters to a Vote of Security Holders. On January 4, 2024, Pono Capital Three, Inc., a Cayman Islands exempted company ("Pono") held an extraordinary general meeting of the shareholders (the "Meeting"), which was called to approve the proposals relating to the entry into and consummation of the Business Combination Agreement dated as of August 15, 2023 (as amended by that certain Business Combination Agreement Waiver, dated as of December 27, 2023) by and among 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. Following the Business Combination, Pono will be referred to herein as "New Pono." An aggregate of 13,863,275 ordinary shares of Pono that were entitled to vote as of the record date of November 22, 2023, were represented in person or by proxy at the Meeting. Accordingly, a quorum was present and the Meeting was lawfully convened for conducting the business to be presented at the Meeting. Each of the proposals presented at the Meeting was approved, and the Business Combination is expected to be consummated as soon as practicable following the satisfaction or waiver of the remaining closing conditions described in the proxy statement for the Meeting, including the condition that the ordinary shares of New Pono will have been approved for listing on Nasdaq. Following the closing of the Business Combination, the ordinary shares of New Pono is expected to begin trading on the Nasdaq under the symbol "HOVR". In connection with the Meeting, shareholders holding 11,476,685 of Pono's ordinary shares (the "Public Shares") exercised their right to redeem their shares for a pro rata portion of the funds in Pono's trust account (the "Trust Account"). The trustee of the Trust Account is calculating the final amount of the funds to be removed from the Trust Account in connection with such redemptions, but the current preliminary calculations are that approximately $121.9 million (approximately $10.62 per Public Share) will be removed from the Trust Account to pay suc

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