Pursuant to the Merger Agreement, it is intended that Blackstar Orbital will merge with Pono Four Merger Sub, Inc., a wholly owned subsidiary of Pono, with Blackstar Orbital continuing as the surviving corporation as a wholly owned subsidiary of Pono. Stockholders of Blackstar Orbital will receive shares of Common Stock of Pono (the "Merger"). In connection with the Merger, it is expected that Blackstar Orbital Technologies Corporation will remain as the name of the wholly owned subsidiary and that Pono will then change its name to "Blackstar Orbital Corporation".

Pono and Blackstar Orbital believe that, if consummated, the Merger will promote the expansion of Blackstar Orbital’s business globally, as Blackstar Orbital will be better positioned to become the global leader in the premium orbital down mass and advanced high-performance satellite market.

Blackstar Orbital is developing SpaceDrone™, a reusable orbital spacecraft platform designed to launch aboard existing rockets as a conventional payload, conduct missions in low Earth orbit, carry mission payloads back from orbit, and land on a runway for recovery and reuse. By integrating orbital operations, payload return and runway recovery into a single platform, Blackstar Orbital intends to enable more responsive, repeatable and flexible space missions for government and commercial customers.

"Today’s satellites are generally designed without a return path. Blackstar Orbital is developing a spacecraft platform built around recovery, reuse and reflight," said Christopher Jannette, President and CEO of Blackstar Orbital. "SpaceDrone is designed to launch aboard existing rockets, operate in low Earth orbit, return mission payloads to Earth and land on a runway. We believe this transaction will accelerate our path toward making repeatable access to and return from orbit a practical capability for government and commercial customers."

Blackstar Orbital has been awarded approximately $1.9 million in cumulative U.S. government research and development funding, including awards through SpaceWERX, the innovation arm of the U.S. Space Force, to advance the design, testing and maturation of its reusable spacecraft platform. The company has secured over $120 million in signed commercial LOIs from an expansive range of customers from in orbit servicing to in space compute.

"We believe Blackstar Orbital’s approach to deploying and relaunching hypersonic satellites will help drive the space economy through greater efficiency and turnaround times." said Dustin Shindo, CEO of Pono.

According to the Satellite Industry Association’s 2026 State of the Satellite Industry Report, the commercial satellite industry generated $303 billion in revenue in 2025 and accounted for 71 percent of the $429 billion global space economy. The report also found that a record 4,434 satellites were deployed into Earth orbit during 2025, a 65 percent increase over 2024, demonstrating the scale and continued growth of the broader commercial space sector that Blackstar Orbital intends to serve.