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                             June 29, 2021

       Dustin Shindo
       Chief Executive Officer
       Pono Capital Corp
       643 Ilalo Street
       Honolulu, Hawaii 96813

                                                        Re: Pono Capital Corp
                                                            Registration
Statement on Form S-1
                                                            Filed June 16, 2021
                                                            File No. 333-257150

       Dear Mr. Shindo:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed June 16, 2021

       Exclusive forum for certain lawsuits , page 130

   1.                                                   Exhibit 3.2, Section
12.1 states, "the U.S. federal district courts shall be the exclusive
                                                        forum for the
resolution of any complaint asserting a cause of action arising under the
                                                        Securities Act of 1933,
as amended, against the Corporation or any director, officer, other
                                                        employee or agent of
the Corporation." Please revise this section to be consistent with the
                                                        Exhibit.
 Dustin Shindo
FirstName  LastNameDustin Shindo
Pono Capital Corp
Comapany
June       NamePono Capital Corp
     29, 2021
June 29,
Page 2 2021 Page 2
FirstName LastName
Exhibit 4.4 (Warrant Agreement), page II-5

2.       Please revise Section 9.3 of the Warrant Agreement, consistent with
your prospectus
         disclosure, to specify whether actions under the Securities Act and
the Exchange Act are
         covered by the exclusive forum provision. In the alternative, please
tell us how you will
         make future investors aware of the applicability of the provision to
actions under the
         Securities Act and the Exchange Act.
Exhibit 5.1 (Opinion of Rimon, PC), page II-5

3.       Please tell us why the opinion is also signed by Baker & McKenzie LLP.
       You may contact Lory Empie at 202-551-3714 or Michael Henderson at
202-551-3364 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at
202-551-3758 with
any other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Finance