Pono Capital Four, Inc. reports that Whitebox Advisors LLC and Whitebox General Partner LLC each beneficially own 5.7% of Class A Ordinary Shares, representing 700,000 shares each. This percentage is calculated using 12,205,000 Class A Ordinary Shares expected to be outstanding upon closing of the issuer's initial public offering 03/16/2026, as stated in the prospectus. The holdings are reported as held for the benefit of WA's clients, with shared voting and dispositive power over 700,000 shares each. The statement is signed and filed by an authorized Whitebox signatory on 03/23/2026.
Positive
None.
Negative
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Insights
Whitebox discloses a ~5.7% passive stake, reported on behalf of clients.
Whitebox Advisors LLC and Whitebox General Partner LLC each report beneficial ownership of 700,000 Class A Ordinary Shares, calculated as 5.7% of the 12,205,000 shares expected outstanding upon the IPO closing on 03/16/2026. The filing identifies shared voting and dispositive power over those shares.
The economic interest is attributed to WA's clients rather than direct Whitebox holdings; cash‑flow treatment and specific client identities are not disclosed in the excerpt. Subsequent filings or proxy materials could clarify aggregation or voting arrangements.
Schedule 13G filing records passive beneficial ownership and joint filing agreement.
The filing is a joint Schedule 13G by WA and WGP and includes a Joint Filing Agreement dated 03/23/2026. It states beneficial ownership arises from WA's clients' holdings and confirms shared voting and dispositive power of 700,000 shares each.
The report cites the issuer's prospectus for the 12,205,000 outstanding-share basis; the filing preserves passive-investor treatment without asserting control. Investors should watch for any future amendments that might assert active investor status.
What stake does Whitebox report in Pono Capital Four (PONOU)?
Whitebox reports beneficial ownership of 700,000 Class A shares each, equal to 5.7% of the class. The percentage uses 12,205,000 shares expected outstanding upon the IPO closing on 03/16/2026 as its basis.
Are the Whitebox holdings direct or held for clients?
The filing states the holdings are held on behalf of WA's clients. Whitebox reports shared voting and dispositive power over the 700,000 shares, with economic interests attributed to those clients rather than to Whitebox directly.
What date anchors the ownership percentage calculation?
The percentage is calculated based on the 12,205,000 Class A Ordinary Shares expected to be outstanding upon the issuer's IPO closing on 03/16/2026, as disclosed in the prospectus referenced in the filing.
When was the Schedule 13G signed and filed?
The joint filing agreement and signatures are dated 03/23/2026. The Schedule 13G is signed by Gina Scianni as Associate General Counsel & Deputy Chief Compliance Officer and as an authorized signatory on that date.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Pono Capital Four, Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G71702107
(CUSIP Number)
03/16/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G71702107
1
Names of Reporting Persons
WHITEBOX ADVISORS LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
700,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
G71702107
1
Names of Reporting Persons
WHITEBOX GENERAL PARTNER LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
700,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pono Capital Four, Inc.
(b)
Address of issuer's principal executive offices:
Suite 210, 2nd Floor Windward III, Regatta Office Park, PO Box 500, Grand Cayman, Cayman Islands, KY-1106
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Whitebox Advisors LLC, a Delaware limited liability company ("WA"); and
(ii) Whitebox General Partner LLC, a Delaware limited liability company ("WGP" and, together with WA, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The address of the business office of WA and WGP is:
3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
(c)
Citizenship:
WA and WGP are organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G71702107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the date hereof, each of WA and WGP is deemed to be the beneficial owner of 700,000 Class A Ordinary Shares, as a result of WA's clients' ownership of 700,000 Class A Ordinary Shares.
(b)
Percent of class:
As of the date hereof, each of WA and WGP is deemed to beneficially own approximately 5.7% of the Class A Ordinary Shares outstanding.
Percent of class is calculated based on 12,205,000 Class A Ordinary Shares expected to be outstanding upon the closing of the Issuer's initial public offering on March 16, 2026, as reported in the Issuer's prospectus on Form 424B4 filed on March 13, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
WA and WGP: 0
(ii) Shared power to vote or to direct the vote:
WA and WGP: 700,000
(iii) Sole power to dispose or to direct the disposition of:
WA and WGP: 0
(iv) Shared power to dispose or to direct the disposition of:
WA and WGP: 700,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
WA's clients are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
WHITEBOX ADVISORS LLC
Signature:
/s/ Gina Scianni
Name/Title:
Gina Scianni, Associate General Counsel & Deputy Chief Compliance Officer
Date:
03/23/2026
WHITEBOX GENERAL PARTNER LLC
Signature:
/s/ Gina Scianni
Name/Title:
Gina Scianni, Authorized Signatory
Date:
03/23/2026
Exhibit Information
Exhibit A - Joint Filing Agreement, dated March 23, 2026, by and among the Reporting Persons
