Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-41607

PONO CAPITAL THREE, INC.

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

643 Ilalo St., #102

Honolulu, Hawaii 96813

Telephone: (808) 892-6611

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant	PTHRU	The Nasdaq Stock Market LLC

Class A Ordinary Share, $0.0001 par value per share	PTHR	The Nasdaq Stock Market LLC

Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	PTHRW	The Nasdaq Stock Market LLC

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 Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the 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 smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 August 10, 2023, there were 12,168,875 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 4,935,622 of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

		Page
PART 1 - FINANCIAL INFORMATION

Item 1.	CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2023, for the three months ended June 30, 2022, and for the period from March 11, 2022 (inception) through June 30, 2022	2
	Unaudited Condensed Statements of Changes in Shareholder’s Equity (Deficit) for the three and six months ended June 30, 2023, for the three months ended June 30, 2022, and for the period from March 11, 2022 (inception) through June 30, 2022	3
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2023 and for the period from March 11, 2022 (inception) through June 30, 2022	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II - OTHER INFORMATION		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
SIGNATURES		27

PONO CAPITAL THREE, INC.

CONDENSED BALANCE SHEETS


	June 30, 2023			December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash	$	283,101		$	88,277
Prepaid expenses		219,102			1,372
Total current assets		502,203			89,649
Deferred offering costs		—			368,802
Marketable Securities held in Trust Account		119,917,674			—
Total Assets	$	120,419,877		$	458,451

Liabilities and Shareholders’ Equity (Deficit):
Current liabilities:
Accounts payable	$	57,745		$	—
Accrued expenses		28,111			—
Accrued expenses - related party		5,000			—
Accrued expenses		28,111			—
Accrued offering costs		70,000			142,138
Promissory note - related party		—			300,000
Total current liabilities		160,856			442,138
Deferred underwriting fee payable		3,450,000			—
Total Liabilities		3,610,856			442,138

Commitments and Contingencies (Note 6)		-			-
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 shares at redemption value of $10.42 and $0 per share as of June 30, 2023 and December 31, 2022, respectively		119,817,674			—

Shareholders’ Equity (Deficit):
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 668,875 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) and 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		67			—
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 4,935,622 issued and outstanding		494			494
Common stock value		-			-
Additional paid-in capital		—			24,712
Subscription receivable		—			(206	)
Accumulated deficit		(3,009,214	)		(8,687	)
Total Shareholders’ Equity (Deficit)		(3,008,653	)		16,313
Total Liabilities and Shareholders’ Equity (Deficit)	$	120,419,877		$	458,451

The accompanying notes are an integral part of these unaudited condensed financial statements.

PONO CAPITAL THREE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


										For the Period From March 11, 2022
	Three Months Ended			Three Months Ended			Six Months Ended			(inception) Through
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Operating and formation costs	$	295,817		$	1,089		$	426,086		$	1,427
Loss from operations		(295,817	)		(1,089	)	$	(426,086	)	$	(1,427	)

Other income
Interest income on investments held in Trust Account		1,412,991			—			2,042,674			—
Net income (loss)	$	1,117,174		$	(1,089	)	$	1,616,588		$	(1,427	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares		12,168,875			—			9,143,464			—
Basic and diluted weighted average shares outstanding, ordinary shares		12,168,875			—			9,143,464			—
Basic and diluted net income per share, Class A ordinary shares	$	0.07		$	—		$	0.11		$	—
Basic and diluted weighted average shares outstanding, Class B ordinary shares		4,935,622			1,390,110			4,935,622			698,895
Basic and diluted weighted average shares outstanding, ordinary shares		4,935,622			1,390,110			4,935,622			698,895
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.07		$	—		$	0.11		$	—

The accompanying notes are an integral part of these unaudited condensed financial statements.

PONO CAPITAL THREE, INC.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)


THREE AND SIX MONTHS ENDED JUNE 30, 2023

																		Total
	Class A Ordinary				Class B Ordinary				Additional									Shareholders’
	Shares				Shares				Paid-in			Subscription			Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital			Receivable			Deficit			(Deficit)
Balance January 1, 2023		—	$	—		4,935,622	$	494	$	24,712		$	(206	)	$	(8,687	)	$	16,313
Issuance of Placement Units		565,375		57		—		—		5,653,693			—			—			5,653,750
Issuance of Representative Shares		103,500		10		—		—		132,470			—			—			132,480
Proceeds allocated to Public Warrants		—		—		—		—		3,392,500			—			—			3,392,500
Allocation of Issuance Costs		—		—		—		—		(206,223	)		—			—			(206,223	)
Accretion Redemption Value of Class A Ordinary Shares		—		—		—		—		(8,997,152	)		—			(3,204,124	)		(12,201,276	)
Net Income		—		—		—		—		—			—			499,414			499,414
Balance at March 31, 2023		668,875		67		4,935,622		494		—			(206	)		(2,713,397	)		(2,713,042	)
Cash received for stock subscription receivable		—		—		—		—		—			206			—			206
Accretion Redemption Value of Class A Ordinary Shares		—		—		—		—		—			—			(1,412,991	)		(1,412,991	)
Net Income		—		—		—		—		—			—			1,117,174			1,117,174
Balance at June 30, 2023		668,875	$	67		4,935,622	$	494	$	—		$	—		$	(3,009,214	)	$	(3,008,653	)

FOR THE PERIOD FROM MARCH 11, 2022 (INCEPTION) THROUGH JUNE 30, 2022

	Class A Ordinary				Class B Ordinary				Additional							Total
	Shares				Shares				Paid-in		Subscription		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Receivable		Deficit			Deficit
Balance at March 11, 2022 (inception)		—	$	—		—	$	—	$	—	$	—	$	—		$	—
Net loss		—		—		—		—		—		—		(338	)		(338	)
Balance at March 31, 2022		—	$	—		—	$	—	$	—	$	—	$	(338	)	$	(338	)
Issuance of Class B ordinary shares to Sponsor		—		—		2,875,000		288		24,712		—		—			25,000
Net loss		—		—		—		—		—		—		(1,089	)		(1,089	)
Net Income (loss)		—		—		—		—		—		—		(1,089	)		(1,089	)
Balance at June 30, 2022		—	$	—		2,875,000	$	288	$	24,712	$	—	$	(1,427	)	$	23,573

The accompanying notes are an integral part of these unaudited condensed financial statements.

PONO CAPITAL THREE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


				For the Period From March 11, 2022
	Six Months Ended			(inception) Through
	June 30, 2023			June 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$	1,616,588		$	(1,427	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income on investments held in Trust Account		(2,042,674	)		—
Changes in operating assets and liabilities:
Prepaid expenses		(217,729	)		(4,144	)
Accounts payable		57,745			—
Accrued expenses		28,111			—
Accrued expenses - related party		5,000			—
Net cash used in operating activities		(552,959	)		(5,571	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(117,875,000	)		—
Net cash used in investing activities		(117,875,000	)		—

Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		—			25,000
Proceeds from promissory note - related party		—			300,000
Advance from Sponsor for payment of formation costs		—			412
Repayment to Sponsor for payment of formation costs		—			(412	)
Proceeds from sale of Placement Units		5,653,750			—
Proceeds from sale of Units, net of underwriting discount paid		113,735,000			—
Proceeds from stock subscriptions received		206			—
Repayment of Promissory note - related party		(300,000	)		—
Payment of offering costs		(466,173	)		(85,602	)
Net cash provided by financing activities		118,622,783			239,398

Net Change in Cash		194,824			233,827
Cash - Beginning of period		88,277			—
Cash - End of period	$	283,101		$	233,827

Non-cash investing and financing activities:
Accretion of Class A ordinary shares subject to redemption value	$	13,614,267		$	—
Valuation of Representative Shares	$	132,480		$	—
Offering costs included in Accrued offering costs	$	70,000		$	—
Deferred underwriting fee payable	$	3,450,000		$	—

The accompanying notes are an integral part of these unaudited condensed financial statements.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Pono Capital Three, Inc. (the “Company”) is a blank check company incorporated in Delaware on March 11, 2022. On October 14, 2022, the Company redomiciled in the Cayman Islands. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2023, the Company had not commenced any operations. All activity from inception through June 30, 2023 relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 1,500,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $115,000,000, which is discussed in Note 3. Each Unit consisted of one Class A ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 565,375 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Mehana Capital LLC (the “Sponsor”), including 54,000 Placement Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $5,653,750, which is described in Note 4.

Following the closing of the Initial Public Offering on February 14, 2023, an amount of $117,875,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Transaction costs related to the issuances described above amounted to $5,610,317, consisting of $1,265,000 of cash underwriting fees, $3,450,000 of deferred underwriting fees and $895,317 of other offering costs.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.25 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. With the completion of the Initial Public Offering, the Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor has agreed (a) to vote its Class B ordinary shares, the ordinary shares included in the Placement Units and the Public Shares purchased in the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B ordinary shares) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Class B ordinary shares and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased in the Initial Public Offering if the Company fails to complete its Business Combination.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The Company will have until 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $379,500 ($0.033 per unit) for each one month extension, into the Trust Account, or as extended by the Company’s shareholder in accordance with the Amended and Restated Memorandum and Articles of Association) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Liquidity

As of June 30, 2023 and December 31, 2022, the Company had $283,101 and $88,277 in cash, respectively, and a working capital surplus of $341,347 and a working capital deficit of $352,489, respectively. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used in fund offering expenses was released to the Company for general working capital purposes. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may provide us up to $1,500,000 under Working Capital Loans (see Note 5.)

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. Management plans to address this uncertainty with the successful closing of the Business Combination. The Company will have until February 14, 2024 (or up to August 14, 2024, as applicable) to consummate a Business Combination. If a Business Combination is not consummated by February 14, 2024, less than one year after the date these unaudited condensed financial statements are issued, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company’s balance of cash held outside of the Trust Account as of June 30, 2023, in conjunction with the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 14, 2024. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by February 14, 2024.

Risks and Uncertainties

As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in conformity GAAP and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s form 10-K as filed with the SEC on March 30, 2023. The interim results for three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

Investments Held in Trust Account

As of June 30, 2023 the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $119,917,674 and $0 and in investments held in the Trust Account as of June 30, 2023 and December 31, 2022, respectively.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.

Class A Ordinary Shares Subject To Possible Redemption

All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.42 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. As of December 31, 2022, Class A ordinary shares subject to possible redemption was $0.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

As of June 30, 2023, the Class A ordinary shares reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,392,500	)
Issuance costs allocated to Class A ordinary shares		(5,404,093	)
Plus:
Accretion of Class A ordinary shares subject to redemption to redemption amount		13,614,267
Class A ordinary shares subject to possible redemption	$	119,817,674

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $5,610,317, consisting of $1,265,000 of cash underwriting fees, $3,450,000 of deferred underwriting fees and $895,317 of other offering costs. As such, the Company recorded $5,404,094 of offering costs as a reduction of temporary equity and $206,223 of offering costs as a reduction of permanent equity.

Net Income Per Share

Net income per share is computed by dividing net income by the weighted average number ordinary shares outstanding for the period. Therefore, the income per share calculation allocates income shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The following table reflects the calculation of basic and diluted net income per share:

	For the Three Months Ended				For the Three Months Ended
	June 30, 2023				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Net Income (loss)	$	794,806	$	322,368	$	—	$	(1,089	)
Denominator:
Weighted Average Ordinary Shares		12,168,875		4,935,622		—		1,390,110
Basic and diluted net income per ordinary shares	$	0.07	$	0.07	$	—	$	—

	For the Six Months Ended				For the Period From March 11, 2022 (inception) Through
	June 30, 2023				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Net Income (loss)	$	1,049,870	$	566,718	$	—	$	(1,427	)
Denominator:
Weighted Average Ordinary Shares		9,143,464		4,935,622		—		698,895
Basic and diluted net income per ordinary shares	$	0.11	$	0.11	$	—	$	—

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations.

The warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each condensed balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 Units, including 1,500,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $115,000,000. Each Unit consisted of one Class A ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 565,375 Placement Units at a price of $10.00 per Placement Units, in a private placement to the Sponsor, including 54,000 Placement Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $5,653,750. Each Placement Unit consists of one Class A ordinary share (“Placement Share”) and one warrant (“Placement Warrant”). The proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Units will expire worthless.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On May 17, 2022, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 2,875,000 Class B ordinary shares (the “Founder Shares”). On December 22, 2022, the Sponsor subscribed for additional Founder Shares resulting in the issuance of 2,060,622 Class B ordinary shares to the Sponsor for consideration of $206. The Founder Shares included an aggregate of up to 643,777 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 30% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture.

The Sponsor has agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining any of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note - Related Party

On April 25, 2022, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of (i) March 31, 2023 or (ii) the date on which Company consummates the Initial Public Offering. Prior to the Initial Public Offering, the Company had borrowed $300,000 under the Promissory Note. On February 15, 2023, the Company repaid the outstanding balance under the Promissory Note of $300,000 that was borrowed prior to our initial public offering. As of June 30, 2023, there was no borrowings outstanding under the Promissory Note. As of December 31, 2022, the outstanding balance under the Promissory Note was $300,000. The Company no longer has the ability to borrow under the Promissory Note.

Administrative Support Agreement

The Company’s Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Mehana Capital LLC, the Sponsor, $10,000 per month for these services during the 12-month period to complete a Business Combination. For the three months ended June 30, 2023, and the three months ended June 30, 2022, the Company incurred expenses of $30,000 and $0, respectively. For the six months ended June 30, 2023, and for the period from March 11, 2022 (inception) through June 30, 2022, the Company incurred expenses of $45,000 and $0, respectively. As of June 30, 2023 and December 31, 2022, there was $5,000 and $0 accrued for by the Company for expenses incurred under this agreement.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Related Party Loans

In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon consummation of the initial Business Combination. The Units would be identical to the Placement Units. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2023 and December 31, 2022, there was no borrowings outstanding under the related party loans.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights Agreement

The holders of the Founder Shares and Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued upon conversion of working capital loans and extension loans, and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the Units issued as part of the working capital loans and extension loans and Class A ordinary shares issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed prior on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

Underwriting Agreement

Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $15,000,000.

The underwriters were paid a cash underwriting discount of $0.11 per Unit, or $1,265,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.30 per unit, or $3,450,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Representative Shares

Upon closing of the Initial Public Offering, the Company issued 103,500 Class A ordinary shares to the underwriters. The underwriters have agreed not to transfer, assign or sell the Representative Shares until the completion of the initial Business Combination. In addition, the underwriters have agreed (i) to waive its redemption rights with respect to the Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within 12 months (or up to 18 months if the Company extends such period) from the closing of the Initial Public Offering.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The Representative Shares are subject to a lock-up for a period of 180 days immediately following the commencement of sales of the registration statement pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2).

The initial measurement of the fair value of the Representative Shares was determined using the market approach to value the subject interest. Based on the indication of fair value using the market approach, the Company determined the fair value of the Representative Shares to be $1.28 per share or $132,480 (for the 103,500 Representative Shares issued) as of the date of the Initial Public Offering (which is also the grant date). As a result, $132,480 was recorded as an offering cost with a corresponding entry to permanent shareholders’ equity.

Right of First Refusal

For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT)

Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A ordinary shares — The Company is authorized to issue 100,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2023 there were 12,168,875 Class A ordinary shares issued and outstanding, including 11,500,000 Class A ordinary shares subject to possible redemption and classified as temporary equity. The remaining 668,875 shares are classified as permanent equity and are comprised of 565,375 shares included in the Placement Units and 103,500 Representative Shares. As of December 31, 2022, there were no Class A ordinary shares issued or outstanding.

Class B ordinary shares — The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 4,935,622 Class B Ordinary Shares issued and outstanding. Of the 4,935,622 Class B ordinary shares outstanding, up to 643,777 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial shareholders will collectively own 30% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On February 14, 2023, the underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Warrants — As of June 30, 2023, there were 11,500,000 Public Warrants and 565,375 Placement Warrants outstanding. As of December 31, 2022, there were no warrants outstanding. Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary shares at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of Class A ordinary shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the initial Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis.

Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption:

	●	in whole and not in part;

	●	at a price of $0.01 per Public Warrant,

	●	upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each Public Warrant holder; and

	●	if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Public Warrant holders.

If and when the Public Warrants become redeemable by the Company, the Company may not exercise the redemption right if the issuance of Class A ordinary shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The Placement Warrants are identical to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such Placement Warrants) are entitled to registration rights.

The Company accounts for the 12,065,375 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 565,375 Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

NOTE 8. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Amount at Fair
Description	Value		Level 1		Level 2		Level 3
June 30, 2023
Assets
Marketable Securities held in Trust Account:
U.S. Treasury Securities	$	119,917,674	$	119,917,674	$	—	$	—

As of December 31, 2022, the Company had no financial assets measured at fair value on a recurring basis.

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed unaudited financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Pono Capital Three, Inc. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Mehana Capital LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to the Company’s management. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in Delaware on March 11, 2022 (subsequently redomiciled in the Cayman Islands on October 14, 2022) formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) and the sale of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination pursuant to the forward purchase agreements (or backstop agreements we may enter into or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities for the three and six months ended June 30, 2023 were organizational activities and those necessary to prepare for our Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest income on investments held in our trust account after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2023, we had a net income of $1,117,174, which resulted from interest income on investments held in Trust Account of $1,412,991, offset by formation and operating costs of $295,817.

For the three months ended June 30, 2022, we had a net loss of $1,089, which consisted of formation and operating costs of $1,089.

For the six months ended June 30, 2023, we had a net income of $1,616,588, which resulted from interest income on investments held in Trust Account of $2,042,674, offset by formation and operating costs of $426,086.

For the period from March 11, 2022 (inception) through June 30, 2022, we had a net loss of $1,427, which consisted of formation and operating costs of $1,427.

Liquidity, Capital Resources and Going Concern

For the six months ended June 30, 2023, net cash used in operating activities was $552,959, which was due to interest income on investments in the Trust Account of $2,042,674, and changes in working capital of $126,873, offset by our net income of $1,616,588.

For the period from March 11, 2022 (inception) through June 30, 2022, net cash used in operating activities was $5,571, which was due to our net loss of $1,427, and changes in working capital of $4,144.

For the six months ended June 30, 2023, net cash used in investing activities was $117,875,000 which was primarily due to the investment of cash in the Trust Account.

There were no cash flows from investing activities for the period from March 11, 2022 (inception) through June 30, 2022.

For the six months ended June 30, 2023, net cash provided by financing activities was $118,622,783, which was due to the proceeds from sale of Placement Units of $5,653,750, proceeds from the sale of units, net of underwriting discount paid of $113,735,000, proceeds from stock subscriptions received of $206, partially offset by the payment of offering costs of $466,173, and repayment of the Promissory Note of $300,000.

For the period from March 11, 2022 (inception) through June 30, 2022, net cash provided by financing activities was $239,398, which was due to the proceeds from the promissory note - related party of $300,000 and the proceeds from the issuance of Class B ordinary shares to the Sponsor of $25,000, partially offset by the payment of offering costs of $85,602.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the funds held in the trust account and not previously released to us to pay our taxes (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes. We expect the only taxes payable by us out of the funds in the trust account will be income and franchise taxes, if any. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2023 and December 31, 2022.

Contractual Obligations

Registration Rights

Promissory Notes - Related Party

Underwriters Agreement

Critical Accounting Policies

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Derivative Financial Instruments

Ordinary Shares Subject to Possible Redemption

All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.25 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.

Net Income Per Share

Net income per share is computed by dividing net income by the weighted average number ordinary shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As of June 30, 2023, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds received into the Trust Accounts, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period from March 31, 2023 through June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for the Initial Public Offering declared effective by the SEC on February 9, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in our final prospectus of our Initial Public Offering filed with the SEC.

Our search for a Business Combination, and any target business with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets.

United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies. Further, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all. The impact of this action and related sanctions on the world economy and the specific impact on our financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with which we may ultimately consummate a Business Combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our final prospectus declared effective by the SEC on October 12, 2021. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we may ultimately consummate a Business Combination, may be materially adversely affected.

The risk factor disclosure in our final prospectus as set forth under the heading “Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations” is replaced in its entirety with the following risk factor:

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. We will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which special purpose acquisition companies (“SPACs”) could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances under which we could complete an initial business combination.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

On May 17, 2022, we issued 2,875,000 founder shares to Mehana Capital LLC (the “Sponsor”) and on December 22, 2022, our Sponsor acquired an additional 2,060,622 founder shares for an aggregate purchase price of $25,206, or approximately $0.005 per share, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On February 14, 2023, we consummated the Initial Public Offering of 11,500,000 units (the “Units”), including 1,500,000 Units issued pursuant to the exercise in full of the underwriter’s over-allotment option.. Each Unit consists of one Class A ordinary share of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”) and one warrant of the Company (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statements on Form S-1 (File No. 333-268283). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $115,000,000.

As previously reported on a Form 8-K, on February 14, 2023, simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of an aggregate of 565,375 units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $5,653,750.

A total of $117,875,000 was deposited in a trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer & Trust Company acting as trustee.

For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PONO CAPITAL THREE, INC.

Date: August 10, 2023		/s/ Davin Kazama
	Name:	Davin Kazama
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 10, 2023		/s/ Gary Miyashiro
	Name:	Gary Miyashiro
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATIONS

I, Davin Kazama, certify that:

	1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, of Pono Capital Three, Inc.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2023	By:	/s/ Davin Kazama
		Davin Kazama
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Gary Miyashiro, certify that:

	1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, of Pono Capital Three, Inc.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2023	By:	/s/ Gary Miyashiro
		Gary Miyashiro
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pono Capital Three, Inc. (the “Company”) on Form 10-Q for the Quarter ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Davin Kazama, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: August 10, 2023	By:	/s/ Davin Kazama
		Davin Kazama
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pono Capital Three, Inc. (the “Company”) on Form 10-Q for the Quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Gary Miyashiro, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: August 10, 2023	By:	/s/ Gary Miyashiro
		Gary Miyashiro
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 10, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41607
Entity Registrant Name	PONO CAPITAL THREE, INC.
Entity Central Index Key	0001930021
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	643 Ilalo St., #102
Entity Address, City or Town	Honolulu
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96813
City Area Code	(808)
Local Phone Number	892-6611
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units Each Consisting Of One Class Ordinary Share And One Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant
Trading Symbol	PTHRU
Security Exchange Name	NASDAQ
Class A Ordinary Share, $0.0001 par value per share [Member]
Title of 12(b) Security	Class A Ordinary Share, $0.0001 par value per share
Trading Symbol	PTHR
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share [Member]
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	PTHRW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		12,168,875
Common Class B [Member]
Entity Common Stock, Shares Outstanding		4,935,622

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 283,101	$ 88,277
Prepaid expenses	219,102	1,372
Total current assets	502,203	89,649
Deferred offering costs		368,802
Marketable Securities held in Trust Account	119,917,674
Total Assets	120,419,877	458,451
Current liabilities:
Accounts payable	57,745
Accrued offering costs	70,000	142,138
Total current liabilities	160,856	442,138
Deferred underwriting fee payable	3,450,000
Total Liabilities	3,610,856	442,138
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 shares at redemption value of $10.42 and $0 per share as of June 30, 2023 and December 31, 2022, respectively	119,817,674
Shareholders’ Equity (Deficit):
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock value
Additional paid-in capital		24,712
Subscription receivable		(206)
Accumulated deficit	(3,009,214)	(8,687)
Total Shareholders’ Equity (Deficit)	(3,008,653)	16,313
Total Liabilities and Shareholders’ Equity (Deficit)	120,419,877	458,451
Common Class A [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 shares at redemption value of $10.42 and $0 per share as of June 30, 2023 and December 31, 2022, respectively	119,817,674
Shareholders’ Equity (Deficit):
Common stock value	67
Common Class B [Member]
Shareholders’ Equity (Deficit):
Common stock value	494	494
Nonrelated Party [Member]
Current liabilities:
Accrued expenses	28,111
Related Party [Member]
Current liabilities:
Accrued expenses	5,000
Promissory note - related party		$ 300,000

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Redemption value per share	$ 10.42	$ 10.42
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	11,500,000	11,500,000
Redemption value per share	$ 10.42	$ 0
Common stock, par value	$ 0.0001	$ 0.0001
Commo stock, shares authorized	100,000,000	100,000,000
Common stock, share issued	668,875	0
Common stock, share outstanding	668,875	0
Redemption of shares	11,500,000	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Commo stock, shares authorized	10,000,000	10,000,000
Common stock, share issued	4,935,622	4,935,622
Common stock, share outstanding	4,935,622	4,935,622

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2023
Operating and formation costs	$ 295,817	$ 1,089	$ 1,427	$ 426,086
Loss from operations	(295,817)	(1,089)	(1,427)	(426,086)
Other income
Interest income on investments held in Trust Account	1,412,991			2,042,674
Net income (loss)	1,117,174	(1,089)	$ (1,427)	1,616,588
Basic net income per share, ordinary shares
Diluted net income per share, ordinary shares
Common Class A [Member]
Other income
Net income (loss)	$ 794,806			$ 1,049,870
Weighted average shares outstanding, ordinary shares, basic	12,168,875			9,143,464
Weighted average shares outstanding, ordinary shares, diluted	12,168,875			9,143,464
Basic net income per share, ordinary shares	$ 0.07			$ 0.11
Diluted net income per share, ordinary shares	$ 0.07			$ 0.11
Common Class B [Member]
Other income
Net income (loss)	$ 322,368	$ (1,089)	$ (1,427)	$ 566,718
Weighted average shares outstanding, ordinary shares, basic	4,935,622	1,390,110	698,895	4,935,622
Weighted average shares outstanding, ordinary shares, diluted	4,935,622	1,390,110	698,895	4,935,622
Basic net income per share, ordinary shares	$ 0.07			$ 0.11
Diluted net income per share, ordinary shares	$ 0.07			$ 0.11

Condensed Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Subscription Receivable [Member]	Retained Earnings [Member]	Common Class A [Member]	Common Class B [Member]	Total
Beginning balance, value at Mar. 10, 2022
Beginning balance, shares at Mar. 10, 2022
Net Income (loss)					(338)			(338)
Ending balance, value at Mar. 31, 2022					(338)			(338)
Ending balance, shares at Mar. 31, 2022
Beginning balance, value at Mar. 10, 2022
Beginning balance, shares at Mar. 10, 2022
Net Income (loss)							$ (1,427)	(1,427)
Ending balance, value at Jun. 30, 2022		$ 288	24,712		(1,427)			23,573
Ending balance, shares at Jun. 30, 2022		2,875,000
Beginning balance, value at Mar. 31, 2022					(338)			(338)
Beginning balance, shares at Mar. 31, 2022
Net Income (loss)					(1,089)		(1,089)	(1,089)
Issuance of Class B ordinary shares to Sponsor		$ 288	24,712					25,000
Issuance of class B ordinary shares to sponsor, shares		2,875,000
Ending balance, value at Jun. 30, 2022		$ 288	24,712		(1,427)			23,573
Ending balance, shares at Jun. 30, 2022		2,875,000
Beginning balance, value at Dec. 31, 2022		$ 494	24,712	(206)	(8,687)			16,313
Beginning balance, shares at Dec. 31, 2022		4,935,622
Issuance of Placement Units	$ 57		5,653,693					5,653,750
Issuance of Placement Units, shares	565,375
Issuance of Representative Shares	$ 10		132,470					132,480
Issuance of Representative shares, shares	103,500
Proceeds allocated to Public Warrants			3,392,500					3,392,500
Allocation of Issuance Costs			(206,223)					(206,223)
Accretion Redemption Value of Class A Ordinary Shares			(8,997,152)		(3,204,124)			(12,201,276)
Net Income (loss)					499,414			499,414
Ending balance, value at Mar. 31, 2023	$ 67	$ 494		(206)	(2,713,397)			(2,713,042)
Ending balance, shares at Mar. 31, 2023	668,875	4,935,622
Beginning balance, value at Dec. 31, 2022		$ 494	24,712	(206)	(8,687)			16,313
Beginning balance, shares at Dec. 31, 2022		4,935,622
Issuance of Representative Shares								$ 132,480
Issuance of Representative shares, shares								103,500
Net Income (loss)						1,049,870	566,718	$ 1,616,588
Ending balance, value at Jun. 30, 2023	$ 67	$ 494			(3,009,214)			(3,008,653)
Ending balance, shares at Jun. 30, 2023	668,875	4,935,622
Beginning balance, value at Mar. 31, 2023	$ 67	$ 494		(206)	(2,713,397)			(2,713,042)
Beginning balance, shares at Mar. 31, 2023	668,875	4,935,622
Accretion Redemption Value of Class A Ordinary Shares					(1,412,991)			(1,412,991)
Net Income (loss)					1,117,174	$ 794,806	$ 322,368	1,117,174
Cash received for stock subscription receivable				206				206
Ending balance, value at Jun. 30, 2023	$ 67	$ 494			$ (3,009,214)			$ (3,008,653)
Ending balance, shares at Jun. 30, 2023	668,875	4,935,622

Condensed Statements of Cash Flows (Unaudited) - USD ($)	4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2023
Cash Flows from Operating Activities:
Net income (loss)	$ (1,427)	$ 1,616,588
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income on investments held in Trust Account		(2,042,674)
Changes in operating assets and liabilities:
Prepaid expenses	(4,144)	(217,729)
Accounts payable		57,745
Accrued expenses		28,111
Accrued expenses - related party		5,000
Net cash used in operating activities	(5,571)	(552,959)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(117,875,000)
Net cash used in investing activities		(117,875,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000
Proceeds from promissory note - related party	300,000
Advance from Sponsor for payment of formation costs	412
Repayment to Sponsor for payment of formation costs	(412)
Proceeds from sale of Placement Units		5,653,750
Proceeds from sale of Units, net of underwriting discount paid		113,735,000
Proceeds from stock subscriptions received		206
Repayment of Promissory note - related party		(300,000)
Payment of offering costs	(85,602)	(466,173)
Net cash provided by financing activities	239,398	118,622,783
Net Change in Cash	233,827	194,824
Cash - Beginning of period		88,277
Cash - End of period	233,827	283,101
Non-cash investing and financing activities:
Accretion of Class A ordinary shares subject to redemption value		13,614,267
Valuation of Representative Shares		132,480
Offering costs included in Accrued offering costs		70,000
Deferred underwriting fee payable		$ 3,450,000

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Going Concern and Liquidity

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Risks and Uncertainties

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Use of Estimates

Cash

Investments Held in Trust Account

Income Taxes

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Class A Ordinary Shares Subject To Possible Redemption

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

As of June 30, 2023, the Class A ordinary shares reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,392,500	)
Issuance costs allocated to Class A ordinary shares		(5,404,093	)
Plus:
Accretion of Class A ordinary shares subject to redemption to redemption amount		13,614,267
Class A ordinary shares subject to possible redemption	$	119,817,674

Offering Costs associated with the Initial Public Offering

Net Income Per Share

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The following table reflects the calculation of basic and diluted net income per share:

	For the Three Months Ended				For the Three Months Ended
	June 30, 2023				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Net Income (loss)	$	794,806	$	322,368	$	—	$	(1,089	)
Denominator:
Weighted Average Ordinary Shares		12,168,875		4,935,622		—		1,390,110
Basic and diluted net income per ordinary shares	$	0.07	$	0.07	$	—	$	—

	For the Six Months Ended				For the Period From March 11, 2022 (inception) Through
	June 30, 2023				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Net Income (loss)	$	1,049,870	$	566,718	$	—	$	(1,427	)
Denominator:
Weighted Average Ordinary Shares		9,143,464		4,935,622		—		698,895
Basic and diluted net income per ordinary shares	$	0.11	$	0.11	$	—	$	—

Concentration of Credit Risk

Fair Value of Financial Instruments

Derivative Financial Instruments

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Warrants

Recent Accounting Standards

INITIAL PUBLIC OFFERING

6 Months Ended

Jun. 30, 2023

Initial Public Offering

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 Units, including 1,500,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $115,000,000. Each Unit consisted of one Class A ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

PRIVATE PLACEMENT

6 Months Ended

Jun. 30, 2023

Private Placement

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Note - Related Party

Administrative Support Agreement

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Related Party Loans

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights Agreement

Underwriting Agreement

Representative Shares

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Right of First Refusal

SHAREHOLDERS’ EQUITY (DEFICIT)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

SHAREHOLDERS’ EQUITY (DEFICIT)

NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT)

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption:

	●	in whole and not in part;

	●	at a price of $0.01 per Public Warrant,

	●	upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each Public Warrant holder; and

	●	if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Public Warrant holders.

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS

	Amount at Fair
Description	Value		Level 1		Level 2		Level 3
June 30, 2023
Assets
Marketable Securities held in Trust Account:
U.S. Treasury Securities	$	119,917,674	$	119,917,674	$	—	$	—

As of December 31, 2022, the Company had no financial assets measured at fair value on a recurring basis.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Use of Estimates

Use of Estimates

Cash

Cash

Investments Held in Trust Account

Investments Held in Trust Account

Income Taxes

Income Taxes

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Class A Ordinary Shares Subject To Possible Redemption

Class A Ordinary Shares Subject To Possible Redemption

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

As of June 30, 2023, the Class A ordinary shares reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,392,500	)
Issuance costs allocated to Class A ordinary shares		(5,404,093	)
Plus:
Accretion of Class A ordinary shares subject to redemption to redemption amount		13,614,267
Class A ordinary shares subject to possible redemption	$	119,817,674

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

Net Income Per Share

Net Income Per Share

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The following table reflects the calculation of basic and diluted net income per share:

	For the Three Months Ended				For the Three Months Ended
	June 30, 2023				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Net Income (loss)	$	794,806	$	322,368	$	—	$	(1,089	)
Denominator:
Weighted Average Ordinary Shares		12,168,875		4,935,622		—		1,390,110
Basic and diluted net income per ordinary shares	$	0.07	$	0.07	$	—	$	—

	For the Six Months Ended				For the Period From March 11, 2022 (inception) Through
	June 30, 2023				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Net Income (loss)	$	1,049,870	$	566,718	$	—	$	(1,427	)
Denominator:
Weighted Average Ordinary Shares		9,143,464		4,935,622		—		698,895
Basic and diluted net income per ordinary shares	$	0.11	$	0.11	$	—	$	—

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Derivative Financial Instruments

Derivative Financial Instruments

PONO CAPITAL THREE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Warrants

Warrants

Recent Accounting Standards

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK

As of June 30, 2023, the Class A ordinary shares reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,392,500	)
Issuance costs allocated to Class A ordinary shares		(5,404,093	)
Plus:
Accretion of Class A ordinary shares subject to redemption to redemption amount		13,614,267
Class A ordinary shares subject to possible redemption	$	119,817,674

SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE

The following table reflects the calculation of basic and diluted net income per share:

	For the Three Months Ended				For the Three Months Ended
	June 30, 2023				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Net Income (loss)	$	794,806	$	322,368	$	—	$	(1,089	)
Denominator:
Weighted Average Ordinary Shares		12,168,875		4,935,622		—		1,390,110
Basic and diluted net income per ordinary shares	$	0.07	$	0.07	$	—	$	—

	For the Six Months Ended				For the Period From March 11, 2022 (inception) Through
	June 30, 2023				June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Net Income (loss)	$	1,049,870	$	566,718	$	—	$	(1,427	)
Denominator:
Weighted Average Ordinary Shares		9,143,464		4,935,622		—		698,895
Basic and diluted net income per ordinary shares	$	0.11	$	0.11	$	—	$	—

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING

	Amount at Fair
Description	Value		Level 1		Level 2		Level 3
June 30, 2023
Assets
Marketable Securities held in Trust Account:
U.S. Treasury Securities	$	119,917,674	$	119,917,674	$	—	$	—

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)		4 Months Ended	6 Months Ended
	Feb. 14, 2023	Jun. 30, 2022	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Date of incorporation			Mar. 11, 2022
Proceeds from private placement			$ 5,653,750
Transaction cost		$ 412
Shares issued price per share			$ 1.28
Cash			$ 283,101	$ 88,277
working capital surplus			341,347
Working capital deficit			352,489
Working capital loans			$ 1,500,000
Post-combination Business [Member]
Property, Plant and Equipment [Line Items]
Percentage of voting interests acquired			50.00%
Minimum [Member]
Property, Plant and Equipment [Line Items]
Percentage of fair market value of business acquisition			80.00%
Business combination, net tangible assets			$ 5,000,001	$ 5,000,001
Public Warrant [Member]
Property, Plant and Equipment [Line Items]
Exercise price per share			$ 0.01
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Proceeds from initial public offering			$ 115,000,000
Exercise price per share			$ 18.00
Shares issued price per share			$ 9.20
Business combination description			In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price
Common Class A [Member] \| Public Warrant [Member]
Property, Plant and Equipment [Line Items]
Exercise price per share	$ 11.50		$ 11.50	$ 11.50
IPO [Member]
Property, Plant and Equipment [Line Items]
Number of shares of stock issued	11,500,000
Sale of stock number of shares issued	11,500,000
Sale of stock price per share	$ 10.25		$ 10.00
Sale of stock shares issued	$ 117,875,000
Transaction cost	5,610,317		$ 5,610,317
Payments for underwriting expense	1,265,000		1,265,000
Deferred underwriting fees	3,450,000		3,450,000
Other offering costs	895,317		$ 895,317
Shares issued price per share			$ 10.25
Business combination description			The Company will have until 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $379,500 ($0.033 per unit) for each one month extension, into the Trust Account, or as extended by the Company’s shareholder in accordance with the Amended and Restated Memorandum and Articles of Association) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law
Deposits			$ 379,500
IPO [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Taxes payable and less interest to pay dissolution expenses			$ 100,000
IPO [Member] \| Common Class A [Member]
Property, Plant and Equipment [Line Items]
Number of shares of stock issued			103,500
Over-Allotment Option [Member]
Property, Plant and Equipment [Line Items]
Proceeds from initial public offering	$ 115,000,000
Sale of stock number of shares issued	54,000
Over-Allotment Option [Member] \| Common Class A [Member]
Property, Plant and Equipment [Line Items]
Number of shares of stock issued	1,500,000
Sale of stock number of shares issued	1,500,000
Private Placement [Member]
Property, Plant and Equipment [Line Items]
Sale of stock number of shares issued	565,375		54,000
Sale of stock price per share	$ 10.00
Proceeds from private placement	$ 5,653,750

SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK (Details)	6 Months Ended
SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK (Details)	Jun. 30, 2023 USD ($)
Class A ordinary shares subject to possible redemption	$ 119,817,674
Common Class A [Member]
Gross proceeds	115,000,000
Proceeds allocated to Public Warrants	(3,392,500)
Issuance costs allocated to Class A ordinary shares	(5,404,093)
Accretion of Class A ordinary shares subject to redemption to redemption amount	13,614,267
Class A ordinary shares subject to possible redemption	$ 119,817,674

SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE (Details) - USD ($)	1 Months Ended	3 Months Ended			4 Months Ended	6 Months Ended
	Mar. 31, 2022	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2023
Net Income	$ (338)	$ 1,117,174	$ 499,414	$ (1,089)	$ (1,427)	$ 1,616,588
Basic net income per share, ordinary shares
Diluted net income per share, ordinary shares
Common Class A [Member]
Net Income		$ 794,806				$ 1,049,870
Weighted Average Number of Shares Outstanding, Basic		12,168,875				9,143,464
Weighted Average Number of Shares Outstanding, Diluted		12,168,875				9,143,464
Basic net income per share, ordinary shares		$ 0.07				$ 0.11
Diluted net income per share, ordinary shares		$ 0.07				$ 0.11
Common Class B [Member]
Net Income		$ 322,368		$ (1,089)	$ (1,427)	$ 566,718
Weighted Average Number of Shares Outstanding, Basic		4,935,622		1,390,110	698,895	4,935,622
Weighted Average Number of Shares Outstanding, Diluted		4,935,622		1,390,110	698,895	4,935,622
Basic net income per share, ordinary shares		$ 0.07				$ 0.11
Diluted net income per share, ordinary shares		$ 0.07				$ 0.11

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		4 Months Ended	6 Months Ended
	Feb. 14, 2023	Jun. 30, 2022	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Investments held in trust account			$ 119,917,674
Unrecognized tax benefits			0
Accrued for interest and penalties			$ 0
Redemption price per share			$ 10.42		$ 10.42
Transaction cost		$ 412
Temporary equity			119,817,674
Cash, FDIC insured amount			250,000
IPO [Member]
Property, Plant and Equipment [Line Items]
Transaction cost	$ 5,610,317		5,610,317
Cash underwriting fees	1,265,000		1,265,000
Deferred underwriting fees	3,450,000		3,450,000
Other offering costs	$ 895,317		895,317
Offering cost			5,404,094
Temporary equity			$ 206,223
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Redemption price per share			$ 10.42		$ 0
Redemption of shares			11,500,000	11,500,000	0
Temporary equity			$ 119,817,674
Minimum [Member]
Property, Plant and Equipment [Line Items]
Business combination tangible assets net			$ 5,000,001		$ 5,000,001

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		6 Months Ended
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Feb. 14, 2023	Jun. 30, 2023	Dec. 31, 2022
Public Warrant [Member]
Exercise price per share		$ 0.01
Common Class A [Member]
Proceeds from initial public offering		$ 115,000,000
Exercise price per share		$ 18.00
Common Class A [Member] \| Public Warrant [Member]
Exercise price per share	$ 11.50	$ 11.50	$ 11.50
IPO [Member]
Sale of stock, number of shares issued in transaction	11,500,000
Over-Allotment Option [Member]
Sale of stock, number of shares issued in transaction	54,000
Proceeds from initial public offering	$ 115,000,000
Over-Allotment Option [Member] \| Common Class A [Member]
Sale of stock, number of shares issued in transaction	1,500,000

PRIVATE PLACEMENT (Details Narrative) - USD ($)		4 Months Ended	6 Months Ended
PRIVATE PLACEMENT (Details Narrative) - USD ($)	Feb. 14, 2023	Jun. 30, 2022	Jun. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Proceeds from private placement			$ 5,653,750
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction	565,375		54,000
Sale of stock price per share	$ 10.00
Proceeds from private placement	$ 5,653,750
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction	54,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)						3 Months Ended		4 Months Ended	6 Months Ended	12 Months Ended
	Feb. 15, 2023	Feb. 14, 2023	Dec. 31, 2022	Dec. 22, 2022	May 17, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2023	Dec. 31, 2022	Apr. 25, 2022
Related Party Transaction [Line Items]
Cash			$ 88,277			$ 283,101			$ 283,101	$ 88,277
Repayment of promissory note - related party									300,000
Incurred expenses									$ 28,111
Affiliate Sponsor [Member]
Related Party Transaction [Line Items]
Business acquisition, share price						$ 10.00			$ 10.00
Mehana Capital L L C [Member] \| Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Incurred expenses								$ 0	$ 45,000
Related Party [Member] \| Mehana Capital L L C [Member] \| Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Service cost payable						$ 10,000			10,000
Incurred expenses						30,000	$ 0		5,000	$ 0
Maximum [Member] \| Affiliate Sponsor [Member]
Related Party Transaction [Line Items]
Issuable, value assigned						$ 1,500,000			$ 1,500,000
IPO [Member]
Related Party Transaction [Line Items]
Number of shares of stock issued		11,500,000
Sale of stock price per share		$ 10.25				$ 10.00			$ 10.00
IPO [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Loan amount											$ 300,000
Repayment of promissory note - related party	$ 300,000		$ 300,000
IPO [Member] \| Promissory Note [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Promissory note - related party											$ 300,000
Common Class B [Member]
Related Party Transaction [Line Items]
Cash					$ 25,000
Number of shares of stock issued					2,875,000
Additional founder shares				2,060,622
Sponsor for subscription remains outstanding				$ 206
Percentage of issued and outstanding shares					30.00%				30.00%
Sale of stock price per share					$ 12.00
Common Class B [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Additional founder shares									643,777
Common Class B [Member] \| Over-Allotment Option [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Sharebased payment award options forfeitures					643,777

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Feb. 14, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share options exercised value			$ 25,000
Shares price per share				$ 1.28
Representative shares value		$ 132,480		$ 132,480
Representative shares issued				103,500
Permanent shareholders equity				$ 132,480
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from initial public offering				$ 115,000,000
Shares price per share				$ 9.20
Underwriters [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				0.30
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock price per share	$ 10.25			$ 10.00
Deferred underwriting fees	$ 3,450,000			$ 3,450,000
Number of shares of stock issued	11,500,000
Shares price per share				$ 10.25
IPO [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares of stock issued				103,500
IPO [Member] \| Underwriters [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock price per share				$ 10.00
Number of share options exercised value				$ 15,000,000
Share price				$ 0.11
Proceeds from initial public offering				$ 1,265,000
Deferred underwriting fees				$ 3,450,000
Underwriting Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share options exercised				1,500,000

SHAREHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)			6 Months Ended
	Dec. 22, 2022	May 17, 2022	Jun. 30, 2023	Dec. 31, 2023	Feb. 14, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized			1,000,000			1,000,000
Preferred stock, par value			$ 0.0001			$ 0.0001
Preferred stock, shares issued			0			0
Preference stock, shares outstanding			0			0
Issuance of representative shares, shares			103,500
Newly issued price per shares			$ 1.28
Public Warrant [Member]
Class of Stock [Line Items]
Public warrants						$ 0
Exercise price per share			$ 0.01
Common Class A [Member]
Class of Stock [Line Items]
Issuance of placement units, shares			565,375
Issuance of representative shares, shares			103,500
IPO [Member]
Class of Stock [Line Items]
Warrants issued			12,065,375
Business combination description			The Company will have until 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $379,500 ($0.033 per unit) for each one month extension, into the Trust Account, or as extended by the Company’s shareholder in accordance with the Amended and Restated Memorandum and Articles of Association) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law
Newly issued price per shares			$ 10.25
IPO [Member] \| Public Warrant [Member]
Class of Stock [Line Items]
Warrants issued			11,500,000
IPO [Member] \| Placement Warrants [Member]
Class of Stock [Line Items]
Warrants issued			565,375
IPO [Member] \| Public Warrants [Member]
Class of Stock [Line Items]
Warrants issued			11,500,000
Common Class A [Member]
Class of Stock [Line Items]
Commo stock, shares authorized			100,000,000			100,000,000
Common stock, par value			$ 0.0001			$ 0.0001
Common stock voting rights			Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.
Common stock, redumption shares			12,168,875
Redemption of shares			11,500,000	11,500,000		0
Temporary to permanent equity shares			668,875
Common stock, shares issued			668,875			0
Common stock, share outstanding			668,875			0
Exercise price per share			$ 18.00
Business combination description			In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price
Newly issued price per shares			$ 9.20
Common Class A [Member] \| Public Warrant [Member]
Class of Stock [Line Items]
Exercise price per share			$ 11.50		$ 11.50	$ 11.50
Common Class B [Member]
Class of Stock [Line Items]
Commo stock, shares authorized			10,000,000			10,000,000
Common stock, par value			$ 0.0001			$ 0.0001
Common stock, shares issued			4,935,622			4,935,622
Common stock, share outstanding			4,935,622			4,935,622
Additional founder shares	2,060,622
Percentage of issued and outstanding shares		30.00%	30.00%
Common Class B [Member] \| Over-Allotment Option [Member]
Class of Stock [Line Items]
Additional founder shares			643,777

SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Investments held in Trust Account	$ 119,917,674
US Treasury Securities [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Investments held in Trust Account	119,917,674
US Treasury Securities [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Investments held in Trust Account	119,917,674
US Treasury Securities [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Investments held in Trust Account
US Treasury Securities [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Investments held in Trust Account