Pono Capital Four Schedule 13G shows Mehana Ventures LLC, Mehana Management LLC and Dustin Shindo jointly reporting beneficial ownership of 4,939,221 Ordinary Shares, representing 28.5% of the class based on 17,347,857 Ordinary Shares outstanding as of March 16, 2026. The reported position comprises 160,000 Class A Ordinary Shares and 4,779,221 Class B Ordinary Shares, with the Class B shares convertible one-for-one into Class A upon consummation of a business combination (or earlier at holder option), subject to the issuer’s governing documents. The 160,000 Class A shares were acquired as part of private placement units dated March 12, 2026. Mehana Management LLC is the Sponsor’s managing member and has voting and dispositive power over the shares held of record by the Sponsor. Dustin Shindo is identified as manager and disclaims beneficial ownership of the Sponsor’s shares except to the extent of his pecuniary interest.
Positive
None.
Negative
None.
Insights
Large Sponsor stake and manager attribution are clearly disclosed.
The filing reports a 28.5% beneficial position held by the Sponsor and affiliated manager entities, tied to both Class A and convertible Class B shares, with an explicit March 16, 2026 outstanding share base. This establishes the Sponsor as a significant holder under Section 13 rules.
Key dependencies include the conversion mechanics of Class B into Class A upon a business combination and the Sponsor’s private placement units dated March 12, 2026. Subsequent filings may show changes if conversions, transfers, or business-combination events occur.
Filing uses joint-filing and disclaims individual beneficial ownership.
The statement documents a Joint Filing Agreement among Mehana Ventures LLC, Mehana Management LLC and Dustin Shindo and expressly records Mr. Shindo’s disclaimer of beneficial ownership except for pecuniary interest. The filing ties voting/dispositive power to the Sponsor and its managing member.
Disclosure is procedural and aligns with Rule 13d-1(k); watch for any amendments that report post-conversion or post-transaction ownership changes.
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
Mehana Ventures 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
4,939,221.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,939,221.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,221.00
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)
28.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 4,939,221 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consists of (1) 160,000 Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") and (2) 4,779,221 Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 160,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Placement Units Purchase Agreement, dated March 12, 2026, by and between Mehana Ventures LLC (the "Sponsor") and the Issuer. Each unit consists of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of an initial business combination. Excludes the 32,000 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage in Row 11 is based on 17,347,857 Ordinary Shares, including 12,205,000 Class A Ordinary Shares and 5,142,857 Class B Ordinary Shares issued and outstanding as of March 16, 2026.
SCHEDULE 13G
CUSIP Number(s):
G71702107
1
Names of Reporting Persons
Mehana Management 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
4,939,221.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,939,221.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,221.00
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)
28.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 4,939,221 Ordinary Shares reported in Items 5, 7 and 9 consists of (1) 160,000 Class A Ordinary Shares and (2) 4,779,221 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 160,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Placement Units Purchase Agreement, dated March 12, 2026, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of an initial business combination. Excludes the 32,000 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage in Row 11 is based on 17,347,857 Ordinary Shares, including 12,205,000 Class A Ordinary Shares and 5,142,857 Class B Ordinary Shares issued and outstanding as of March 16, 2026. Mehana Management LLC is the managing member of the Sponsor and has voting and dispositive power over the securities held of record by the Sponsor.
SCHEDULE 13G
CUSIP Number(s):
G71702107
1
Names of Reporting Persons
Dustin Shindo
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,939,221.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,939,221.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,221.00
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)
28.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: 4,939,221 Ordinary Shares reported in Items 5, 7 and 9 consists of (1) 160,000 Class A Ordinary Shares and (2) 4,779,221 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 160,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Placement Units Purchase Agreement, dated March 12, 2026, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of an initial business combination. Excludes the 32,000 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage in Row 11 is based on 17,347,857 Ordinary Shares, including 12,205,000 Class A Ordinary Shares and 5,142,857 Class B Ordinary Shares issued and outstanding as of March 16, 2026. Dustin Shindo is the manager of Mehana Management LLC, the managing member of the Sponsor, and has voting and dispositive power over the securities held of record by the Sponsor. Mr. Shindo disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
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:
(i) Mehana Ventures LLC (the "Sponsor"),
(ii) Mehana Management LLC and
(iii) Dustin Shindo.
The Sponsor, Mehana Management LLC and Dustin Shindo have entered into a Joint Filing Agreement, dated the date hereof, pursuant to which the Sponsor, Mehana Management LLC and Dustin Shindo have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Sponsor, Mehana Management LLC and Dustin Shindo are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein.
(b)
Address or principal business office or, if none, residence:
4348 Waialae Ave, #632, Honoloulu, HI 96816
(c)
Citizenship:
(i) Mehana Ventures LLC - Delaware, United States
(ii) Mehana Management LLC - Delaware, United States
(iii) Dustin Shindo - United States
(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:
Mehana Ventures LLC is the beneficial owner of 4,939,221 Ordinary Shares (defined below), consisting of (1) 160,000 Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") and (2) 4,779,221 Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 160,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Placement Units Purchase Agreement, dated March 12, 2026, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of an initial business combination. Excludes the 32,000 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage is based on 17,347,857 Ordinary Shares, including 12,205,000 Class A Ordinary Shares and 5,142,857 Class B Ordinary Shares issued and outstanding as of March 16, 2026. Dustin Shindo is the manager of Mehana Management LLC, the managing member of the Sponsor, and has voting and dispositive power over the securities held of record by the Sponsor. Mr. Shindo disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
(b)
Percent of class:
28.5% (based on 17,347,857 Ordinary Shares issued and outstanding as of March 16, 2026).
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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:
Not Applicable
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.
Mehana Ventures LLC
Signature:
/s/ Dustin Shindo
Name/Title:
Dustin Shindo/Manager
Date:
03/18/2026
Mehana Management LLC
Signature:
/s/ Dustin Shindo
Name/Title:
Dustin Shindo/Manager
Date:
03/18/2026
Dustin Shindo
Signature:
/s/ Dustin Shindo
Name/Title:
Dustin Shindo
Date:
03/18/2026
Exhibit Information
Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k)
How many shares does Mehana report owning in PONOU?
Mehana reports beneficial ownership of 4,939,221 Ordinary Shares. This position comprises 160,000 Class A and 4,779,221 Class B shares as stated in the filing.
What percentage of Pono Capital Four does Mehana hold (PONOU)?
The filing states Mehana holds 28.5% of the class. That percentage is calculated using 17,347,857 Ordinary Shares outstanding as of March 16, 2026.
What is the conversion feature of the Class B shares reported?
The filing describes the 4,779,221 Class B Ordinary Shares as convertible into Class A on a one-for-one basis upon consummation of a business combination or earlier at the holder’s option, subject to adjustment per the issuer’s charter.
Are any additional shares excluded from the reported total?
Yes. The statement excludes 32,000 Class A Ordinary Shares issuable upon conversion of rights that comprise the private placement units referenced in the filing.
Who has voting and dispositive power over the reported shares?
The filing attributes sole voting and dispositive power over the 4,939,221 Ordinary Shares to Mehana Ventures LLC and Mehana Management LLC, with Dustin Shindo identified as manager with such powers of the Sponsor.
