Pono Capital Four enters $100K sponsor loan deal

Pono Capital Four, Inc. entered into a new financing arrangement with its sponsor, Mehana Capital LLC.

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Form Type

8-K

Rhea-AI Filing Summary

Pono Capital Four, Inc. entered into a new financing arrangement with its sponsor, Mehana Capital LLC. As of May 6, 2026, the company issued an unsecured promissory note allowing it to borrow up to $100,000 to cover costs reasonably related to its initial business combination. The note bears no interest and becomes fully payable upon completion of the company’s first business combination. If no business combination is completed, repayment will be made only from funds available outside the company’s IPO trust account, limiting recourse to those external funds.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Promissory note capacity: $100,000 Interest rate: 0% Funding timing: 5 business days +1 more

4 metrics

Promissory note capacity $100,000 Unsecured note to sponsor for business combination costs

Interest rate 0% Note bears no interest

Funding timing 5 business days Sponsor funds each draw request within this period

Maturity trigger Initial business combination Principal due in full at consummation

Key Terms

Material Definitive Agreement, unsecured promissory note, initial business combination, trust account

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

unsecured promissory note financial

"issued an unsecured promissory note (the “Note”) in the principal amount"

An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.

initial business combination financial

"payable in full upon the consummation of the Company’s initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

trust account financial

"repay the Note solely to the extent the Company has funds available outside its trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 04:15 PM

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

May 6, 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/A
(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)

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
Share 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 of May 6, 2026, Pono Capital Four, Inc. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $100,000 to Mehana Capital LLC (the “Sponsor”). The Company can draw down on the Note up to $100,000 and the Sponsor will fund each request no later than five business days after receipt thereof. The funds are for costs reasonably related to the Company’s business combination. The Note bears no interest and is payable in full upon the consummation of the Company’s initial business combination (the “Maturity Date”). A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which case the Note may be accelerated. If the Company does not consummate an initial business combination, the Note will be repaid solely to the extent the Company has funds available outside its trust account established in connection with the Company’s initial public offering.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Note.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description

10.1		PromissoryNote dated as of May 6, 2026
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: May 12, 2026

	PONO CAPITAL FOUR, INC.

	By:	/s/ Dustin Shindo
	Name:	Dustin Shindo
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 PROMISSORYNOTE DATED AS OF MAY 6, 2026 26.0 KB

Pono Capital Four enters $100K sponsor loan deal

Rhea-AI Filing Summary

8-K Event Classification

Key Figures

Key Terms

Filing Exhibits & Attachments

Agreements & Contracts

Other Documents

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