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Pono Capital Four Inc-A 2026年季度报告

2026-05-14 美股财报 罗鑫涛Robin
报告封面

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 Commission File Number 001-43191 PONO CAPITAL FOUR, INC.(Exact name of registrant as specified in its charter) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 14, 2026, there were 12,205,000 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 5,142,857 ofthe registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding. PONO CAPITAL FOUR, INC.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026 TABLE OF CONTENTS Page PART I. - FINANCIAL INFORMATION1Item 1. Financial Statements.1Unaudited Condensed Balance Sheet as of March 31, 20261Unaudited Condensed Statement of Operations for the Period from January 2, 2026 (Inception) through March 31,20262Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Period from January 2, 2026(Inception) through March 31, 20263Unaudited Condensed Statement of Cash Flows for the Period from January 2, 2026 (Inception) through March31, 20264Notes to the Unaudited Condensed Financial Statements5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3. Quantitative and Qualitative Disclosures About Market Risk23Item 4. Controls and Procedures23PART II. - OTHER INFORMATION24Item 1. Legal Proceedings24Item 1A. Risk Factors24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.25Item 3. Defaults Upon Senior Securities25Item 4. Mine Safety Disclosures25Item 5. Other Information25Item 6. Exhibits25SIGNATURES26 PART I - FINANCIAL INFORMATION PONO CAPITAL FOUR, INC.UNAUDITED CONDENSED BALANCE SHEET (1)On January 22, 2026, through a share dividend, the Company issued an additional 1,232,143 founder shares to our sponsor,resulting in our sponsor holding an aggregate of 7,392,857 founder shares. The Company’s stockholders currently hold 5,914,286founder shares after the Company forfeited 1,478,571 founder shares in connection with pricing of the offering. All share amountsand related information have been retroactively restated to reflect the share dividend (Note6).(2)Includes up to 771,429 ClassB ordinary shares subject to forfeiture if the over-allotmentoption is not exercised in full or in part by the underwriter (Note6). On May 5, 2026, 771,429 Class B ordinary shares were forfeited, resulting in 5,142,857 Class Bordinary shares outstanding. The accompanying notes are an integral part of these unaudited condensed financial statements. PONO CAPITAL FOUR, INC.UNAUDITED CONDENSED STATEMENT OF OPERATIONS (1)On January 22, 2026, through a share dividend, the Company issued an additional 1,232,143 founder shares to our sponsor,resulting in our sponsor holding an aggregate of 7,392,857 founder shares. The Company’s stockholders currently hold 5,914,286founder shares after the Company forfeited 1,478,571 founder shares in connection with pricing of the offering. All share amountsand related information have been retroactively restated to reflect the share