Amended Statement of Ownership (sc 13g/a)
January 31 2023 - 12:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Pono
Capital Corp
(Name
of Issuer)
Class A Common Stock, $0.000001 par value per share
(Title
of Class of Securities)
732450101
(CUSIP
Number)
December 31, 2022
(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)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boothbay
Fund 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 |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
700,471* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
700,471* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,471* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.72%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IA,
OO |
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boothbay
Absolute Return Strategies LP |
| 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 |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
469,471* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
469,471* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
469,471* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.83%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ari
Glass |
| 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 |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
700,471* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
700,471* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,471* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.72%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC |
Item
1.
| |
(a) |
Name
of Issuer
Pono Capital Corp (the “Issuer”) |
| |
|
|
| |
(b) |
Address
of Issuer’s Principal Executive Offices
643
Ilalo Street
Honolulu,
HI 96813
|
Item
2.
| |
(a) |
Name
of Person Filing:
Boothbay
Fund Management, LLC*
Boothbay
Absolute Return Strategies LP*
Ari
Glass* |
| |
|
|
| |
(b) |
Address
of the Principal Office or, if none, residence 140 East 45th Street, 14th
Floor
New
York, NY 10017 |
| |
|
|
| |
(c) |
Citizenship
Boothbay
Fund Management, LLC – Delaware
Boothbay
Absolute Return Strategies LP – Delaware
Ari
Glass – United States |
| |
|
|
| |
(d) |
Title
of Class of Securities
Class A Common
Stock |
| |
|
|
| |
(e) |
CUSIP
Number
732450101 |
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: N/A
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| |
(a) |
Amount
beneficially owned:
Boothbay
Fund Management, LLC – 700,471*
Boothbay
Absolute Return Strategies LP – 469,471*
Ari
Glass – 700,471* |
| |
|
|
|
| |
(b) |
Percent
of class:
Boothbay
Fund Management, LLC – 5.72%*
Boothbay
Absolute Return Strategies LP – 3.83%*
Ari
Glass – 5.72%* |
| |
(c) |
Number
of shares as to which the person has: |
| |
|
|
|
| |
|
(i) |
Sole
power to vote or to direct the vote
Boothbay
Fund Management, LLC – 0
Boothbay
Absolute Return Strategies LP – 0
Ari
Glass – 0 |
| |
|
|
|
| |
|
(ii) |
Shared
power to vote or to direct the vote
Boothbay
Fund Management, LLC – 700,471*
Boothbay
Absolute Return Strategies LP – 469,471*
Ari
Glass – 700,471* |
| |
|
|
|
| |
|
(iii) |
Sole
power to dispose or to direct the disposition of
Boothbay
Fund Management, LLC – 0
Boothbay
Absolute Return Strategies LP – 0
Ari
Glass – 0 |
| |
|
|
|
| |
|
(iv) |
Shared
power to dispose or to direct the disposition of
Boothbay
Fund Management, LLC – 700,471*
Boothbay
Absolute Return Strategies LP – 469,471*
Ari
Glass – 700,471* |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
*
The Class A common stock (the “Shares”) of Pono Capital Corp, a blank check company incorporated in Delaware (the “Issuer”),
reported herein are held in the form of units (the “Units”). Each Unit consists of one Share and three-quarters of one redeemable
warrant, as described in more detail in the Issuer’s Prospectus filed with the SEC on August 13, 2021 (the “Prospectus”).
Each whole warrant entitles the holder thereof to purchase one Share. Each warrant will become exercisable on the later of 30 days after
the completion of the Issuer’s initial business combination and six months from the closing of this offering and will expire five
years after the completion of an initial business combination, or earlier upon redemption or liquidation.
The
Units are held by one or more private funds (the “Funds”), which are managed by Boothbay Fund Management, LLC, a Delaware
limited liability company (the “Adviser”). Ari Glass is the Managing Member of the Adviser. Certain subadvisors (“Subadvisors”)
have been delegated the authority to act on behalf of the Funds, including exclusive authority to vote and/or direct the disposition
of certain Shares held by the Fund, and such Shares may be reported in regulatory filings made by such Subadvisors. However, this report
is being made to the extent that, for the purposes of Reg. Section 240.13d-3, the reporting persons herein are deemed to beneficially
own an aggregate of 700,471 Shares (held in the form of Units), or 5.72%, of the 12,251,675 Shares outstanding as disclosed in the Issuer’s
Proxy Statement/Prospectus filed on January 13, 2023.
This
report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial owner of the securities reported
herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting
persons herein disclaims beneficial ownership of the Units reported herein except to the extent of the reporting person’s pecuniary
interest therein.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Dated:
January 31, 2023
| |
Boothbay
Fund Management, LLC |
| |
|
|
| |
By: |
/s/
Ari Glass |
| |
|
Ari
Glass, Managing Member |
| |
|
|
| |
Boothbay
Absolute Return Strategies LP |
| |
|
|
| |
By: |
Boothbay
Fund Management, LLC, |
| |
|
its
investment manager |
| |
|
|
| |
By: |
/s/
Ari Glass |
| |
|
Ari
Glass, Managing Member |
| |
|
|
| |
Ari
Glass |
| |
|
|
| |
By: |
/s/
Ari Glass |
| |
|
Individually |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13D-1(K)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with
respect to the Class A common stock held in the form of Units of Pono Capital Corp together with any or all amendments thereto, when
and if required. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii)
as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned
may mutually agree.
Dated:
January 31, 2023
| |
Boothbay
Fund Management, LLC |
| |
|
|
| |
By: |
/s/
Ari Glass |
| |
|
Ari
Glass, Managing Member |
| |
|
|
| |
Boothbay
Absolute Return Strategies LP |
| |
|
|
| |
By: |
Boothbay
Fund Management, LLC, |
| |
|
its
investment manager |
| |
|
|
| |
By: |
/s/
Ari Glass |
| |
|
Ari
Glass, Managing Member |
| |
|
|
| |
Ari
Glass |
| |
|
|
| |
By: |
/s/
Ari Glass |
| |
|
Individually |
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