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                              July 11, 2022

       Darryl Nakamoto
       Chief Executive Officer
       Pono Capital Two, Inc.
       643 Ilalo St. #102
       Honolulu, Hawaii 96816

                                                        Re: Pono Capital Two,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 14, 2022
                                                            File No. 333-265571

       Dear Mr. Nakamoto:

              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.

       Registration Statement on Form S-1 filed June 14, 2022

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
                                                        addresses how this fact
could impact your ability to complete your initial business
                                                        combination. For
instance, discuss the risk to investors that you may not be able to
                                                        complete an initial
business combination with a U.S. target company should the
                                                        transaction be subject
to review by a U.S. government entity, such as the Committee on
                                                        Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
                                                        as a result, the pool
of potential targets with which you could complete an initial business
                                                        combination may be
limited. Further, disclose that the time necessary for government
                                                        review of the
transaction or a decision to prohibit the transaction could prevent you from
 Darryl Nakamoto
FirstName  LastNameDarryl Nakamoto
Pono Capital  Two, Inc.
Comapany
July       NamePono Capital Two, Inc.
     11, 2022
July 11,
Page  2 2022 Page 2
FirstName LastName
         completing an initial business combination and require you to
liquidate. Disclose the
         consequences of liquidation to investors, such as the losses of the
investment opportunity
         in a target company, any price appreciation in the combined company,
and the warrants,
         which would expire worthless.
2.       We note your risk factors disclosure on page 48 that funds from the
sale of forward-
         purchase shares may be used as part of the consideration in your
initial business
         combination, and that the forward-purchase investor's obligations to
purchase units are
         subject to termination prior to the closing of the sale by mutual
consent of the parties.
         However, disclosure on pages 9 and 72 refers to forward purchase and
backstop
         agreements that you may enter into following consummation of this
offering. Please
         revise to clarify whether a forward purchase agreement is contemplated
or has been
         executed, and if so, disclose the material terms of such agreement.
Summary
The Offering, page 10

3.       Please revise your page 17 disclosure to clarify that holders of the
placement units will be
         entitled to registration rights.
Risk Factors, page 33

4.       We note your risk factors disclosure on page 49 that you may issue
shares to investors in
         PIPE transactions at less than the market price at that time. Please
expand your disclosure
         to describe how the terms of such financings may impact public
shareholders.
Management, page 102

5.       For each director or director nominee, please revise to briefly
discuss the specific
         experience, qualifications, attributes or skills that led to the
conclusion that the person
         should serve as a director. Refer to Item 401(e) of Regulation S-K.
Principal Stockholders, page 112

6.       Please revise to clarify who has or shares voting and dispositive
control over the
         shares held by the Sponsor. Refer to Item 403 of Regulation S-K and
Exchange Act Rule
         13d-3(a).
Description of Securities
Our Amended and Restated Certificate of Incorporation
Exclusive forum for certain lawsuits, page 127

7.       Please reconcile your prospectus description of the exclusive forum
provision and your
         amended and restated certificate of incorporation description of the
exclusive forum
         provision. In this regard, we note that the prospectus states the
exclusive forum provision
         will not apply to actions brought under the Securities Act. This
suggests, as provided by
 Darryl Nakamoto
Pono Capital Two, Inc.
July 11, 2022
Page 3
      Section 22 of the Securities Act, that federal and state courts will have
concurrent
      jurisdiction over such claims. However, Section 13.1 of your amended and
restated
      certificate of incorporation states the federal courts shall be the
exclusive forum for the
      resolution of any complaint arising under the Securities Act. If Section
13.1 is accurate
      and will control, please revise your prospectus disclosure as
appropriate, including to
      describe Section 22 and to state that as a result there is uncertainty as
to whether a court
      would enforce the exclusive forum provision. Please also state that
investors cannot
      waive compliance with the federal securities laws and the rules and
regulations
      thereunder.
        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 Babette Cooper at 202-551-3396 or Shannon Menjivar at
202-551-
3856 if you have questions regarding comments on the financial statements and
related
matters. Please contact Benjamin Holt at 202-551-6614 or Pam Long at
202-551-3765 with any
other questions.



                                                             Sincerely,
FirstName LastNameDarryl Nakamoto
                                                             Division of
Corporation Finance
Comapany NamePono Capital Two, Inc.
                                                             Office of Real
Estate & Construction
July 11, 2022 Page 3
cc:       Andy Tucker
FirstName LastName