4//SEC Filing
Mehana Capital LLC 4
Accession 0001474506-24-000037
CIK 0001930021other
Filed
Jan 16, 7:00 PM ET
Accepted
Jan 17, 8:47 PM ET
Size
7.8 KB
Accession
0001474506-24-000037
Insider Transaction Report
Form 4
Mehana Capital LLC
10% Owner
Transactions
- Other
Class A Ordinary Share without par value
2024-01-12+100,000→ 5,600,997 total
Footnotes (5)
- [F1]On January 12, 2024, pursuant to that certain Business Combination Agreement, dated as of August 12, 2022 (the "Business Combination Agreement"), entered into by and among Pono Capital Three, Inc. (the "Company"), Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of the Company ("Merger Sub") and Robinson Aircraft Ltd., d/b/a Horizon Aircraft ("Horizon"), the Company continued and de-registered from the Cayman Islands and redomesticate as a British Columbia company (the "SPAC Continuance") and Merger Sub amalgamated (the "Amalgamation," together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination") with Horizon (the resulting company, "Amalco"), with Amalco being the wholly-owned subsidiary of the Company. Upon completion of the Amalgamation, the Company changed its name to "New Horizon Aircraft Ltd."
- [F2]Reflects 5,500,997 Issuer Class A ordinary shares without par value received for Company ordinary shares held immediately prior to the closing of the Business Combination pursuant to the terms of the Business Combination Agreement.
- [F3]As previously disclosed, on January 3, 2024, the Company entered into a certain subscription agreement (the "Subscription Agreement") with a certain investor pursuant to which such investor agreed to purchase, immediately prior to the closing of the Business Combination, to purchase the Company's Class A ordinary shares (such shares, collectively, "Subscription Shares") in an aggregate value of $2,000,000, representing 200,000 Subscription Shares at a price of $10.00 per share.
- [F4]As an inducement to enter into the Subscription Agreement, and upon the consummation of the Business Combination, the reporting person received an aggregate of 100,000 incentive shares.
- [F5]Mehana Capital LLC is the record holder of the securities reported herein. Dustin Shindo is the control person of Mehana Capital LLC, and possesses all voting power and dispositive control. By virtue of this relationship, Dustin Shindo may be deemed to share beneficial ownership of the securities held of record by Mehana Capital LLC. Dustin Shindo disclaims any such beneficial ownership except to the extent of his respective pecuniary interest.
Documents
Issuer
New Horizon Aircraft Ltd.
CIK 0001930021
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001932779
Filing Metadata
- Form type
- 4
- Filed
- Jan 16, 7:00 PM ET
- Accepted
- Jan 17, 8:47 PM ET
- Size
- 7.8 KB