Pono Capital Three Files 8-K for Rule 425 Communications

TL;DR

**Pono Capital Three is prepping for a deal, watch for merger news!**

AI Summary

Pono Capital Three, Inc. filed an 8-K on January 11, 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 could be part of a business combination or other significant transaction. For investors, this matters because it signals ongoing corporate activity that could lead to a merger, acquisition, or other event that would 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, which could lead to significant changes for shareholders.

Risk Assessment

Risk Level: medium — The filing indicates ongoing corporate activity, which inherently carries both potential upside and downside risks depending on the nature and success of the eventual transaction.

Analyst Insight

A smart investor would monitor Pono Capital Three for further announcements regarding potential business combinations, as the Rule 425 communication suggests active discussions are underway.

Key Numbers

• 001-41607 — Commission File Number (Identifies Pono Capital Three's registration with the SEC)
• 808-892-6611 — Business Phone Number (Contact information for Pono Capital Three, Inc.)

Key Players & Entities

• Pono Capital Three, Inc. (company) — the registrant filing the 8-K
• January 11, 2024 (date) — date of earliest event reported and filing date
• Rule 425 (other) — SEC rule for written communications related to business combinations
• 001-41607 (other) — Commission File Number for Pono Capital Three, Inc.

Forward-Looking Statements

• Pono Capital Three, Inc. will announce a definitive business combination agreement. (Pono Capital Three, Inc.) — medium confidence, target: 2024-06-30

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

Filing Documents

• ea191488-8k425_pono3.htm (8-K) — 44KB
• ea191488ex3-1_pono3.htm (EX-3.1) — 396KB
• 0001213900-24-002880.txt ( ) — 720KB
• pthr-20240111.xsd (EX-101.SCH) — 4KB
• pthr-20240111_def.xml (EX-101.DEF) — 27KB
• pthr-20240111_lab.xml (EX-101.LAB) — 37KB
• pthr-20240111_pre.xml (EX-101.PRE) — 25KB
• ea191488-8k425_pono3_htm.xml (XML) — 7KB

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year. SPAC Continuance As previously disclosed, on August 15, 2023, Pono Capital Three, Inc. (the "Company"), entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Company, Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of the Company ("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"), the Company will be continued and de-registered from the Cayman Islands and redomesticate as a British Columbia company (the "SPAC Continuance"), 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 the Company. On January 10, 2024, pursuant to the Business Combination Agreement, and as described in greater detail in the Company's definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on December 22, 2023, as supplemented by a prospectus supplement filed on December 29, 2023, the SPAC Continuance was effected under Cayman Islands law when the Cayman Islands Registrar of Companies issued a Certificate of De-Registration. The Company's board of directors and shareholders approved the SPAC Continuance on January 4, 2024. On January 11, 2024, the Company completed the SPAC Continuance and in connection therewith, effected the new articles of Pono (the "post-continuance Pono Articles") under the laws of British Columbia. There has been no change to the Company's trading symbols in connection with the SPAC Continuance. On January 12, 2024, the Company's Class

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Completion of Business Combination The Company expects to complete the Amalgamation and the other transaction contemplated by the Business Combination Agreement on Friday, January 12, 2024, at which time the Company will change its name to "New Horizon Aircraft Ltd." On January 16, 2024, the Company's Class A ordinary shares will be begin trading under the new symbol "HOVR" and under a new CUSIP number, 64550A107; and the Company's warrants will begin trading under the new symbol "HOVRW" and under a new CUSIP number, 64550A115. 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 statements generally are identified by the words "believe," "project," "expect," "anticipate," "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 manner or at all, which may adversely affect the price of the Company's securities; (ii) the failure to s

01 Financial

Item 9.01 Financial (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 3.1 Post-continuance Pono Articles 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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 11, 2024 By: /s/ Davin Kazama Name: Davin Kazama Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR