PONO CAPITAL TWO, INC.
August 2, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Benjamin Holt
| Re: | Pono Capital Two, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-265571) (the “Registration Statement”) |
Dear Mr. Holt,
The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Eastern time, on Thursday, August 4, 2022, or as soon thereafter as practicable.
Should you have any questions concerning this request, please contact me at (808) 892-6611 or our counsel, Andrew M. Tucker at Nelson Mullins Riley & Scarborough LLP at 202-689-2987.
[Signature page follows]
643 Ilalo St. #102, Honolulu, Hawaii 96813
(808) 892-6611
| Very truly yours, | ||
| Pono Capital Two, Inc. | ||
| By: | /s/ Darryl Nakamoto | |
| Name: | Darryl Nakamoto | |
| Title: | Chief Executive Officer | |
[Signature Page to Acceleration Request Letter]
