Dustin Shindo - Aug 10, 2021 Form 3 Insider Report for Pono Capital Corp (AWINW)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Dustin Shindo Name: Dustin Shindo Title: Chief Executive Officer and Director
Stock symbol: AWINW
Transactions as of: Aug 10, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/10/2021, 04:16 PM
Next filing: Nov 14, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	AWINW	Class B common stock							Aug 10, 2021	Class A common stock	2.78M		See Footnotes	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the registration statement on Form S-1 (File No. 333-2571504) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock, par value $0.000001 per share, of Pono Capital Corp (the "Issuer") will automatically convert into shares of Class A common stock, par value $0.000001 per share, of the Issuer at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2	These shares represent 2,775,000 shares of Class B common stock held by Mehana Equity LLC (the "Sponsor") acquired pursuant to a certain securities subscription Agreement dated as of March 22, 2021, by and between the Sponsor and the registrant (the "Subscription Agreement").
F3	Mr. Shindo is the managing member of the Sponsor, shares voting and dispositive control over the shares by the Sponsor with other members and may be deemed the beneficial owner of such shares. These shares include up to 375,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option in connection with the registrant's initial public offering in full. Mr. Shindo disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.