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
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Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, Pono Capital Corp, a Delaware corporation (“Pono”), entered into Agreement and Plan of Merger, dated as of March 17, 2022 (the “Business Combination Agreement”), by and among Pono, Pono Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pono, Benuvia, Inc., a Delaware corporation (“Benuvia”), Mehana Equity, LLC, in its capacity as Purchaser Representative, and Shannon Soqui, in his capacity as Seller Representative.
On August 8, 2022, Pono and Benuvia entered into that certain Termination Agreement (the “Termination Agreement”) pursuant to which Pono and Benuvia mutually agreed to terminate the Business Combination Agreement pursuant to Section 8.1(a) thereof. Except as otherwise set forth in the Business Combination Agreement, none of the Contracting Parties shall have any further liability thereunder. Neither party will be required to pay the other a termination fee as a result of the mutual decision to enter into the Termination Agreement.
The termination of the Business Combination Agreement also terminates and makes void the Voting and Support Agreements (as defined in the Business Combination Agreement) and the Purchaser Support Agreement (as defined in the Business Combination Agreement), each of which were executed concurrently with the Business Combination Agreement.
The foregoing descriptions of the Business Combination Agreement, the Voting and Support Agreements, and the Purchaser Support Agreement, are not complete and are qualified in their entirety by reference to and the terms and conditions of, respectively, (i) the Business Combination Agreement, a copy of which was previously filed as Exhibit 2.1 to Pono’s Current Report on Form 8-K on May 9, 2022, (ii) the Form of Voting and Support Agreement, a copy of which was previously filed as Exhibit 10.2 to Pono’s Current Report on Form 8-K on May 9, 2022, (iv) and the Form of Purchaser Support Agreement, a copy of which was previously filed as Exhibit 10.1 to Pono’s Current Report on Form 8-K on May 9, 2022.
Item 8.01. Other Events.
On August 10, 2022, Pono issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 10, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| PONO CAPITAL CORP | ||
| By: | /s/ Dustin Shindo | |
| Name: | Dustin Shindo | |
| Title: | Chief Executive Officer | |
| Dated: August 10, 2022 | ||