Pono Capital Four, Inc. IPO - What You Need to Know

Considering an investment in Pono Capital Four, Inc.'s Initial Public Offering (IPO)? Understanding the company and its structure is crucial for making informed decisions. This summary provides a clear, straightforward explanation of Pono Capital Four, Inc., based on its SEC filing.

As of its filing on February 2, 2026, here's what you should know:

1. What does this company actually do? (in plain English)

Pono Capital Four, Inc. operates differently from a typical company that sells products or services. It is a Special Purpose Acquisition Company (SPAC), often referred to as a "blank check company." This means Pono Capital Four raises money from investors with the sole purpose of identifying and acquiring an existing private company.

Currently, Pono Capital Four has no products, services, or operations of its own. Its primary mission is to find a promising private business and facilitate its public listing through a merger.

Their Acquisition Strategy: Pono Capital Four plans to focus its search on high-growth companies, potentially in sectors like technology, consumer discretionary, or healthcare. They seek businesses demonstrating strong market potential and a clear path to profitability, typically with enterprise values ranging from $500 million to $2 billion, though this range remains flexible.

Once Pono Capital Four identifies a target company and completes the acquisition, it will essentially transform into that private company, at which point the combined entity will begin its operational business. The company is incorporated in the Cayman Islands.

2. How do they make money and are they growing?

For a SPAC, the concept of making money and growth differs significantly from traditional companies. Pono Capital Four currently generates no revenue in the conventional sense because it has no products or services to sell.

Its "growth" is not measured by increasing sales or profits today. Instead, Pono Capital Four's success hinges on two key factors:

• Identifying a suitable merger candidate: The quality of the private company it acquires directly impacts future growth potential.
• Successfully completing the merger: A successful merger with a promising business represents its primary achievement.

The expectation is that after the merger with a private company, the new combined entity will then begin to generate revenue and grow, potentially increasing the value of your investment.

3. What will they do with the money from this IPO?

The funds Pono Capital Four raises from this IPO will not immediately finance operations or expansion. Instead, nearly all proceeds will be deposited into a special, secure bank account known as a "trust account."

This money remains in the trust account, earning a small amount of interest, until Pono Capital Four identifies and merges with a private company. Upon approval of a target company and the deal, the funds will be used to complete the acquisition. However, it is important to note that these funds will not cover certain potential taxes, such as the 1% excise tax on stock repurchases that applies to SPAC redemptions. If investors redeem their shares, the company will bear the cost of this tax, which could reduce the capital available for the business combination. If Pono Capital Four does not find a suitable company within its 24-month deadline from the IPO, it will return the money to investors.

4. What are the main risks I should worry about?

All investments carry risks, and SPACs present several unique considerations:

• Failure to find a suitable company: The primary risk is that Pono Capital Four may not find a promising private company to merge with, or it might select one that ultimately underperforms.
• Deal failure: Even after announcing a target, the proposed merger might not materialize.
• Time constraints: Pono Capital Four faces a 24-month deadline to complete an acquisition. Failure to do so requires returning funds to investors, potentially causing investors to miss other investment opportunities during that period.
• Significant Dilution: This is a critical factor for SPACs. The founders of Pono Capital Four (the "sponsors") acquired a substantial number of "founder shares" (Class B ordinary shares) at an exceptionally low price – approximately $0.003 per share, compared to the $10.00 per unit IPO price. These founder shares can convert into regular shares, and the sponsors will own about 30% of the company after the IPO (before any over-allotment). This means your initial ownership stake is smaller, and your investment contributes to significantly increasing the value of their low-cost shares. Furthermore, these founder shares possess special "anti-dilution" rights, which may protect the sponsors' percentage ownership if the company issues more shares later, potentially diluting your shares further.
• Redemption Limitations: If you choose to redeem your shares (receive your money back from the trust account if you do not approve of the merger), a limitation applies. If you or an affiliated group own more than 15% of the shares sold in this IPO, you may be restricted from redeeming all of them without the company's prior consent. While you can still vote all your shares, the amount of money you can redeem might be capped.
• Conflicts of Interest: The officers and directors of Pono Capital Four may hold other positions or commitments with different companies. This could lead to situations where they must consider other business opportunities for those entities, potentially creating a conflict when seeking the best merger target for Pono Capital Four.
• Market sentiment: SPACs can be subject to market trends. A decline in overall market interest in SPACs could negatively impact the stock price.

5. How do they compare to competitors I might know?

Pono Capital Four does not compete with established operating companies like Apple or Amazon. Its "competitors" are other SPACs. Many "blank check companies" are actively seeking promising private businesses to acquire.

Therefore, Pono Capital Four competes with other SPACs to secure a desirable target company that wishes to go public. Its ability to attract a strong target depends on its team's experience, reputation, and the terms it can offer.

6. Who's running the company?

A SPAC's success heavily depends on the experience and reputation of its management team – the "sponsors." These individuals are responsible for identifying and executing the acquisition. It is important to examine their background:

• Leadership: The team is led by Dustin Shindo, the Chief Executive Officer. Mehana Ventures LLC serves as the main sponsor behind Pono Capital Four.
• Experience: Dustin Shindo brings over two decades of experience in private equity and venture capital, with a strong focus on identifying and scaling technology-enabled businesses. Mehana Ventures LLC is an experienced SPAC sponsor group, recognized for its rigorous due diligence and strategic approach to acquisitions.
• Track Record: This team has a history in the SPAC market. Mehana Ventures LLC previously launched Pono Capital Corp. (PONO.U), which successfully merged with Banyan Acquisition Corp., and Pono Capital Two, Inc. (PTWO), which is actively seeking a business combination. Their track record suggests a disciplined approach to SPAC management.

It is also important to note that the holders of the special "founder shares" (Class B ordinary shares, as discussed in the risks section) possess the exclusive right to appoint and remove directors before a merger occurs. This grants them significant control over the company's leadership during the critical search phase.

A strong, experienced management team with a good reputation is a significant asset for a SPAC.

7. Where will it trade and under what symbol?

Upon its public listing, Pono Capital Four, Inc. shares will be available on a major stock exchange.

• Exchange: It is expected to trade on the NASDAQ Stock Market.
• Ticker Symbol: You will find it under the symbol PONO. SPACs sometimes also have separate symbols for their warrants (which are like options to buy more shares later); investors should be aware of these if interested.

8. How many shares and what price range?

Here are the specific details of the IPO offering:

• Total Offering: Pono Capital Four aims to raise $150,000,000 by selling 15,000,000 units to the public. Each unit will have an initial offering price of $10.00.
• Unit Composition: Each unit you purchase is not just a single share. It comprises:
  • One Class A ordinary share (representing your regular ownership share).
  • One 'Share Right', which is a contingent right to receive one-fifth (1/5) of a Class A ordinary share once Pono Capital Four successfully completes a merger with another company. Unlike a traditional warrant, a "share right" typically converts automatically upon completion of the business combination without requiring an additional cash payment. This means for every 5 units purchased, you will eventually receive 1 additional share after a successful merger, in addition to your initial 5 shares.
• The underwriters (the banks facilitating the IPO) also hold an option to sell up to an additional 2,250,000 units if there is high demand.
• Beyond the public offering: The company's sponsor, Mehana Ventures LLC, is also purchasing 250,000 private placement units (identical to those offered publicly) for $2.5 million. Additionally, certain institutional investors affiliated with the underwriters may acquire another 250,000 private placement units. As previously mentioned, the sponsor acquired over 7.3 million of the Class B ordinary "founder shares" for a total of just $25,000, or approximately $0.003 per share, which will result in approximately 30% ownership after the IPO.

This summary aims to provide a clear understanding of Pono Capital Four, Inc. Remember to always conduct your own thorough research and assess whether this type of investment aligns with your personal financial goals and risk tolerance.