Pono Capital Four, Inc. (PONOR) SEC Filings

Pono Capital Four Inc reports that Decagon Asset Management LLP and Benjamin John Durham have jointly filed an amended Schedule 13G indicating beneficial ownership of 743,610 Class A ordinary shares of Pono Capital Four Inc, representing 6.09% of that class.

The filing states that both Decagon Asset Management LLP and Benjamin John Durham have shared power to vote these 743,610 shares, with no sole voting power and no sole or shared dispositive power over the shares.

Pono Capital Four, Inc., a Cayman Islands SPAC, reported net income of $1,022,689 for the quarter ended June 30, 2026, driven by $1,063,723 of income on cash and marketable securities held in its $121,239,046 Trust Account, offset by $144,034 of formation, general and administrative expenses.

Total assets were $121,738,278, including $335,344 of cash outside the Trust Account and 12,000,000 Class A ordinary shares classified as redeemable at approximately $10.10 per share. The company disclosed substantial doubt about its ability to continue as a going concern without completing a Business Combination within its 18‑month completion window and noted access to up to $1,500,000 of Working Capital Loans. On August 5, 2026, it entered into a Merger Agreement with Blackstar Orbital Technologies Corporation, an aerospace technology company.

Pono Capital Four, Inc. and Blackstar Orbital Technologies Corporation describe a proposed business combination Merger and explain that full terms will be provided in a Proxy Statement to Pono shareholders for a special meeting to vote on the Merger. The companies state that the Proxy Statement and related SEC filings will contain important information about both businesses and the transaction and will be available without charge through Pono and the SEC’s website.

The communication includes extensive forward-looking statements language, highlighting risks such as the Merger not being completed, failure to obtain Pono shareholder approval, potential termination of the merger agreement, possible legal proceedings, high redemption levels, Nasdaq listing issues, disruption to Blackstar Orbital’s business, the need for additional capital, and uncertainties around financial information and market conditions. It also clarifies that this is not an offer or solicitation to buy or sell securities or to solicit proxies, and that any securities offering would only occur via a compliant prospectus or applicable exemption.

Pono Capital Four, Inc. entered into a definitive merger agreement to combine with Blackstar Orbital Technologies Corporation, an aerospace technology company focused on reusable spacecraft and orbital transportation systems. After a planned Domestication to Delaware, a subsidiary of Pono will merge into Blackstar, which will become a wholly owned subsidiary and the combined public company will be renamed Blackstar Orbital Corporation.

Blackstar equityholders are to receive Parent Common Shares with an Aggregate Merger Consideration based on a $380,000,000 Base Purchase Price divided by the Redemption Price, with approximately 25% of those shares held in escrow for six years to secure indemnification and litigation claims. An additional equity incentive plan reserve of up to 6,000,000 Parent Common Shares will be established, and Blackstar options and convertible notes will convert into equity using a defined Conversion Ratio.

Closing is subject to customary conditions, including shareholder approvals, effectiveness of a Form S-4 registration statement, completion of the Domestication, required regulatory clearances and Nasdaq listing of Parent Common Shares. Either party may terminate if closing has not occurred by its respective outside date, December 31, 2026 for Pono and March 31, 2027 for Blackstar, or for specified uncured breaches. Post-closing management is expected to be led by Blackstar’s executives, with a five-member board comprising three company designees, one sponsor designee and one mutually agreed independent director.

Pono Capital Four, Inc., a Nasdaq-listed special purpose acquisition company, has executed a definitive Agreement and Plan of Merger with Blackstar Orbital Technologies Corporation, valuing Blackstar Orbital at $380 million. Blackstar Orbital will merge with a Pono subsidiary and become a wholly owned subsidiary, with its stockholders receiving Pono common stock.

After closing, the subsidiary is expected to retain the Blackstar Orbital Technologies Corporation name and Pono plans to be renamed Blackstar Orbital Corporation. Closing is subject to shareholder approvals and customary conditions and is currently expected in the first quarter of 2027. Blackstar Orbital is developing its reusable SpaceDrone spacecraft platform and has received approximately $1.9 million in U.S. government R&D funding and secured over $120 million in signed commercial LOIs from prospective customers.

Wolverine Asset Management, LLC and related parties are significant shareholders of Pono Capital Four, Inc. They beneficially own 694,900 Class A Ordinary Shares, representing 5.69% of the outstanding class, based on 12,205,000 shares outstanding as of May 14, 2026.

Wolverine Asset Management, Wolverine Holdings, LLC, and managers Christopher L. Gust and Robert R. Bellick share voting and dispositive power over these shares, with no sole voting or dispositive authority. Wolverine Flagship Fund Trading Limited has the right to receive dividends and sale proceeds associated with this position.

Pono Capital Four, Inc. filed its quarterly report for the period from January 2, 2026 (inception) through March 31, 2026, covering its first months as a SPAC. The company completed its IPO on March 16, 2026, selling 12,000,000 units at $10.00 each and placing $120,000,000 into a trust account, which grew to $120,175,323 with interest by March 31.

Outside the trust, cash totaled $484,421 with working capital of $423,139. The company reported net income of $42,061, driven by $175,323 of interest on trust investments and a $32,000 gain on the over-allotment option, partially offset by $165,262 of formation, general and administrative expenses. Class A public shares subject to possible redemption were carried at a redemption value of approximately $10.01 per share.

Pono has 18 months from the IPO closing to complete a business combination, and management believes existing liquidity, plus access to up to $1,500,000 of potential working capital loans and a $100,000 business combination promissory note, is sufficient for at least one year from the financial statement issuance date.

Pono Capital Four, Inc. — Glazer Capital and Paul J. Glazer report beneficial ownership of 1,000,000 Class A ordinary shares (8.33%) as of 03/31/2026. The statement filed on 05/14/2026 discloses that Glazer Capital and Mr. Glazer share voting and dispositive power over those shares.

Pono Capital Four Inc ownership disclosure: Decagon Asset Management LLP and Benjamin John Durham report shared beneficial ownership of 661,496 Class A ordinary shares, representing 5.43% of the class as of 03/31/2026. The filing states shared voting and shared dispositive power over those shares.

The filing is a Schedule 13G reporting passive/institutional ownership with signatures dated 05/07/2026.