PONO 10-K & 10-Q changes, risk factors and insider trading

We have neither engaged in any operations nor generated any revenues to date. Our only activities since January 2, 2026 (inception) through MarchJune 31,30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the periodthree frommonths Januaryended 2,June 2026 (inception) through March 31,30, 2026, we had net income of $42,061,$1,022,689, which consisted of income on investments held in the Trust Account of $175,323$1,063,723 and change ingain fairon valueremeasurement and expiration of over-allotment option liability of $32,000,$103,000, offset by formation, general and administrative expenses of $165,262.$144,034.

Liquidity andLiquidity, Capital Resources and Going Concern

As of MarchJune 31,30, 2026, we had $484,421$335,344 in cash and cash equivalents held outside of the Trust Account and working capital of $423,139.$398,980.

For the period from January 2, 2026 (inception) through MarchJune 31,30, 2026, net cash used in operating activities was $220,860.$369,936. Net income of $42,061$1,064,750 was adjusted by income earned on cash and marketable securities held in the trust account of $175,323,$1,239,046, formation, general and administrative expenses paid by Sponsor under promissory note – related party of $43,462, changegain inon fairremeasurement valueand expiration of over-allotment option liability of $32,000, $135,000, and $99,059$104,102 changes in operating assets and liabilities.

As of MarchJune 31,30, 2026, we had cash and marketable securities of $120,175,323$121,239,046 held in the trust account. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less permitted withdrawals and deferred underwriting commissions) to complete our business combination. To the extent that our shares or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the post-business combination entity, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had cash of $484,421$335,344 outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

We do not believe we will need to raise additional funds following the initial public offering in order to meet the expenditures requires for operating our business prior to our initial Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we wouldmay repay such loaned amounts.amounts out of the proceeds of the Trust Account released to us. In the event that a business combination does not close, we may use a portion of the working capital held outside the trustTrust accountAccount to repay such loaned amountsamounts, but no proceeds from our trustTrust accountAccount would be used for such repayment. Up to $1,500,000 of such loans aremay be convertible into units of the post-business combination entity at a price of $10.00 per unit, at the option of the lender intolender. private placement units identical to the private placement units sold to our sponsor in connection with our initial public offering, at a conversion priceAs of $10.00June per30, unit.2026, Thewe termsdid of such loans, if any,not have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any andoutstanding allWorking rightsCapital to seek access to funds in our trust account.Loans.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of MarchJune 31,30, 2026.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates as of MarchJune 31,30, 2026: