Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Pono Capital Four, Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/16/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Mehana Ventures LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,221.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
28.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 4,939,221 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consists of (1) 160,000 Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") and (2) 4,779,221 Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 160,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Placement Units Purchase Agreement, dated March 12, 2026, by and between Mehana Ventures LLC (the "Sponsor") and the Issuer. Each unit consists of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of an initial business combination. Excludes the 32,000 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage in Row 11 is based on 17,347,857 Ordinary Shares, including 12,205,000 Class A Ordinary Shares and 5,142,857 Class B Ordinary Shares issued and outstanding as of March 16, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Mehana Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,221.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
28.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 4,939,221 Ordinary Shares reported in Items 5, 7 and 9 consists of (1) 160,000 Class A Ordinary Shares and (2) 4,779,221 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 160,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Placement Units Purchase Agreement, dated March 12, 2026, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of an initial business combination. Excludes the 32,000 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage in Row 11 is based on 17,347,857 Ordinary Shares, including 12,205,000 Class A Ordinary Shares and 5,142,857 Class B Ordinary Shares issued and outstanding as of March 16, 2026. Mehana Management LLC is the managing member of the Sponsor and has voting and dispositive power over the securities held of record by the Sponsor.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Dustin Shindo | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,221.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
28.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 4,939,221 Ordinary Shares reported in Items 5, 7 and 9 consists of (1) 160,000 Class A Ordinary Shares and (2) 4,779,221 Class B Ordinary Shares, which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 160,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Placement Units Purchase Agreement, dated March 12, 2026, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of an initial business combination. Excludes the 32,000 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage in Row 11 is based on 17,347,857 Ordinary Shares, including 12,205,000 Class A Ordinary Shares and 5,142,857 Class B Ordinary Shares issued and outstanding as of March 16, 2026. Dustin Shindo is the manager of Mehana Management LLC, the managing member of the Sponsor, and has voting and dispositive power over the securities held of record by the Sponsor. Mr. Shindo disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Pono Capital Four, Inc. | |
| (b) | Address of issuer's principal executive offices:
Suite 210, 2nd Floor Windward III, Regatta Office Park, PO Box 500, Grand Cayman, Cayman Islands KY-1106 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Mehana Ventures LLC (the "Sponsor"), (ii) Mehana Management LLC and (iii) Dustin Shindo. The Sponsor, Mehana Management LLC and Dustin Shindo have entered into a Joint Filing Agreement, dated the date hereof, pursuant to which the Sponsor, Mehana Management LLC and Dustin Shindo have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Sponsor, Mehana Management LLC and Dustin Shindo are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein. | |
| (b) | Address or principal business office or, if none, residence:
4348 Waialae Ave, #632, Honoloulu, HI 96816 | |
| (c) | Citizenship:
(i) Mehana Ventures LLC - Delaware, United States (ii) Mehana Management LLC - Delaware, United States (iii) Dustin Shindo - United States | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Mehana Ventures LLC is the beneficial owner of 4,939,221 Ordinary Shares (defined below), consisting of (1) 160,000 Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") and (2) 4,779,221 Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 160,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Placement Units Purchase Agreement, dated March 12, 2026, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of an initial business combination. Excludes the 32,000 Class A Ordinary Shares issuable upon conversion of rights that comprise the units. The percentage is based on 17,347,857 Ordinary Shares, including 12,205,000 Class A Ordinary Shares and 5,142,857 Class B Ordinary Shares issued and outstanding as of March 16, 2026. Dustin Shindo is the manager of Mehana Management LLC, the managing member of the Sponsor, and has voting and dispositive power over the securities held of record by the Sponsor. Mr. Shindo disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. | |
| (b) | Percent of class:
28.5% (based on 17,347,857 Ordinary Shares issued and outstanding as of March 16, 2026). %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Mehana Ventures LLC - 4,939,221 Ordinary Shares Mehana Management LLC - 4,939,221 Ordinary Shares Dustin Shindo - 4,939,221 Ordinary Shares | ||
| (ii) Shared power to vote or to direct the vote:
Mehana Ventures LLC - 0 Mehana Management LLC - 0 Dustin Shindo - 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mehana Ventures LLC - 4,939,221 Ordinary Shares Mehana Management LLC - 4,939,221 Ordinary Shares Dustin Shindo - 4,939,221 Ordinary Shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mehana Ventures LLC - 0 Mehana Management LLC - 0 Dustin Shindo - 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k) |