Benuvia Therapeutics Inc. entered into an agreement to acquire Pono Capital Corp. (NasdaqCM:PONO) from Mehana Equity LLC and others for approximately $400 million in a reverse merger transaction on March 17, 2022. As a result of the transaction, Benuvia will become public company and will apply to be listed on Nasdaq.

The consummation of the merger is subject to customary closing conditions unless waived, including: the approval by the stockholders of each of Benuvia and Pono; approvals of all required governmental authorities and the expiration or termination of any anti-trust waiting periods; receipt of specified third-party consents; after giving effect to the redemption, Pono shall have at least $5,000,001 of net tangible assets as required by its charter; the members of the post-Closing Pono board shall have been elected or appointed as of the Closing; a registration statement being declared effective by the U.S. Securities and Exchange Commission; the shares of Pono common stock issued as Merger Consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance; and each escrow agreement shall be in full force and effect as of the closing. The board of directors of Benuvia and Pono approved the transaction. The transaction is expected to close in the third quarter of 2022.

EF Hutton, division of Benchmark Investments, LLC, is acting as the exclusive financial advisor to Benuvia, Inc. Noah Kornblith of O'Melveny & Myers LLP is acting as legal advisor to Benuvia. Andrew M. Tucker, E. Peter Strand, Wells Hall, Christopher Hanson, Matthew Zischke and Anthony Laurentano of Nelson Mullins Riley & Scarborough LLP is acting as legal advisor to Pono and Mehana Equity LLC.