Pono Capital Four, Inc. filed a current report on Form 8-K on November 6, 2026, disclosing a First Amendment to its Merger Agreement with Blackstar Orbital Technologies Corporation, executed November 5, 2026, that reduces the Base Purchase Price, extends the closing deadline, and increases the equity plan reserve.

Key Highlights

  • Base Purchase Price reduced: The amendment lowers the Base Purchase Price from $380,000,000 to $200,000,000, which determines the number of Parent Shares constituting the Aggregate Merger Consideration payable to Blackstar's securityholders.
  • Equity Incentive Plan reserve increased: The number of Parent Shares reserved for issuance under the Equity Incentive Plan as of Closing rises from 6,000,000 to 7,400,000.
  • Closing deadline extended: The Company Outside Closing Date is extended from March 31, 2027 to June 30, 2027.
  • Original merger agreement date: The underlying Merger Agreement was entered into on August 5, 2026, among Pono, Pono Four Merger Sub, Inc., and Blackstar Orbital Technologies Corporation.
  • Remaining terms unchanged: According to the filing, "except as expressly provided in the Amendment, the terms of the Merger Agreement remain unchanged and in full force and effect."
  • Shareholder vote pending: The filing states the Business Combination will be submitted to Pono shareholders, with a Registration Statement on Form S-4 and Proxy Statement/Prospectus to be filed with the SEC.

Pono and Blackstar Amend Merger Terms: Lower Valuation, Extended Deadline

Pono Capital Four, Inc. (NASDAQ:PONO), a Cayman Islands exempted company, disclosed on November 5, 2026 that it, Pono Four Merger Sub, Inc., and Blackstar Orbital Technologies Corporation signed a First Amendment to their existing Merger Agreement. The original agreement had been executed on August 5, 2026. The amendment modifies three key terms of that agreement.

According to the filing, the most significant change is a reduction in the Base Purchase Price from $380,000,000 to $200,000,000. That figure is used to calculate the number of Parent Shares that will constitute the Aggregate Merger Consideration paid to Blackstar's securityholders at closing. The amendment also increases the Equity Incentive Plan reserve from 6,000,000 Parent Shares to 7,400,000 Parent Shares, with conforming changes made to specified sections of the original Merger Agreement. Additionally, the Company Outside Closing Date - the deadline by which the transaction must close - has been extended from March 31, 2027 to June 30, 2027.

The filing notes that Pono, prior to the closing date, intends to de-register from the Cayman Islands and domesticate as a Delaware corporation. The Business Combination remains subject to shareholder approval, and Pono disclosed it intends to file a Registration Statement on Form S-4 with the SEC, which will include a Proxy Statement/Prospectus. The filing contains forward-looking statements that the company identifies as subject to its cautionary language under the Private Securities Litigation Reform Act of 1995. A copy of the amendment is filed as Exhibit 2.1 to the current report.

What Was Disclosed

Pono Capital Four reported a November 5, 2026 amendment to its Merger Agreement with Blackstar Orbital Technologies, reducing the Base Purchase Price to $200,000,000, expanding the equity plan share reserve to 7,400,000 shares, and extending the closing deadline to June 30, 2027.