Pono Capital Four
PONO · Nasdaq · AI/Tech
ACTION COMING
no date filedNothing required today
A deal cannot close without a shareholder vote, and that meeting is where you redeem. No proxy setting its date is on file.
Outer bound: the outside date, 31 December 2026 — a long-stop nobody can claim cash on.
Last close
1.4% below cash vs estimated NAV — opposite sides of the cash
Daily close · 9 Sept 2026
SpacBrain’s read
Floor not confirmed
No redemption window has closed — but no dated redemption election is on file for this name either, so we cannot show you a date to act by.
What we do have: no window has closed, and the deadline we compute for it runs to 16 September 2027 — our arithmetic off the IPO date and the charter term, not a date any filing we hold states. That deadline is not itself a window you can redeem into. The full chain of evidence is under Evidence.
Change on the last daily close0.0% day
That is $0.03 above the $10.00 of cash held per share as last filed. Everything above the cash is what the market thinks the deal is worth, and redemption does not protect it. Against our ESTIMATE of what the trust holds today — ~$10.18, the filed figure carried forward at the T-bill — the same price is 1.4% below the cash. That estimate is our arithmetic, not a filing.
In plain terms
- What it is
- A $120M SPAC from Pono Capital (Shindo Dustin M), listed on Nasdaq in March 2026.
- What it's doing now
- It agreed in August 2026 to merge with Blackstar Orbital, an orbital spacecraft and defense systems manufacturing company based in the United States. The deal values that business at about $380M. No date has been filed for the shareholder vote.
- What you should know
- We have no filed date on which you could claim the cash back, so we cannot tell you a day to act by. That is a gap in the public record, not a statement that the right has gone.
At a glance
- Where it stands
- Deal announced · next: the shareholder vote, awaiting filing
- A deal has been announced. Before anyone can redeem, a merger proxy has to be filed — an S-4 or F-4 registration statement, or a preliminary proxy — the SEC has to clear it, and a meeting date has to be set. That meeting is where you redeem. No such date is on file with us, so there is none to show.
- Merging with
- Blackstar Orbital Technologies Corporation is developing reusable orbital spacecraft designed to launch aboard existing rockets as conventional payloads, operate in low Earth orbit, return mission payloads to Earth … (United States)
- Industry
- Industrials — orbital spacecraft and defense systems manufacturing
- What it set out to buy: AI/Tech
- Deal value
- $380M
- announced 6 August 2026
- Price vs cash floor
- $10.03 vs $10.00
- $0.03 above the last filed cash held for you; 1.4% below cash against our estimated ~$10.18
- Cash left in trust
- $121.2M
- IPO
- 13 March 2026
- $120M raised · 100.0% of each $10 unit into trust
- Headquarters
- 643 ILALO STREET, #102, HONOLULU, HI, 96813
- registered in the Cayman Islands
- Lead underwriter
- D. Boral Capital LLC
- Key officers
- Shindo Dustin M (CEO and Chairman) · Miyashiro Gary (Chief Financial Officer) · SAYAMA MIKE K (Director)
- Listed securities
- PONO common · PONOR right $0.23 · PONOU unit $10.47 · PONO common $10.03
As last filed, 30 June 2026.
source: 10-Q acc 0001213900-26-087845
Modelled, not filed: $10.10 filed 30 June 2026, compounded 72 days at the 3.95% 3-month T-bill (treasury.gov daily par yield curve). No tax drag, extension deposits or dissolution costs are modelled.
- vs last filed NAV
- 0.3%above cash
- $10.00, 10-Q as of Jun 30, 2026, acc 0001213900-26-087845
- vs estimated NAV today (our estimate)
- 1.4%below cash
- ~$10.18, accrued 72 days at 3.95%
The two rows disagree about which side of the cash this price sits on. Both are arithmetically right — they divide by different cash figures. The filed one is what a document says the trust held on its date; the estimated one carries that same figure forward at the T-bill for the days since, which is our arithmetic and not a filing.
A deal has been announced. Before anyone can redeem, a merger proxy has to be filed — an S-4 or F-4 registration statement, or a preliminary proxy — the SEC has to clear it, and a meeting date has to be set. That meeting is where you redeem. No such date is on file with us, so there is none to show. The outside date we hold is 31 December 2026 — a contractual long-stop, not a date you can claim cash on. What an outside date is →
Yield to redemption
No dated redemption window on file — no yield to compute.
We hold no redemption election for this SPAC. The only dated event on file is the outside date on Dec 31, 2026, which pays a holder nothing — so no yield can be measured to it. An unsourced date would make the yield look filed when it is not.
What is protecting this price
The reasoning behind the verdict above, in the order the filings establish it.
- No dated redemption election is on file for this name. That is an absence in the record, not proof that the right has gone — but it does mean this page cannot tell you a day to act by.
- Cash held in trust is $10.00 per share as last filed. That is the figure a redemption pays out at, plus whatever interest the trust earns between the filing and the window.
- The charter runs to a date no filing we hold states; from the IPO date and the charter term we estimate 16 September 2027. Whenever it falls, if no deal closes by then the trust is returned to holders — a floor of a different kind: it pays out, but you do not choose when, and this one you should read out of the prospectus yourself.
What has happened, and what is coming
4 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 13 March 2026IPOpassed
$120M raised into trust
- 6 August 2026Deal announcedpassed
Combination with Blackstar Orbital
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- Blackstar Orbital$380M · announced 6 August 2026announcedIndustrialsWeb research
What Blackstar Orbital does — read from blackstarorbital.com on 21 August 2026
BlackStar Orbital develops and operates the BX-100, a reusable autonomous space drone that delivers payloads to low Earth orbit, hosts them on-orbit, and returns them to a runway for rapid reuse. The company offers SpaceDrone for payload deployment and hosting, and SpaceBox for certified in-space product testing and validation.
Titusville, FloridaResearch & R&DDefenseConstellationsBlackstar Orbital Technologies Corporation, founded in 2023 and headquartered on Florida's Space Coast in Titusville, is an aerospace and defense company developing a reusable orbital spacecraft platform called SpaceDrone. The company's flagship vehicle, the BX-100, is a lifting-body spaceplane designed to launch aboard existing rockets as a conventional payload, operate in low Earth orbit, and then return to Earth with a runway landing for recovery and reuse. The vehicle can carry up to 100 kg to LEO, supports powered payload hosting with downlink capability, and is engineered for approximately 100 flights per airframe with a 48-hour turnaround between missions. Blackstar offers three configurations of the BX-100: a modular variant for science and R&D missions, a defense variant designed for rapid call-up and on-orbit reconstitution, and a CubeSat dispenser variant for constellation deployment. The company also markets SpaceBox, a certified container that lets customers fly products to space and back with no engineering on their side. Blackstar's SpaceBox has already flown on Axiom-4, marking the company's first returned flight hardware.
The company is led by President and CEO Christopher Jannette, who has framed Blackstar's mission around the premise that today's satellites are designed without a return path. By integrating orbital operations, payload return, and runway recovery into a single platform, Blackstar aims to serve both government and commercial customers with responsive, repeatable access to orbit and the ability to recover high-value payloads, technologies, and materials from space. The company has secured approximately $1.9 million in cumulative U.S. government research and development funding, including awards through SpaceWERX, the innovation arm of the U.S. Space Force, as well as participation in NASA's Tipping Point program and the U.S. Space Force's Orbital Prime initiative. On the commercial side, Blackstar reports over $120 million in signed letters of intent from customers spanning in-orbit servicing, in-space compute, and other space economy segments. The company has also established strategic partnerships with Starfighters Space for F-104-based flight testing of the SpaceDrone, Phantom Space for launch collaborations, and KMI for active debris removal missions.
Blackstar has raised roughly $31 million in total funding across a seed round closed in May 2024, a $30 million Series A in August 2024, debt financing, and accelerator programs. Its investors include Seraphim Space, Space Florida, Space-Edge, and CT Holdings. The company employs approximately 10 people and is reportedly generating revenue. Its technology has been classified under multiple categories including reusable satellites, re-entry transport services, space tugs, and microgravity flight services, reflecting the breadth of mission types the SpaceDrone platform is designed to support.
On August 6, 2026, Blackstar announced a definitive merger agreement with Pono Capital Four, Inc. (NASDAQ: PONO), a special purpose acquisition company led by Dustin Shindo, in a stock transaction valuing Blackstar at $380 million. The deal structure involves Blackstar merging with a Pono subsidiary and continuing as the surviving corporation, with Pono subsequently renaming itself Blackstar Orbital Corporation. Approximately 25% of the merger consideration shares will be escrowed for six years to secure indemnification and litigation claims, and an additional equity incentive plan reserve of up to 6 million shares is planned. The transaction, which has been unanimously approved by both boards, is expected to close in the first quarter of 2027, subject to shareholder approvals, regulatory clearances, and Nasdaq listing conditions. Blackstar's leadership framed the SPAC route as a way to accelerate the company's path toward making repeatable access to and return from orbit a practical capability, positioning Blackstar to become a global leader in the prem
Deal structureSEC-primary — BCA 8-K / S-4 / DEFM14A$380Mvs$551M+45% dilutionEffective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- Sponsor promote
- 30%
- Exchange ratio
Blackstar equityholders receive Parent Common Shares equal to $380,000,000 (Base Purchase Price) divided by the Redemption Price; per-share Conversion Ratio = that share number divided by Aggregate Fully Diluted Company Common Stockmore ▾less ▴
PIPE structure: No PIPE or other committed financing disclosed in the BCA 8-K, press release or Merger Agreement.Lock-up:The term “ Lock-up Period ” means the period beginning on the Closing Date and ending on the date that is six months after the Closing Datemore ▾less ▴
The score
deterministic, from filed fieldsOne number for the shape of the bet: how much upside you are getting per unit of downside. It is arithmetic over filed fields, not a rating and not advice — and it is the same number this SPAC carries on the leaderboard, the screener and the deal list, because all four read one engine.
0.3% premium to the last filed trust — capital at risk
The blend is trust discount (40 points), deal stage (30), sponsor track record (18) and time to catalyst (12). Every input is a real sourced field; where one is missing, confidence drops rather than a number being invented.
The company
from SEC filingsRead the full profile
Pono Capital Four, Inc. is a $120 million Nasdaq SPAC from Honolulu focused on the defense and space sectors. The company's stated focus is the defense and space sectors, though its registration statement notes it may pursue an acquisition opportunity in any business, industry, sector, or geographical location. Pono Capital Four is headquartered in Honolulu, Hawaii, and is led by Chief Executive Officer Dustin Shindo. The company's sponsor is Mehana Ventures LLC.
Pono Capital Four completed its initial public offering on March 13, 2026, raising $120 million through the sale of units priced at $10.00 each. Each unit consists of one Class A ordinary share and one right to receive one-fifth (1/5) of a Class A ordinary share upon consummation of an initial business combination; the units contain no warrants. The units trade on the Nasdaq Global Market under the symbol PONOU, with the Class A ordinary shares and rights trading separately under the symbols PONO and PONOR, respectively. The trust account holds $10.00 per share, and the company has 18 months from the closing of the offering to consummate its initial business combination, subject to possible shareholder-approved extensions.
On 6 August 2026 Pono Capital Four announced a definitive merger agreement, dated 5 August 2026, with Blackstar Orbital Technologies Corporation in a deal recorded at a $380 million base purchase price, with about a quarter of the merger consideration held in escrow for six years. Shareholders have not yet been asked to vote.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
This is the first SEC filing to disclose a definitive business combination agreement, providing the target (Blackstar Orbital) and confirming the SPAC will proceed to a shareholder vote. It also provides the exact trust value per share (~$10.10), current cash burn, and sponsor's forfeiture of over-allotment shares, all critical for redemption timing and trust value analysis.
This provides a comprehensive deal framework. Key dates: PONO can walk if closing fails by Dec 31, 2026; Blackstar can walk if closing fails by Mar 31, 2027. The S-4 registration statement must be filed, and a shareholder meeting called. Blackstar must provide audited 2025/2024 financials and reviewed June 30, 2026 interim financials by Aug 31, 2026. The trust fund per the representation has at least $120 million as of the agreement date. The escrow size (25%) is large but for long-duration indemnification. The lock-up period for equity holders is 6 months. Redemptions are subject to commercially reasonable efforts to minimize, but the sponsor is not obligated to sell its founder shares. No new redemption deadline or trust value change.
This filing activates the de-SPACization timeline, directly informing redemption windows and shareholder voting deadlines. It anchors a $380 million implied valuation for Blackstar Orbital Technologies Corporation and provides management-sourced operational and commercial benchmarks critical to redemption calculus: Blackstar President and CEO Christopher Jannette characterizes the SpaceDrone™ platform as engineered around recovery, reuse, and reflight, designed to launch aboard existing rockets, conduct missions in low Earth orbit, carry payload returns, and land on runways. Blackstar states it has been awarded approximately $1.9 million in cumulative U.S. government research and development funding via SpaceWERX and the U.S. Space Force, alongside over $120 million in signed commercial letters of intent covering in-orbit servicing to in-space compute. Pono CEO Dustin Shindo contends the target’s deploy-and-relaunch model will accelerate space economy efficiency through improved turnaround times. Third-party industry data referenced from the Satellite Industry Association’s 2026 State of the Satellite Industry Report projects the commercial satellite sector generated $303 billion in 2025 revenue, representing 71 percent of the $429 billion global space economy, with 4,434 satellites deployed in 2025—a 65 percent increase over 2024. The filing lists legal and financial intermediaries (Loeb & Loeb LLP and Appleby for Pono; Greenspoon Marder LLP for Blackstar; D. Boral Capital LLC as Blackstar’s M&A advisor) and explicitly warns that redemptions exceeding anticipated levels, alongside unmet Nasdaq listing standards, could jeopardize consummation. Public shareholders will use these figures and forward-looking conditions to benchmark redemption liquidity against projected pre-close operational milestones.
This is the first financial baseline for the SPAC. The trust is fully funded at $10.01 per share. Cash burn from operating activities was $220,859 in the first 2.5 months since the IPO. Working capital appears tight; the company already borrowed $100,000 from the sponsor and has access to up to $1,500,000 in working capital loans. The forfeiture of 771,429 founder shares confirms the over-allotment option was not exercised in full, reducing potential dilution. No target has been announced as of this filing.
This arrangement safeguards redemption mechanics by ring-fencing the public trust account from sponsorship leverage, ensuring the sponsor cannot assert priority over public shareholders during liquidation or conversion. The $100,000 zero-interest facility injects targeted transaction capital for deal-related expenses without draining trust balances or diluting existing shares. The five-business-day funding commitment and automatic maturity upon deal closing align cash obligations with merger progression ahead of the 2027-09-16 deadline. Chief Executive Officer Dustin Shindo executed the 8-K signature page and countersigned the promissory note for both the issuer and the payee, confirming sponsor backing and corporate authorization. The document contains no updates to the trust share value, board composition, or target announcement.
Regarding other substantive provisions, the filing discloses that each public unit carries a right to receive one-fifth of a Class A ordinary share upon business combination, with the auditor assigning those public rights a fair value of $3,583,166. The sponsor has contractually waived redemption and liquidation rights on its founder and private shares, while agreeing to indemnify the trust if third-party claims reduce the per-share balance below the stated purchase price—though the company explicitly discloses it has not independently verified whether the sponsor holds sufficient external assets to satisfy that obligation. Additional substance includes a $10,000-per-month administrative services agreement with the sponsor effective until business combination completion, availability of up to $1,500,000 in convertible working capital loans at $10.00 per unit, 15,000 representative shares issued to D. Boral Capital subject to transfer restrictions, and disclosed geopolitical risk factors citing ongoing wars between Russia/Ukraine and Israel/Hamas as potential disruptors to the search and financing timelines.
Show 7 more material filings
This disclosure records the chief executive’s direct equity accumulation ahead of the merger timeline, confirming the transaction consumes zero trust balance, leaves the redemption schedule and extension mechanics fully intact, and reflects unmodified sponsor conduct regarding the deal timeline. The filing contains no statements on target revenue, customer concentration, market sizing, technology roadmaps, partnership structures, litigation posture, or operational milestones.
This is the IPO closing filing that establishes the trust value, per-share trust amount, deadline, and sponsor structure. Trust holds $120,000,000 ($10.00/share). Redemption deadline 18 months from closing, extendable by up to 6 months with sponsor deposits of $0.10/share per extension. Sponsor and insiders agree to vote/not redeem shares in favor of a business combination. Sponsor indemnifies trust against third-party claims up to $10.00/share. Sponsor forfeits up to 771,429 founder shares if over-allotment not exercised. Underwriters receive deferred commission of up to $2.5M, reduced by $0.70 per redeemed share.
The document dictates the exact redemption formula ('aggregate amount then on deposit in the trust account... divided by the number of then outstanding public shares'), notes that trust earnings cannot fund potential excise taxes under the Inflation Reduction Act of 2022, and outlines severe dilution mechanics from founder anti-dilution provisions that lock Class B shares into 30% of the post-combination equity pool.
The filing provides definitive mechanics for capital preservation, exit pricing, and incentive alignment before deployment. The 15% redemption limitation during a stockholder vote materially constrains concentrated holders seeking liquidity, while the $100,000 dissolution expense carve-out slightly reduces terminal trust yields per share.
The filing provides the definitive terms for the SPAC's IPO, including a $150 million trust ($10.00 per share), an 18-month deadline to complete a business combination (with possible extensions subject to shareholder approval or sponsor loans), redemption rights for public shareholders, sponsor compensation details (founder shares at $0.003 each, private placement units at $10.00), and dilution projections under various redemption scenarios. Investors can assess trust value, extension mechanisms, potential conflicts of interest, and prior SPAC experience of management. The document also confirms no target has been identified.
This filing provides full disclosure of the SPAC's IPO structure, trust account mechanics ($150M initial deposit, $10.00 per share trust value), redemption rights (public shareholders may redeem shares for pro rata trust proceeds upon business combination or liquidation), 18-month business combination deadline (extendable by up to 24 months with sponsor deposits of $1.5M per three-month extension), sponsor compensation (founder shares purchased for $0.003 per share, 250,000 private placement units at $10.00 per unit), and potential conflicts of interest. It is the definitive prospectus for the offering, allowing investors to evaluate the investment before committing capital.
Sets the core mechanics for investors: the trust per-share value is $10.00; public shareholders have redemption rights at the time of a business combination; the sponsor (Mehana Ventures LLC) purchased 7,392,857 founder shares for $25,000 ($0.003 per share) and will buy 250,000 private placement units for $2.5 million; a 15% cap on redemptions applies if a shareholder vote is held; non-managing sponsor investors may indirectly acquire up to 200,000 private placement units and 2,000,000 founder shares, creating potential conflicts. The deadline to complete a deal is 24 months from the IPO closing (estimated 2027-09-16 based on the filing date). No target has been selected.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: A Schedule 13G beneficial ownership report. Highbridge Capital Management, LLC disclosed beneficial ownership of Pono Capital Four securities. The provided text contains no updates to redemption deadlines, trust accounting, extension provisions, target deal progress, or sponsor conduct. Why it matters: This is a standard regulatory update reflecting institutional threshold crossings rather than a strategic or operational catalyst. The excerpt makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and attributes no figures or projections to any party. Consequently, it does not signal redemption pressure, alter the tracked expiration window, or provide substantive data for evaluating business combination readiness or sponsor behavior.
What changed: Routine compliance exhibit: an amended beneficial ownership report (Schedule 13G/A). The filing identifies Decagon Asset Management LLP and Benjamin John Durham as reporting persons submitting an updated regulatory disclosure. As an amendment, it indicates a subsequent event triggered a revision to a prior 13G, but the provided text omits the mandatory quantitative schedules (aggregate shares held, percentage of the outstanding class, acquisition dates, and whether voting or dispositive power increased or decreased). No alterations to redemption windows, trust account mechanics, extension proposals, or deal execution milestones are documented in this excerpt. Why it matters: For investors tracking the stated deadline and post-announcement phase, amended 13Gs primarily reflect institutional or key-person portfolio adjustments rather than structural SPAC developments. While the filing confirms continued ownership visibility for both reporting persons, it provides no direct signal on sponsor conduct, extension voting intent, or merger completion probability. Any material shift in institutional positioning ahead of a business combination would typically alter the underlying share counts or control assertions, which are absent from this excerpt. No claims concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present.
What changed: Quarterly Report (Form 10-Q) for the quarterly period ended June 30, 2026. On August 5, 2026, the Company entered into a Merger Agreement with Blackstar Orbital Technologies Corporation, an aerospace technology company. The filing also reports completion of the IPO on March 16, 2026 (12,000,000 units at $10.00 per unit), trust account of $121,239,046 (approximately $10.10 per public share), cash outside trust of $335,344, working capital of $398,980, net income of $1,022,689 for Q2 2026, and a going concern qualification due to insufficient financial resources to sustain operations for one year absent a business combination. Why it matters: This is the first SEC filing to disclose a definitive business combination agreement, providing the target (Blackstar Orbital) and confirming the SPAC will proceed to a shareholder vote. It also provides the exact trust value per share (~$10.10), current cash burn, and sponsor's forfeiture of over-allotment shares, all critical for redemption timing and trust value analysis.
What changed vs 2026-05-14trust $120.2M → $121.2M +1%going concern APPEAREDtrust account, going-concern doubt, sponsor loans outstanding +12 moved · 2 with no prior record of ours
- Trust account
- $120.2M$121.2M
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $300K · unchanged
- Redeemable shares
- 12.0M · unchanged
SpacBrain reads this as $1,063,723 was added to the trust between the two filings.
The clause “Total current assets 452,055 Non-current assets Cash and marketable securities held in Trust Account 121,239,046 Prepaid expenses non-current 47,177 Total non-current assets 121,286,223 Total Assets $ 121,738,278 Liabilities, Class A”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“in accordance with ASC 205-40, Presentation of Financial Statements Going Concern , the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year”…
The clause …“with the Initial Public Offering. As of March 16, 2026, the Company had borrowed $ 300,000 under the Promissory Note. On March 16, 2026, these loans were cancelled in exchange for 30,000 private placement units as part of the”…
The clause …“200,000,000 shares authorized; 205,000 issued and outstanding (excluding 12,000,000 shares subject to possible redemption) 21 Class B Ordinary Shares, $ 0.0001 par value, 20,000,000 shares authorized; 5,142,857 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 425 routine compliance exhibit filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934. It references a LinkedIn post published on August 7, 2026, by Christopher Jannette, Chief Executive Officer of Blackstar Orbital Technologies Corporation, concerning a proposed merger with Pono Capital Four, Inc., alongside standard SEC safe harbor disclaimers and solicitation participant notices. No mechanical adjustments to the redemption calendar, trust value, extension timeline, or merger terms are disclosed. The filing merely directs investors to wait for a forthcoming Proxy Statement that will contain the full description of the Merger's terms and establish a record date for voting. It repeats baseline risk warnings that redemptions could exceed anticipated levels, that shareholder approval remains a condition to consummation, and that failure to meet Nasdaq Global Market initial listing standards could halt the deal. Why it matters: This document serves as a mandatory post-announcement disclosure trigger under federal securities rules, ensuring shareholders are directed to official proxy materials before making voting or redemption decisions. Because it contains zero operational metrics, customer commitments, revenue projections, or technological roadmap details, it carries no immediate impact on trust distribution calculations. However, it signals the active phase of the solicitation process; the subsequent Preliminary and Definitive Proxy Statements will be the governing instruments that lock in the actual redemption deadline, disclose any Private Investment in Public Equity transactions, outline sponsor or insider lock-up agreements, and confirm whether additional capital raising will affect net trust proceeds at closing.
What changed: Form 8-K announcing entry into a material definitive agreement (Merger Agreement) by SPAC Pono Capital Four to combine with Blackstar Orbital Technologies Corporation. On August 5, 2026, PONO entered into a Merger Agreement with Blackstar and its wholly owned subsidiary Merger Sub. The deal values Blackstar at a Base Purchase Price of $380,000,000, with the aggregate merger consideration being a number of Parent Common Shares equal to the Base Purchase Price divided by the Redemption Price. Approximately 25% of the consideration will be placed into a six-year escrow for indemnification and litigation claims. The combined company will be renamed Blackstar Orbital Corporation. The SPAC will domesticate from Cayman Islands to Delaware prior to closing. The filing also includes Parent Support and Company Support Agreements (locking up sponsor and insider voting/no-transfer) and a form of Lock-Up Agreement (6-month lock-up for insiders). A $30 million Pre-Merger or Closing Financing (private placement / non-redemption agreements) is contemplated but is expressly not a condition to closing. Why it matters: This provides a comprehensive deal framework. Key dates: PONO can walk if closing fails by Dec 31, 2026; Blackstar can walk if closing fails by Mar 31, 2027. The S-4 registration statement must be filed, and a shareholder meeting called. Blackstar must provide audited 2025/2024 financials and reviewed June 30, 2026 interim financials by Aug 31, 2026. The trust fund per the representation has at least $120 million as of the agreement date. The escrow size (25%) is large but for long-duration indemnification. The lock-up period for equity holders is 6 months. Redemptions are subject to commercially reasonable efforts to minimize, but the sponsor is not obligated to sell its founder shares. No new redemption deadline or trust value change.
Show the other 10 filings
What changed: A Form 8-K current report furnishing Exhibit 99.1, a Regulation FD press release announcing the execution of a definitive Agreement and Plan of Merger. Deal progress advanced with the signing of the Merger Agreement. The transaction expects to close in the first quarter of 2027, subject to Pono and Blackstar shareholder approvals and customary conditions. This filing does not amend the per-share trust amount or the original 2027-09-16 redemption deadline, but it formally triggers the proxy solicitation phase that will govern the redemption window, record date, and voting mechanics. Cash proceeds after redemptions and transaction expenses are earmarked for further Blackstar technology development and general corporate purposes. Why it matters: This filing activates the de-SPACization timeline, directly informing redemption windows and shareholder voting deadlines. It anchors a $380 million implied valuation for Blackstar Orbital Technologies Corporation and provides management-sourced operational and commercial benchmarks critical to redemption calculus: Blackstar President and CEO Christopher Jannette characterizes the SpaceDrone™ platform as engineered around recovery, reuse, and reflight, designed to launch aboard existing rockets, conduct missions in low Earth orbit, carry payload returns, and land on runways. Blackstar states it has been awarded approximately $1.9 million in cumulative U.S. government research and development funding via SpaceWERX and the U.S. Space Force, alongside over $120 million in signed commercial letters of intent covering in-orbit servicing to in-space compute. Pono CEO Dustin Shindo contends the target’s deploy-and-relaunch model will accelerate space economy efficiency through improved turnaround times. Third-party industry data referenced from the Satellite Industry Association’s 2026 State of the Satellite Industry Report projects the commercial satellite sector generated $303 billion in 2025 revenue, representing 71 percent of the $429 billion global space economy, with 4,434 satellites deployed in 2025—a 65 percent increase over 2024. The filing lists legal and financial intermediaries (Loeb & Loeb LLP and Appleby for Pono; Greenspoon Marder LLP for Blackstar; D. Boral Capital LLC as Blackstar’s M&A advisor) and explicitly warns that redemptions exceeding anticipated levels, alongside unmet Nasdaq listing standards, could jeopardize consummation. Public shareholders will use these figures and forward-looking conditions to benchmark redemption liquidity against projected pre-close operational milestones.
What changed: A Schedule 13G beneficial ownership report filed to disclose aggregate securities holdings by Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust, and Robert R. Bellick. The filing identifies that these four investment advisory entities and individuals hold beneficial ownership of PONO common stock, but the excerpt provides no share quantities, acquisition timestamps, percentage thresholds, transaction prices, or amendment language. No changes to redemption mechanics, trust distribution schedules, extension proposals, merger timeline status, or sponsor governance procedures are disclosed. Why it matters: For investors tracking redemption deadlines, trust value mechanics, extension negotiations, deal execution progress, or sponsor conduct, this Schedule 13G excerpt introduces no operational or structural developments. The listed parties appear to be portfolio management affiliates and principals, reflecting standard institutional positioning rather than SPAC-specific commitments. The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive transitions attributable to management, sponsors, or underwriters. Consequently, the excerpt does not alter existing mechanics, shift redemptability parameters, or signal changes in deal advancement or fiduciary behavior.
What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026. This is the first quarterly report filed by Pono Capital Four, covering the period from inception (January 2, 2026) through March 31, 2026. The company completed its IPO on March 16, 2026, issuing 12,000,000 units at $10.00 / unit for gross proceeds of $120,000,000. Trust balance is $120,175,323, representing $10.01 per public share. Management reports having $484,421 in cash outside the trust and working capital of $423,139. On May 6, 2026, the company issued a $100,000 promissory note to the sponsor. On May 5, 2026, 771,429 founder shares were forfeited, reducing Class B shares to 5,142,857. The company has not yet identified a target or announced a deal. No business combination agreement has been signed. The deadline for a combination is 18 months from the IPO — September 16, 2027. Why it matters: This is the first financial baseline for the SPAC. The trust is fully funded at $10.01 per share. Cash burn from operating activities was $220,859 in the first 2.5 months since the IPO. Working capital appears tight; the company already borrowed $100,000 from the sponsor and has access to up to $1,500,000 in working capital loans. The forfeiture of 771,429 founder shares confirms the over-allotment option was not exercised in full, reducing potential dilution. No target has been announced as of this filing.
What changed: Schedule 13G — beneficial ownership report. The 2026-05-14 filing identifies Glazer Capital, LLC and Paul J. Glazer as holders under report 0001076809-26-000053. According to the text, no share quantities, ownership percentages, acquisition dates, or prior position comparisons are disclosed. Because the report omits voting rights and economic stakes, it provides no information bearing on redemption deadlines, trust value distributions, extension proceedings, business combination progress, or sponsor conduct. Why it matters: Per the filing’s own wording, the document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a routine equity-holding notification that lacks block-size transparency or statements of investment purpose, it does not signal shift control, alteration of liquidation preferences, or modification of shareholder exit windows, making it immaterial to investors tracking SPAC mechanics.
What changed: A Schedule 13G, classified as a regulatory beneficial ownership report. The filing text identifies Decagon Asset Management LLP and Benjamin John Durham as reporting persons under identifier [0001950677-26-000009]. It contains no stated share counts, percentage thresholds, acquisition dates, purchase prices, or disclosure of purpose. Accordingly, there is no revision to the announced transaction status, any liquidation deadline, or any trust account mechanics. Why it matters: As a routine compliance submission, this filing primarily functions as a ledger entry confirming that one or more holders have crossed or maintain the five-percent beneficial ownership line. Because the excerpt provides no numerical disclosures or strategic statements attributed to Decagon Asset Management LLP or Benjamin John Durham, it does not indicate shifts in shareholder voting capacity, sponsor conduct, or deal progression. Investors tracking redemption calendars will find no adjustment to liquidity windows or extension provisions. The record remains purely informational until a subsequent amendment or schedule publishes share quantities, trade dates, or purpose declarations directly from the named filers.
What changed: A Form 8-K current report that functions as a routine compliance disclosure, announcing and attaching an unsecured promissory note between the SPAC and its sponsor. Item 1.01 and Exhibit 10.1 confirm that Pono Capital Four, Inc. entered into a definitive agreement on May 6, 2026, to access an unsecured promissory note for a principal amount of up to $100,000. The 8-K body identifies the payee as Mehana Capital LLC, while the attached note names Mehana Ventures LLC. Under the terms, the Company may draw down funds for costs reasonably related to the initial business combination, and the sponsor must fund each request no later than five business days after receipt. The note bears no interest and becomes due upon consummation of the business combination. If a business combination is not consummated, repayment is restricted strictly to funds available outside the trust account. Section 13 of the exhibit records a trust waiver where the payee forfeits any right, title, interest or claim to the trust account and waives recourse against it. Why it matters: This arrangement safeguards redemption mechanics by ring-fencing the public trust account from sponsorship leverage, ensuring the sponsor cannot assert priority over public shareholders during liquidation or conversion. The $100,000 zero-interest facility injects targeted transaction capital for deal-related expenses without draining trust balances or diluting existing shares. The five-business-day funding commitment and automatic maturity upon deal closing align cash obligations with merger progression ahead of the 2027-09-16 deadline. Chief Executive Officer Dustin Shindo executed the 8-K signature page and countersigned the promissory note for both the issuer and the payee, confirming sponsor backing and corporate authorization. The document contains no updates to the trust share value, board composition, or target announcement.
What changed: A Form 8-K current report accompanied by a corporate press release that announces the imminent separate trading of the equity and contingent share rights embedded in the company's listed units. The filing discloses that, beginning May 5, 2026, unit holders will be permitted to elect to split each unit—defined as one Class A ordinary share at a $0.0001 par value plus one right to receive one-fifth of one Class A ordinary share at the closing of an initial business combination—into distinct publicly traded instruments. Separated shares will carry the ticker PONO, separated rights will carry the ticker PONOR, and unseparated units will continue trading as PONOU. The associated Form S-1 registration statement was declared effective on March 12, 2026, and D. Boral Capital, LLC is listed as the distributor point for prospectus copies. Holders must coordinate through their brokers and Continental Stock Transfer & Trust Company to effect the separation. Why it matters: This filing triggers a mechanical change to how PONO's public capital structure trades but does not modify the September 16, 2027 liquidation deadline, adjust trust account distribution rules, announce a specific business combination target, or reflect any shift in sponsor governance. By establishing independent share and rights trading, the company alters pre-combination liquidity dynamics: investors can now trade long-only equity exposure or purely speculative derivative-style rights without carrying the combined unit package. The press release attributes to management a stated strategy to primarily pursue targets in the disruptive technology sector and confirms Dustin Shindo remains Chief Executive Officer and Chairman of the Board of Directors. Because unit separation precedes rather than replaces a merger announcement or shareholder redemption notice, traders should monitor PONOU/PONOR/PONO volume divergence and rights premium behavior as early sentiment indicators, but the filing itself contains no new redemption calendar data, trust valuations, extension proposals, or deal-progress milestones.
What changed: Exhibit A to a Schedule 13G — a joint filing consent agreement between Whitebox Advisors LLC and Whitebox General Partner LLC acknowledging co-reporting obligations for Class A Ordinary Shares of Pono Capital Four, Inc., dated March 23, 2026. None. The filing documents a procedural agreement to jointly file a beneficial ownership report under SEC rules. It does not alter the redemption deadline (2027-09-16), trust per-share value, extension mechanics, announced deal status, or sponsor conduct. Why it matters: The document contains no substantive business or operational information. Neither the signatories nor the reporting entities make claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. For investors tracking redemption calendars, trust valuations, extensions, deal progress, or sponsor conduct, it registers as routine compliance documentation with zero mechanical impact.
What changed: This document is a Form 8-K Current Report disclosing the consummation of Pono Capital Four’s initial public offering and concurrent private placement on March 16, 2026, accompanied by an audited balance sheet and comprehensive financial statement notes filed as Exhibit 99.1. Per the filing, the trust mechanism is now funded with $120,000,000 following the March 16, 2026 IPO of 12,000,000 units priced at $10.00 per unit. Simultaneously, Mehana Ventures LLC and a certain institutional investor acquired 190,000 private units at $10.00 per unit for $1,900,000, with the sponsor purchasing 160,000 units and the investor purchasing 30,000 units. The filing reports $619,425 in operating cash, $135,000 in over-allotment liability, and $2,500,000 in deferred underwriting commissions. Founders’ equity stands at 5,914,286 Class B shares following the forfeiture of 1,478,571 shares at pricing, originally purchased for $25,000. The registrant’s financial statements confirm total liabilities of $2,635,000 and shareholder deficit of $(2,008,864). The document reaffirms the standard 18-month completion window from the March 16, 2026 closing date and does not report any extension or amendment to the redemption calendar. Why it matters: Regarding other substantive provisions, the filing discloses that each public unit carries a right to receive one-fifth of a Class A ordinary share upon business combination, with the auditor assigning those public rights a fair value of $3,583,166. The sponsor has contractually waived redemption and liquidation rights on its founder and private shares, while agreeing to indemnify the trust if third-party claims reduce the per-share balance below the stated purchase price—though the company explicitly discloses it has not independently verified whether the sponsor holds sufficient external assets to satisfy that obligation. Additional substance includes a $10,000-per-month administrative services agreement with the sponsor effective until business combination completion, availability of up to $1,500,000 in convertible working capital loans at $10.00 per unit, 15,000 representative shares issued to D. Boral Capital subject to transfer restrictions, and disclosed geopolitical risk factors citing ongoing wars between Russia/Ukraine and Israel/Hamas as potential disruptors to the search and financing timelines.
What changed: SEC Form 4 — insider ownership report documenting a corporate insider’s securities transaction. Per the Form 4 filing, Dustin M. Shindo (Director, CEO, Chairman, and 10% owner) completed an open-market purchase of 160,000 shares on March 16, 2026, raising his total reported holding to 160,000 shares immediately after the trade. Why it matters: This disclosure records the chief executive’s direct equity accumulation ahead of the merger timeline, confirming the transaction consumes zero trust balance, leaves the redemption schedule and extension mechanics fully intact, and reflects unmodified sponsor conduct regarding the deal timeline. The filing contains no statements on target revenue, customer concentration, market sizing, technology roadmaps, partnership structures, litigation posture, or operational milestones.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Liquidation / termination drag: 0 liquidations and 0 terminations across 3 vehicles raised → 0% attrition (terminations 1.25×, stale shells 0.75×).
Mixed record · low confidence
- PONO Capital Corp · 2021→ AERWINS Technologies Inc.Completed
Deal team — named in the prospectus
- D. Boral Capital LLCLead-left
- Dominari Securities LLCUnderwriter
- Webull Financial LLCUnderwriter
Read from this SPAC’s own prospectus; the arrow opens the filing. Firms link to their full mandate record.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + R/5 · 100.0% of the $10 unit
from 424B4 0001213900-26-027770
as of 10 September 2026
as of 10 September 2026
Trading & liquidity
Company profile
DEAL Aug 6: Blackstar Orbital $380M
Directors & officers
- Shindo Dustin MCEO and Chairman
- Miyashiro GaryChief Financial Officer
- SAYAMA MIKE KDirector
- Nakamoto DarrylDirector
- Bauer AdamDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
6 filers with a stake on file · 6 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Mehana Ventures LLC28.5% · SC 13GMar 18, 2026 fresh
- GLAZER CAPITAL, LLC8.3% · SC 13GMay 14, 2026 fresh
- HIGHBRIDGE CAPITAL MANAGEMENT LLC8.2% · SC 13GAug 14, 2026 fresh
- Decagon Asset Management LLP6.1% · SC 13G/AAug 13, 2026 fresh
- WHITEBOX ADVISORS LLC5.7% · SC 13GMar 23, 2026 fresh
- WOLVERINE ASSET MANAGEMENT LLC5.7% · SC 13GJul 14, 2026 fresh
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
News
company wires and the financial pressReporting we have matched to this ticker. Headlines belong to the outlets that wrote them.
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- Blackstar Orbital Technologies, an innovative developer of
GlobeNewswireundated by the source
6 social posts mention this ticker — unverified retail chatter, not reporting
- Pono Capital Four, Inc. RT EXP 022031 (PONOR) Latest Press Releases ... — Seeking Alpha
- Pono Capital Four, Inc. (PONO) Latest Press Releases | Seeking Alpha — Seeking Alpha
- PONO SEC Filings - Pono Capital Four, Inc. 10-K, 10-Q, 8-K Forms — StockTitan
- Titusville-Based Blackstar Orbital Technologies Sets $380M SPAC Merger ... — candicerodriguez.com
- Titusville-Based Blackstar Orbital Technologies Sets $380M SPAC Merger ... — talkoftitusville.com
- Pono Capital Four, Inc. entered into definitive Agreement to acquire ... — MarketScreener
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
36 full SEC filing texts archived — searchable, never lost.
- Vault note — PONO (Pono Capital Four)
vault-note · /vault/tickers/PONO
- Vault deal note — Blackstar Orbital (PONO)
vault-note · /vault/deals/blackstar-orbital
- PONO 🇺🇸 | American Beatbox Champ 2022 - YouTube
page · youtube.com
- PONO 🇺🇸 | American Beatbox Champ 2022 - YouTube
page · youtube.com
Listed peers
Market data 2026-08-19Who this business is like, and what the market pays for them.
Market data as of 2026-08-19 (22 days old). A forward multiple is a market opinion on one day, not a filed figure.
Selected from a listed universe by sector and by business description — not from the SPAC's stated mandate.
9.1x forward EV/Sales — median of n=10 of 12 selected peers (2 publish none), Market data as of 2026-08-19. 2 of the 12 counted comparables publish no forward EV/Sales and are excluded from the median rather than entered as zero (MNTS, FJET). Adjacent comps are never counted.
Direct · 6 — same vendor sector as the target, and the two business descriptions match strongly
- RDW Redwire Corporation$1.5bn · 5.8× fwd EV/Sales · sim 0.25
Direct comp: Aerospace & Defense (NEC); small-cap ($1.5bn); shares orbital, spacecraft, orbit, payloads, earth, space with the target's own description; forward EV/Sales 5.8x.
- MNTS Momentus Inc$7m · — fwd EV/Sales · sim 0.25
Direct comp: Spacecraft Manufacturing; micro-cap ($7m); shares orbit, orbital, payloads, payload, space, government with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- RKLB Rocket Lab Corp$37.9bn · 45.6× fwd EV/Sales · sim 0.24
Direct comp: Aerospace & Defense (NEC); large-cap ($37.9bn); shares spacecraft, launch, rockets, orbit, space, mission with the target's own description; forward EV/Sales 45.6x.
- FLY Firefly Aerospace Inc.$3.6bn · 8.5× fwd EV/Sales · sim 0.23
Direct comp: Spacecraft Manufacturing; mid-cap ($3.6bn); shares spacecraft, orbital, reusable, launch, orbit, space with the target's own description; forward EV/Sales 8.5x.
- LUNR Intuitive Machines Inc$2.9bn · 6.0× fwd EV/Sales · sim 0.21
Direct comp: Aerospace & Defense (NEC); mid-cap ($2.9bn); shares spacecraft, orbit, earth, payload, space, mission with the target's own description; forward EV/Sales 6.0x.
- YSS York Space Systems Inc— · 2.3× fwd EV/Sales · sim 0.15
Direct comp: Aerospace & Defense (NEC); shares spacecraft, orbit, mission, space, government, low with the target's own description; forward EV/Sales 2.3x.
Operational · 6 — the same sector on a weaker description match, or a neighbouring sector on a strong one
- VOYG Voyager Technologies, Inc.$1.5bn · 9.6× fwd EV/Sales · sim 0.13
Operational comp: Aerospace & Defense (NEC); small-cap ($1.5bn); shares orbit, space, earth, mission, technologies, government with the target's own description; forward EV/Sales 9.6x.
- KRMN Karman Holdings Inc$9.7bn · 11.8× fwd EV/Sales · sim 0.11
Operational comp: Aerospace & Defense (NEC); mid-cap ($9.7bn); shares launch, payload, spacecraft, space, existing, has with the target's own description; forward EV/Sales 11.8x.
- ASTS AST SpaceMobile, Inc.$27.2bn · 169.0× fwd EV/Sales · sim 0.11
Operational comp: Satellite Service Operators; large-cap ($27.2bn); shares orbit, earth, government, space, existing, low with the target's own description; forward EV/Sales 169.0x.
- FJET Starfighters Space Inc$510m · — fwd EV/Sales · sim 0.11
Operational comp: Aerospace & Defense (NEC); small-cap ($510m); shares rockets, launch, government, space, research, access with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- IRDM Iridium Communications Inc.$1.8bn · 7.3× fwd EV/Sales · sim 0.09
Operational comp: Satellite Service Operators; small-cap ($1.8bn); shares payloads, orbit, government, land, provide, over with the target's own description; forward EV/Sales 7.3x.
- SATL Satellogic Inc.$254m · 18.8× fwd EV/Sales · sim 0.09
Operational comp: Satellite Service Operators; micro-cap ($254m); shares orbit, earth, launch, ability, high, space with the target's own description; forward EV/Sales 18.8x.
Reality check: Top-5 space deSPACs average $33.76 — but that IS the survivorship-biased top 5. (Welsbach Weekly, mid-2026)
Cash in trust over time
XBRL, per filingHow much cash has stood behind each share at each filing date.
Show the filed values
- 30 June 2026$10.10
- 30 June 2026$10.00
- 30 June 2026—
- 31 March 2026—
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail10 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
sponsor "Mehana Ventures LLC" (SEC CIK 0002114430) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-26-027601.
trust/share $10.1 from 10-Q acc 0001213900-26-087845 as of 2026-06-30
unitSeparationDays=52 from the definitive prospectus (0001213900-26-027596). NOT FILLED: warrantStrike — no stated candidate; warrantCallPrice — no stated candidate; rightShareRatio — no stated candidate
BC vote not yet scheduled as of 2026-08-13 (no merger proxy/424B3 on EDGAR yet); outside date not in 8-K body (in BCA exhibit).
Primary-source deal structure (0001213900-26-087845, 0001213900-26-086293). effective equity $551.4M vs headline $380M (+45.1%) [bottom-up, medium]: target-consideration=38M sh/$380M, public-shares=12M sh/$120M, founder-promote=5.1M sh/$51.4M FLAGS: no PIPE or committed financing disclosed in the BCA 8-K, Ex. 2.1 Merger Agreement or press release | no minimum cash condition - the closing conditions in the BCA 8-K contain none and the Merger Agreement has no 'Minimum Cash'/'Available Closing Cash' concept | no termination fee stated in the Merger Agreement or 8-K | no earnout; instead approximately 25% of the Aggregate Merger Consideration is placed in a 6-year escrow securing indemnification and litigation claims | S-4 not yet filed (PONO states it intends to file the Form S-4 registration statement) | IPO over-allotment was not exercised: 771,429 Class B shares forfeited 2026-05-05, leaving 5,142,857 founder shares; 363,636 of the founder shares were distributed by the Sponsor to the private placement investor | publicShares excludes the 205,000 private placement shares
expected close as filed: "TBD" — not a period the filing stated; stored NULL.
expected close as filed: "first quarter of 2027" — typed as Q1 2027; the remainder is attribution, not a stated close.
Business-combination-agreement outside date: either party may terminate if the closing has not occurred by this date. This is the DEAL walk-away date, not the charter deadline (2027-09-16). From 8-K acc 0001213900-26-086293 filed 2026-08-06: "including, among others, (i) by mutual written agreement of PONO and Blackstar, (ii) by PONO, if the Closing has not occurred on or before «December 31, 2026» (the " Parent Outside Closing Date "), or by Blackstar, if the Closing has not occurred on or before March 31, 2027 (the " Company Outside Closing Date " and, together with the Par"
Derived: 10-Q acc 0001213900-26-087845 states a 18-month completion window from the IPO closing on 2026-03-16. No filing restates it as a calendar date. Extension mechanism: not stated in the cited filing.