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                              December 15, 2022

       Dustin Shindo
       Chief Executive Officer
       Pono Capital Corp
       643 Ilalo St. #102
       Honolulu, Hawaii 96813

                                                        Re: Pono Capital Corp
                                                            Registration
Statement on Form S-4
                                                            Filed on December
1, 2022
                                                            File No. 333-268625

       Dear Dustin Shindo:

              We have reviewed your 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-4 filed December 1, 2022

       Summary Historical Financial Information of Pono, page 41

   1.                                                   Please clarify in your
narrative that the summary historical financial information of Pono,
                                                        as of, and for the nine
months ended September 30, 2022, is derived from unaudited
                                                        financial statements.
       Unaudited Pro Forma Condensed Combined and Consolidated Financial
Information, page 103

   2.                                                   We refer to the second
paragraph of your introduction. Please revise and clarify that the
                                                        historical financial
information of both Pono and AERWINS as of, and for the nine
                                                        months ended September
30, 2022, were derived from unaudited financial statements.
 Dustin Shindo
FirstName LastNameDustin  Shindo
Pono Capital Corp
Comapany15,
December   NamePono
              2022 Capital Corp
December
Page 2    15, 2022 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined and Consolidated Statement of Operations
for the
Year Ended December 31, 2021, page 108

3.       Please relabel the    net income (loss)    line item as    net income
(loss) from continuing
         operations.
4.       Please revise Pono   s historical weighted average shares outstanding
and net income per
         share to show this information separately by class of common stock as
presented on
         Pono   s historical statement of income. This comment also applies to
the pro forma
         statement of operations for the nine months ended September 30, 2022.
Financial Projections, page 140

5.       We note your response to comment 5 and your disclosure on page 136
that Marshall
         & Stevens reviewed projections for the years ending December 31, 2022
through
         December 31, 2027. Please include the projected financial information
provided by
         AERWIN's management in your prospectus. In addition, please tell us
where you have
         filed the investor presentations that Marshall & Stevens indicated
that it reviewed on page
         D-3, or explain why you did not file them pursuant to Rule 425 of the
Securities Act.
United States Federal Income Tax Considerations, page 144

6.       We note your response to comment 6, but are unable to agree that a tax
opinion is not
         required by Item 601(b)(8) of Regulation S-K or Staff Legal Bulletin
No. 19, as we view
         the tax consequences to be material to the transaction and your
disclosure contains
         representations as to the tax free nature of the transaction. To the
extent you intend to file
         a short form tax opinion as Exhibit 8.1, please revise your disclosure
on page 144 to state
         that the discussion reflects the opinion of counsel.
Orders, Delivery and Financial Results, page 181

7.       Please review your revenue charts here and revise accordingly to
ensure consistency
         throughout your registration statement. In this regard, we note from
your correspondence
         letter dated December 1, 2022 that "drone" is included as "unmanned
air mobility," yet on
         page 181 you define "manned air mobility" as including your
"industrial drone business."
A.L.I. Albatross (our Original GPU machine), page 195

8.       We note your response to comment 15. Please clarify whether your
shared computing
         service is used primarily for the mining of cryptographic assets.
Please also clarify how
         your products are specifically used in your shared computing service,
and what products
         you specifically produce that make up your shared computing service.
 Dustin Shindo
FirstName LastNameDustin  Shindo
Pono Capital Corp
Comapany15,
December   NamePono
              2022 Capital Corp
December
Page 3    15, 2022 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
AERWINS
Results of Operations, page 246

9.       We note your response to prior comment 19 and the revisions to your
registration
         statement. Please expand your respective discussions to separately
discuss the results from
         discontinued operations.
Comparison of Results of Operations for the Fiscal Years Ended December 31,
2021 and 2020
Net Income (Loss), page 251

10.      Please relabel the title of this section as net income (loss) from
continuing operations. This
         comment also applies to your discussion of net income (loss) on page
248.
General

11.      We note your response to comment 23. Please quantify the aggregate
dollar amount the
         sponsor and its affiliates have at risk that depends on completion of
a business
         combination, both in your applicable risk factor and in your Questions
and Answers
         section.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Dale Welcome at (202) 551-3865 or Melissa Gilmore at
(202) 551-
3777 if you have questions regarding comments on the financial statements and
related matters.
Please contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202)
551-3454 with any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Manufacturing