Pono Capital Three(PTHR) - 2023 Q3 - Quarterly Report

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $112,662, driven by an unrealized gain on investments held in the Trust Account of $1,562,141[137]. - For the nine months ended September 30, 2023, the company achieved a net income of $1,729,250, resulting from an unrealized gain on investments of $3,604,815[138]. - The company had net cash used in operating activities of $767,778 for the nine months ended September 30, 2023, primarily due to unrealized gains and changes in working capital[139]. - The company incurred formation and operating costs of $612,468 for the three months ended September 30, 2023[137]. Financing Activities - The company reported net cash provided by financing activities of $118,622,783 for the nine months ended September 30, 2023, from proceeds of $113,735,000 from the sale of units[142]. - The company completed its Initial Public Offering on February 14, 2023, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units[144]. - The underwriters exercised the over-allotment option to purchase an additional 1,500,000 units at an aggregate price of $15,000,000 during the initial public offering[154]. - The company incurred a cash underwriting discount of $1,265,000 and will pay $3,450,000 in deferred underwriting commissions upon completion of a business combination[155]. Trust Account and Investments - The company placed $117,875,000 from the net proceeds of the Initial Public Offering into a trust account, equating to $10.25 per unit[146]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination, with expectations that interest earned will cover tax obligations[147]. - The company has invested net proceeds from the initial public offering in U.S. government treasury bills and money market funds, minimizing exposure to interest rate risk[162]. Business Combination and Future Plans - The company entered into a Business Combination Agreement with Horizon Aircraft, which includes an Exchange Consideration of $96,000,000 minus the Closing Net Indebtedness[129]. - The company plans to redomesticate as a British Columbia company prior to the closing of the Business Combination[128]. - The company has until February 14, 2024, to consummate a business combination, with a potential extension to August 14, 2024; failure to do so will result in mandatory liquidation[149]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[136]. Other Financial Information - As of September 30, 2023, the company had no off-balance sheet arrangements[150]. - The company has no outstanding borrowings under the promissory note as of September 30, 2023, after repaying $300,000 previously borrowed[153]. - The company recognizes changes in the redemption value of Class A ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[159].