EF Hutton
Division of Benchmark Investments, LLC
590 Madison Ave, 39th Floor
New York, NY 10022
August 6, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn: | Mr. Todd Schiffman |
Division of Corporation Finance |
Re: | Pono Capital Corp. | |
Registration Statement on Form S-1 | ||
Filed June 16, 2021, as amended | ||
File No. 333-257150 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the other underwriters, hereby join in the request of Pono Capital Corp. that the effective date of the above-referenced registration statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on Tuesday, August 10, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 350 copies of the preliminary prospectus dated August 4, 2021, have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
Each of the undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours, | ||
EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC | ||
By: | /s/ Sam Fleischman | |
Name: | Sam Fleischman | |
Title: | Supervisory Principal | |
As representative of the underwriters |