UNITED
STATES
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
November
5, 2026
Date
of Report (Date of earliest event reported)
Pono
Capital Four, Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
001-43191 |
|
N/A00-000000000-0000000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
Suite
210, 2nd Floor Windward III, Regatta Office Park, PO Box 500
Grand
Cayman, Cayman Islands
(Address
of Principal Executive Offices)
00000
Registrant’s
telephone number, including area code: (206) 923-9234
N/A
(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 |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 right to receive one-fifth of one Class A Ordinary Share |
|
PONOU |
|
The
Nasdaq Stock Market LLC |
| Class
A Ordinary Shares, par value $0.0001 per share |
|
PONO |
|
The
Nasdaq Stock Market LLC |
| Rights,
to receive one-fifth of one Class A Ordinary Share |
|
PONOR |
|
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed, on August 5, 2026, Pono Capital Four, Inc. (“Pono” or “Parent”), a Cayman Islands exempted
company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands
and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing Date), entered into
a Merger Agreement, by and among Pono, Pono Four Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the
Parent (“Merger Sub”), and Blackstar Orbital Technologies Corporation, a Delaware corporation (“Blackstar”) (as
it may be amended and/or restated from time to time, the “Merger Agreement”). Capitalized terms used in this Current Report
on Form 8-K (the “Current Report”) but not otherwise defined herein have the meanings given to them in the Merger Agreement.
On
November 5, 2026, Pono, Merger Sub and Blackstar entered into a First Amendment to the Merger Agreement (the “Amendment”).
Pursuant to the Amendment, the parties agreed to (i) amend and restate in its entirety the definition of “Base Purchase Price”
in Section 1.1 of the Merger Agreement to reduce the Base Purchase Price, which is used to determine the number of Parent Shares constituting
the Aggregate Merger Consideration payable to Blackstar’s securityholders, from $380,000,000 to $200,000,000, (ii) amend the definition
of “Equity Plan Reserve” in Section 1.1 of the Merger Agreement, and make conforming changes to Sections 3.1(f) and 3.7(a)(vii)(D)
of the Merger Agreement, to increase the number of Parent Shares reserved for issuance under the Equity Incentive Plan as of the Closing
from 6,000,000 Parent Shares to 7,400,000 Parent Shares and (iii) amend and restate in its entirety the definition of “Company
Outside Closing Date” in Section 1.1 of the Merger Agreement to extend the Company Outside Closing Date from March 31, 2027 to
June 30, 2027. Except as expressly provided in the Amendment, the terms of the Merger Agreement remain unchanged and in full force and
effect.
A
copy of the Amendment to the Merger Agreement is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference,
and the foregoing description of the Amendment to the Merger Agreement is qualified in its entirety by reference thereto.
Important
Information About the Business Combination and Where to Find It
The
Business Combination will be submitted to shareholders of Pono for their consideration. Pono intends to file the Registration Statement
on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which will
include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus
will be mailed to Pono’s shareholders as of a record date to be established for voting on the Business Combination. Pono may also
file other relevant documents regarding the Business Combination with the SEC. Pono’s shareholders and other interested persons
are advised to read, once available, the preliminary Proxy Statement / Prospectus and any amendments thereto and, once available, the
definitive Proxy Statement/Prospectus, in connection with Pono’s solicitation of proxies for its extraordinary meeting of shareholders
to be held to approve, among other things, the Business Combination, because these documents will contain important information about
Pono, Blackstar and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once
available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by
Pono, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Pono’s Chief Executive Officer
at Suite 210, 2nd Floor Windward III, Regatta Office Park, PO Box 500, Grand Cayman, Cayman Islands.
Participants
in the Solicitation
Pono
and Blackstar and certain of their respective directors, executive officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about the
directors and executive officers of Parent and Blackstar and a description of their interests in Parent, Blackstar and the Business Combination
will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free
of charge from the sources indicated above.
Forward-Looking
Statements
The
disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“project,” “forecast,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking
statements include, but are not limited to, (1) statements regarding estimates and forecasts of other financial, performance and operational
metrics and projections of market opportunity; (2) references with respect to the anticipated benefits of the Proposed Business Combination
and the projected future financial performance of Blackstar following the Proposed Business Combination; (3) changes in the market for
Blackstar’s services and technology, expansion plans and opportunities; (4) the sources and uses of cash in connection with the
Proposed Business Combination; (5) the anticipated capitalization and enterprise value of the combined company following the consummation
of the Proposed Business Combination; (6) the projected technological developments of Blackstar; (7) current and future potential commercial
and customer relationships; (8) the ability to operate efficiently at scale; (9) anticipated investments in capital resources and research
and development, and the effect of these investments; (10) the ability of the combined company to issue equity or equity-linked securities
in the future; (11) the occurrence of any event, change or other circumstances that could give rise to the termination of the business
combination agreement; (12) the outcome of any legal proceedings that may be instituted against Blackstar or Pono following announcement
of the Proposed Business Combination and the transactions contemplated thereby; (13) the inability to complete the Proposed Business
Combination due to, among other things, the failure to obtain Pono shareholder approval on the expected terms and schedule as well as
the risk that regulatory approvals required for the Proposed Business Combination are not obtained or are obtained subject to conditions
that are not anticipated; (14) the risk that the Proposed Business Combination or another business combination may not be completed by
Pono’s business combination deadline and the potential failure to obtain an extension of the business combination deadline; (15)
unexpected costs related to the Proposed Business Combination; (16) limited liquidity and trading of Pono’s securities; (17) geopolitical
risk and changes in applicable laws or regulations; (18) the possibility that Pono and/or Blackstar be adversely affected by other economic,
business, and/or competitive factors; (19) the inability to obtain or maintain the listing of the combined company’s common stock
on Nasdaq following the Proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure
to meet Nasdaq’s initial listing standards in connection with the consummation of the Proposed Business Combination; and (20) expectations
related to the terms and timing of the Proposed Business Combination. These statements are based on various assumptions, whether or not
identified in this Current Report, and on the current expectations of Pono and Blackstar’s management teams and are not
predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact
or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Pono and Blackstar. These forward-looking statements are subject to a number of risks
and uncertainties, as set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” contained in Pono’s filings with the SEC, and/or will be contained in the Registration Statement and the Proxy
Statement/Prospectus when available, and in those other documents that Pono has filed, or will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither Pono nor Blackstar presently
know or that Pono and Blackstar currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward looking statements reflect Pono’s and Blackstar’s expectations, plans
or forecasts of future events and views as of the date of this Current Report. Pono and Blackstar anticipate that subsequent events and
developments will cause Pono’s and Blackstar’s assessments to change. However, while Pono and Blackstar may elect to update
these forward-looking statements at some point in the future, Pono and Blackstar specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as representing Pono’s and Blackstar’s assessments as of any date subsequent
to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No
Offer or Solicitation
This
Current Report shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities
in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination,
nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer,
solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report does not constitute either advice or a
recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act, or an exemption therefrom.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 2.1 |
|
First Amendment to the Merger Agreement, dated as of November 5, 2026, by and among Pono Capital Four, Inc., Pono Four Merger Sub, Inc. and Blackstar Orbital Technologies Corporation. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
Dated:
November 6, 2026
| |
PONO
CAPITAL FOUR, INC. |
| |
|
|
| |
By: |
/s/
Dustin Shindo |
| |
Name:
|
Dustin
Shindo |
| |
Title: |
Chief
Executive Officer |
