SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shindo Dustin M

(Last)

(First)

(Middle)

C/O PONO CAPITAL CORP

643 ILALO STREET

(Street)

HONOLULU,

96813

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2021

3. Issuer Name and Ticker or Trading Symbol
Pono Capital Corp [ PONO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	2,775,000⁽²⁾	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-2571504) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock, par value $0.000001 per share, of Pono Capital Corp (the "Issuer") will automatically convert into shares of Class A common stock, par value $0.000001 per share, of the Issuer at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. These shares represent 2,775,000 shares of Class B common stock held by Mehana Equity LLC (the "Sponsor") acquired pursuant to a certain securities subscription Agreement dated as of March 22, 2021, by and between the Sponsor and the registrant (the "Subscription Agreement").

3. Mr. Shindo is the managing member of the Sponsor, shares voting and dispositive control over the shares by the Sponsor with other members and may be deemed the beneficial owner of such shares. These shares include up to 375,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option in connection with the registrant's initial public offering in full. Mr. Shindo disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Dustin Shindo Name: Dustin Shindo Title: Chief Executive Officer and Director	09/10/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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