Pono Capital Four cuts Blackstar Orbital merger base purchase price to $200M from $380M

Pono Capital Four, Inc.

First Amendment to Aug 5, 2026 Merger Agreement reduces Base Purchase Price from $380,000,000 to $200,000,000, lowering Parent Shares in the Aggregate Merger Consideration.
Amended price is expressly not adjustable for debt, net debt, debt-like items, prepayment penalties, accrued liabilities or unpaid Company transaction expenses.
Equity Plan Reserve at Closing raised to 7,400,000 Parent Shares from 6,000,000, with conforming changes to Sections 3.1(f) and 3.7(a)(vii)(D).
Company Outside Closing Date extended to June 30, 2027 from March 31, 2027; all other Merger Agreement terms remain in full force.
Amendment signed Nov 5, 2026 by Pono CEO Dustin Shindo and Blackstar Orbital CEO Christopher Jannette; combined company expected to list on Nasdaq.

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