CORRESP 1 filename1.htm

 

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]