UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
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| (Address of Principal Executive Offices) |
Registrant’s telephone
number, including area code: (
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 | ||
| one-fifth of one Class A ordinary share | The Stock Market LLC | |||
| The Stock Market LLC | ||||
| The 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 8.01. Other Events.
On May 1, 2026, Pono Capital Four, Inc. (the “Company”) announced that, on or about May 5, 2026, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and share rights included in the Units. Each Unit consists of one Class A ordinary share, $0.0001 par value (each, a “Share”) and one right to receive one-fifth of one Share (each, a “Share Right”) at the closing of the Company’s initial business combination. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “PONOU.” Any underlying Shares and Share Rights that are separated will trade on Nasdaq under the symbols “PONO” and “PONOR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Shares and Share Rights.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 1, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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 1, 2026
| PONO CAPITAL FOUR, INC. | ||
| By: | /s/ Dustin Shindo | |
| Name: | Dustin Shindo | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Pono Capital Four,
Inc.
Announces the Separate Trading of its Class A Ordinary Shares and Share Rights
Commencing May 5, 2026
George Town, Grand Cayman, Cayman Islands, May 01, 2026 (GLOBE NEWSWIRE) -- Pono Capital Four, Inc. (Nasdaq: PONO) (the “Company”) today announced that, commencing May 5, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and share rights included in the units. Each unit consists of one Class A ordinary share of the Company, $0.0001 par value per share (the “Shares”) and one right to receive one-fifth of one Class A ordinary share (each, a “Share Right”) at the closing of the Company’s initial business combination.
The Shares and Share Rights that are separated will trade on The Nasdaq Global Market under the symbols “PONO” and “PONOR,” respectively. Those units not separated will continue to trade on The Nasdaq Global Market under the symbol “PONOU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Shares and Share Rights.
The offering of the units was made only by means of a prospectus, copies of which may be obtained from D. Boral Capital, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or by email at [email protected]. A registration statement on Form S-1 (333- 293120) relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and was declared effective on March 12, 2026. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Pono Capital Four, Inc.
Pono Capital Four, Inc. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination. While the Company may pursue a business combination in any sector, the Company will primarily focus on target businesses in the disruptive technology sector. The Company’s management team is led by Dustin Shindo, its Chief Executive Officer and Chairman of the Board of Directors.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Pono Capital Four, Inc., including those set forth in the Risk Factors section of Pono Capital Four, Inc.’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Pono Capital Four, Inc. undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact Information
Dustin Shindo
Chief Executive Officer