What changed in this filing

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Item 1. Business

2024-03-19 compared with 2023-03-09 · 150 added, 26 removed, 116 unchanged (60% of the section changed)

30 unchanged sentences

Account, as described below.

will have until 9 months (or up to 18 months from the closing of the Initial Public Offering at our election pursuant to nine one month

extensions subject to satisfaction of certain conditions, including the deposit of $379,500 ($0.033 per unit) for such one month extension,

into the Trust Account, or as extended by our stockholders in accordance with our Amended and Restated Certificate of Incorporation)

from the closing of the Initial Public Offering to consummate a business combination (the “Combination Period”).

unable to complete a business combination within the Combination Period, we will (i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned

(net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public

Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive

further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the remaining stockholders and our board of directors, proceed to commence a voluntary liquidation and thereby

a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements

May 5, 2023, we held a special meeting of stockholders (the “Special Meeting”), and the chairman adjourned the Special Meeting

to May 8, 2023.

On May 8, 2023, we held the Special Meeting.

During the Special Meeting, stockholders approved an amendment to the Company’s

amended and restated certificate of incorporation (the “Extension Amendment” (i) to extend the date by which the Company

has to consummate a business combination from May 9, 2023 to February 9, 2024 for no additional amount to be paid by the Sponsor into

the Trust Account, and (ii) to provide for the right of a holder of Class B common stock to convert such shares into shares of Class

A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder.

As approved by the

stockholders of the Company, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware

Secretary of State on May 8, 2023.

The Company’s stockholders elected to redeem an aggregate of 9,577,250 shares of Class A common

stock of the Company in connection with the Special Meeting.

Following such redemptions, the amount of funds remaining in the Trust Account

is approximately $20 million.

connection with the Special Meeting, the Company and the Sponsor entered into non-redemption agreements with certain unaffiliated stockholders

owning, in the aggregate, 998,682 shares of the Company’s Class A common stock, pursuant to which such stockholders agreed, among

other things, not to redeem or exercise any right to redeem such public shares in connection with the Extension Amendment.

In connection

with the non-redemption agreements, the Sponsor agreed to transfer to the stockholders that entered into such agreements Sponsor Shares

upon the consummation of the Company’s initial business combination.

May 8, 2023, the Sponsor converted 2,874,999 Founder Shares of Class B common stock into 2,874,999 shares of Class A common stock.

February 5, 2024, the Company held another special meeting of stockholders (the “Second Special Meeting”).

During the Second

Special Meeting, stockholders approved another amendment to the Company’s amended and restated certificate of incorporation to

extend the date by which the Company has to consummate a business combination (the “Combination Period”) from February 9,

2024 to November 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account.

As approved by the stockholders of

the Company, the Company filed another amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary

of State on February 5, 2024.

The Company’s stockholders elected to redeem an aggregate of 273,334 shares of Class A common stock

of the Company in connection with the Second Special Meeting.

Following such redemptions, the amount of funds remaining in the trust

account is approximately $17.9 million.

connection with the Second Special Meeting, the Company entered into a non-redemption agreement with an unaffiliated investor (the

“Holder”) which agreed to acquire from public stockholders of the Company 1,500,000 to 1,700,000 shares of Class A

common stock in the open market, at a prices no higher than the redemption price per share payable to stockholders who exercise

redemption rights in connection with the stockholder vote to approve the Company’s proposed business combination with SBC (as

defined below), prior to the Second Special Meeting and to agree to waive its redemption rights and hold the shares until after the

closing of the business combination.

In consideration of the Holder’s agreement to waive its redemption rights with respect to

the shares, and subject to (i) the Holder acquiring 1,500,000 to 1,700,000 shares of Class A common stock in the open market, and

(ii) Holder’s satisfaction of its other obligations under the non-redemption agreement, the Company, on the closing date of

the business combination, provided that Holder has continued to hold the Holder’s shares through the closing date, SBC and

Yoshiyuki Aikawa, the chief executive officer of SBC, shall cause to be issued or transferred to Holder a number of shares of Class

A common stock held by Dr.

Aikawa (the “Incentive Shares”), which will equal one (1) Incentive Share for each public

share purchased in the open market pursuant to the non-redemption agreement that is continuously owned by Holder until the closing

date of the business combination.

This non-redemption agreement terminates on the earliest to occur of (i) the closing date of the

business combination, (ii) the termination of the related business combination agreement, or (iii) April 30, 2024 (the

“Clearance Date”) if the Company has not cleared all SEC comments to its proxy statement in connection with the business

combination by that date.

On March 15, 2024, the parties to the non-redemption agreement entered into an amendment to the

non-redemption agreement to extend the Clearance Date to June 30, 2024, and to agree to close the business combination on or before August

we are unable to complete a business combination within the Combination Period, we will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding

Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding

Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to

receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of the remaining stockholders and our board of directors, proceed to commence a voluntary liquidation

and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements

of applicable law.

21 unchanged sentences

at Closing, minus (e) specified transaction expenses of SBC associated with the Business Combination.

see the Current Report on Form 8-K we filed with the SEC on February 2, 2023 for additional information.

are a blank check company incorporated in Delaware on March 11, 2022 formed for the purpose of entering into a merger, share

exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a

“business combination”).

We intend to effectuate

our initial business combination using cash from the proceeds of the Initial Public Offering and the sale of the private placement

units, the proceeds of the sale of our shares in connection with our initial business combination pursuant to the shares issued to

the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or

other sources.

April 26, 2023, the parties entered into an amendment to the Merger Agreement.

Our board approved the amendment on April 25, 2023.

to the Amendment, the Sponsor in its sole discretion may direct Pono to issue all or a portion of the Sponsor Shares on an earlier or

later date as it may determine, which date will not be earlier than the Closing.

In addition, pursuant to the Amendment, the date by

which (i) SBC will complete its agreed upon disclosure schedules, (ii) Pono will complete its due diligence review of SBC, and (iii)

the parties to the Merger Agreement will agree upon any modifications or amendments to the Merger Agreement to the terms and conditions

therein, among other related matters, was extended from April 28, 2023 to May 31, 2023.

SBC also agreed to purchase, or to cause one

of its Affiliates to purchase, equity in the Sponsor in an amount equal to $1,000,000, by way of a separate agreement to be entered into

on or before May 5, 2023.

May 18, 2023, the parties entered into a Note Purchase Agreement pursuant to which the parties have agreed that Pono will issue and sell

to SBC a convertible promissory note of $1,000,000 in aggregate principal amount which note is convertible into shares of Class A Common

Stock, par value $0.0001 per share of Pono.

May 26, 2023, the closing date of the purchase and sale of the Note, SBC delivered the Note reflecting the Principal Amount and SBC deposited

$1,000,000 by wire transfer into the specified Company account.

The Note does not bear interest (unless otherwise required by applicable

law, in which event interest will accrue at the minimum rate required by applicable law) and the principal amount may be prepaid at any

May 30, 2023, the parties entered into Amendment No.

2 to the Merger Agreement.

Our board approved the amendment on May 23, 2023.

amendment extended the time for (i) SBC to deliver disclosure schedules, (ii) Pono to complete its due diligence review of SBC and (iii)

the parties to agree upon a modifications or amendments to the Merger Agreement to the terms and conditions therein until June 15, 2023.

June 15, 2023, the parties entered into Amendment No.

3 to the Merger Agreement.

Our board approved the amendment on June 15, 2023.

amendment further extended the time for (i) SBC to deliver disclosure schedules, (ii) Pono to complete its due diligence review of SBC

and (iii) the parties to agree upon a modifications or amendments to the Merger Agreement to the terms and conditions therein until June

June 21, 2023, the parties entered into an Amended and Restated Agreement and Plan of Merger (“A&R Merger Agreement”).

Our board approved the A&R Merger Agreement on June 15, 2023.

The A&R Merger Agreement revised the target companies to be directly

or indirectly purchased by Pono following a restructuring of SBC’s corporate structure, to include only the Service Companies and

certain other entities, and to no longer include the direct or indirect purchase of Medical Corporations, and as a result, removed other

references to the Medical Corporations, including the related representations and warranties, among others.

The Medical Corporations

were removed for Japanese regulatory reasons under the Japanese Medical Care Act.

Based on the provisions of the Japanese Medical Care

Act, in essence, medical corporations are considered not-for-profit organizations with a benevolent purpose of serving human-kind and

cannot be controlled by for-profit entities.

More specifically, the Medical Corporations, even though considered related parties, are

independent business operators and, the Company does not exercise control over the day-to-day operations of their clinics (except to

the extent governed by our management services contracts).

The removal of the Medical Corporations from the A&R Merger Agreement

required a reduction of the valuation.

As a result, the schedule was delayed by approximately two months.

Other than the reduction of

the valuation and delay, the overall transaction was not affected by this removal.

The A&R Merger Agreement also extended the date

by which the disclosures schedules were to be delivered to August 31, 2023 and extended the date by which the Closing shall occur from

September 30, 2023 to December 31, 2023.

Pursuant to the A&R Merger Agreement, the parties also agreed that any future expenses incurred

in connection with the extension of the time by which Pono must complete its initial business combination shall be borne entirely by

Pono, which replaces and supersedes the prior requirement under the Original Agreement for Pono and SBC to share such expenses equally.

September 8, 2023, the parties entered into the First Amendment to the A&R Merger Agreement, which provided for the holders of SBC

securities collectively to be entitled to receive from Pono as Merger consideration, in the aggregate, a number of Pono securities with

an aggregate value equal to (a) $1,000,000,000, minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital,

plus (c) the amount, if any, by which SBC’s Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding

indebtedness (minus cash held by SBC) of SBC at Closing, minus (e) specified transaction expenses of SBC associated with the Business

Our board approved the amendment on September 7, 2023.

October 26, 2023, the parties entered into the Second Amendment to the A&R Merger Agreement (the “Second Amendment”)

with the parties thereto.

Prior to the Second Amendment, the Company’s board of directors as of the Closing was to be designated

(i) three persons designated prior to the Closing by SBC, two of whom must qualify as independent directors;

(ii) one person

designated prior to the Closing by the Company;

and (iii) one person mutually agreed upon and designated prior to the Closing by the

Company and SBC, who must qualify as an independent director.

Following the Second Amendment, the Company’s board of directors

as of the Closing will be designated as follows:

(i) three persons designated prior to the Closing by SBC, at least one of whom must

qualify as an independent director;

(ii) one person designated prior to the Closing by the Company, who must qualify as an independent

and (iii) one person mutually agreed upon and designated prior to the Closing by the Company and SBC, who must qualify as an

independent director.

December 28, 2023, the parties entered into the Third Amendment to the A&R Merger Agreement (the “Third Amendment”) with

the parties thereto.

The Third Amendment was entered into solely to extend the Outside Date (as defined in the A&R Merger Agreement)

from December 31, 2023 to March 31, 2024.

February 27, 2024, the Company and SBC entered into an Amendment to the Note Purchase Agreement (the “Amended Note Purchase Agreement”),

which increased the purchase price of the Note from $1,000,000 to $2,700,000.

see the Current Reports on Form 8-K we filed with the SEC on February 2, 2023, June 22, 2023, September 11, 2023, October 26, 2023, December 29, 2023, and March 1, 2024 for additional information.

are a blank check company incorporated in Delaware on March 11, 2022 formed for the purpose of entering into a merger, share exchange,

asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”).

We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the sale of

the private placement units, the proceeds of the sale of our shares in connection with our initial business combination pursuant to the

shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the

foregoing or other sources.

believe that there are many target companies that could become attractive public companies and we will seek a target in the disruptive

60 unchanged sentences

a smaller reporting company, we are not required to make disclosures under this Item.

STAFF COMMENTS

currently maintain our executive offices at 643 Ilalo St., #102, Honolulu, Hawaii 96813, and our telephone number is (808) 892-6611.

Our Sponsor is making this space available to us as part of a monthly administrative fee of $10,000.

We consider our current office space

adequate for our current operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business