United States securities and exchange commission logo





                             December 7, 2023

       Darryl Nakamoto
       Chief Executive Officer
       Pono Capital Two, Inc.
       643 Ilalo St. #102
       Honolulu, Hawaii 96813

                                                        Re: Pono Capital Two,
Inc.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed November 9,
2023
                                                            File No. 001-41462

       Dear Darryl Nakamoto:

                                                        We have reviewed your
filing and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A filed November 9, 2023

       Cover Page

   1.                                                   We note your disclosure
that the Merger Consideration is the aggregate value equal to (a)
                                                        $1,000,000,000, minus
(b) the amount, if any, by which $3,000,000 exceeds SBC   s Net
                                                        Working Capital, plus
(c) the amount, if any, by which SBC   s Net Working Capital
                                                        exceeds $3,000,000,
minus (d) the aggregate amount of any outstanding indebtedness
                                                        (minus cash held by
SBC) of SBC at closing, minus (e) specified transaction expenses of
                                                        SBC associated with the
business combination. Please amend your cover page and
                                                        elsewhere in the
prospectus to provide an estimated per share merger consideration as of a
                                                        recently practicable
date.
       Market and Industry Data, page 1

   2.                                                   We note your statements
that "SBC cannot assure you of the accuracy and completeness
                                                        of such information,
and it has not independently verified the market and industry data
                                                        contained in this proxy
statement or the underlying assumptions relied on therein. As a
                                                        result, you should be
aware that it is possible that any such market, industry and other
 Darryl Nakamoto
Pono Capital Two, Inc.
December 7, 2023
Page 2
         similar data may not in fact be reliable." It is not appropriate to
directly or indirectly
         disclaim liability for statements in your registration statement. We
also refer to your
         statements on page 5 that investors "should not place undue reliance"
on the forward-
         looking statements in deciding how to vote their shares of Pono Common
Stock on the
         proposals set forth in the proxy statement. You also caution investors
on page 119 not to
         place undue reliance on prospective financial information included in
the prospectus.
         Please revise these statements to remove any implication that
investors are not entitled to
         rely on disclosure in your registration statement or specifically
state that you take liability
         for these statements.
Q: What equity stake will current stockholders of Pono and SBC securityholders
hold in the
Combined Entity after the Closing?, page 12

3.       Please revise to disclose all possible sources and extent of dilution
that shareholders who
         elect not to redeem their shares may experience in connection with the
business
         combination. Provide disclosure of the impact of each significant
source of dilution,
         including the amount of equity held by founders, convertible
securities, including warrants
         retained by redeeming shareholders, at each of the redemption levels
detailed in your
         sensitivity analysis, including any needed assumptions. In particular,
we note that the
         illustrative table excludes 634,375 shares of common stock underlying
the Placement
         Warrants. Please revise to include such shares or explain why you
believe they should be
         excluded. We also note your disclosure on page F-75 regarding warrants
to be issued to
         HeartCore Enterprise, Inc. and on page 174 regarding various options
and warrants issued
         to SBC's CEO and employees and certain immediate family members of
SBC's CEO that
         do not appear to be reflected in the table. Please also revise your
ownership table on page
         29 accordingly and include at least one interim redemption scenario in
between those you
         currently present.
4.       Please revise your disclosure in the sensitivity analysis of
redemption scenarios to show
         the potential impact of redemptions on the per share value of the
shares owned by non-
         redeeming shareholders.
Q: Did the Special Committee of the Pono Board obtain a third-party valuation
or fairness
opinion...?, page 12

5.     We note your statement that "The Special Committee of Pono   s board of
directors did
       obtain a third-party fairness opinion in connection with their
determination to approve the
       Business Combination." If true, please revise to clarify that Pono's
board of directors
       did not obtain a third-party fairness opinion. Additionally, please
expand on this
FirstName LastNameDarryl Nakamoto
       disclosure to note what consideration, if any, the Pono board of
directors gave to obtaining
Comapany    NamePono
       a third-party     Capital
                     fairness    Two, and
                              opinion Inc. if it discussed obtaining a fairness
opinion with any
       financial
December         advisors.
           7, 2023  Page 2
FirstName LastName
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany7,
December  NamePono
             2023     Capital Two, Inc.
December
Page 3    7, 2023 Page 3
FirstName LastName
Q: What interests do Pono's current officers and directors have in the Business
Combination?,
page 14

6.       Please revise your disclosure here and elsewhere in the prospectus to
include the current
         value of any out-of-pocket expenses for which the Sponsor and Pono's
officers and
         directors and their affiliates are awaiting reimbursement.
7.       We note that certain shareholders, including the Sponsor and the
company   s officers and
         directors, have agreed to waive their redemption rights. Please
describe any consideration
         provided in exchange for this agreement. Please also revise your
disclosure summarizing
         the background of the business combination to discuss the negotiation
of this agreement.
SBC Medical Group Holdings Incorporated, page 23

8.       We note your statements here and on page 206 that SBC is headquartered
in Delaware and
         your statements on pages 77, 159 and 202 that SBC is headquartered in
Japan. Please
         reconcile these disclosures.
9.       We note your statement here and similar statements elsewhere in the
proxy statement that
         "There are currently six medical corporations that the Company   s
subsidiaries have
         entered into franchisor-franchisee contracts and service contracts
with." On page 174, you
         note that "Since September 2023, the Company started providing
services to two
         additional MCs in Japan, namely, Medical Corporation Association
Furinkai and Medical
         Corporation Association Junikai, which are considered as related
parties of the Company
         as the relatives of the CEO of the Company being Members of the two
MCs." Please
         update your disclosure throughout the proxy statement to reflect these
two additional
         Medical Corporations.
Summary of the Proxy Statement, page 23

10.      Please revise to expand your descriptions of SBC and Pono, including
but not limited to,
         the following:

                Please revise your disclosure here and on page 159 to clarify
when SBC was founded
              and to discuss the important events in the development of the
company's business.
              We refer to your disclosure on page 166 that the company's brand
name    Shonan
              Beauty Clinic    has been developed for over 20 years in the
medical industry, but you
              also disclose on page 159 that SBC began providing management
services to its
              franchisee treatment center in 2017;
                Please provide a breakdown of total revenues from management
services by category
              of activity. We refer to your disclosure on pages 69 and 162 that
SBC depends on and
              earns substantial revenue through the franchisee clinic customer
reward program in
              addition to its franchising and procurement revenues;
                Please balance your disclosure to include equally prominent
disclosure of the
              limitations you face in implementing your business strategy,
including but not limited
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany7,
December  NamePono
             2023     Capital Two, Inc.
December
Page 4    7, 2023 Page 4
FirstName LastName
              to, SBC's significant amount of indebtedness and dependence on a
limited number of
              franchisees; and
                Please also revise the Summary to disclose that the audit
report for Pono includes a
              paragraph related to substantial doubt about the ability of Pono
to continue as a going
              concern.
11.      We refer to your diagram of the organizational structure of SBC prior
to the business
         combination on page 160. Please amend your disclosure, where
appropriate, to provide a
         diagram of the post-business combination ownership structure of the
combined entity and
         include ownership percentages of the relevant parties in both
diagrams.
Merger Closing Conditions, page 26

12.      We note that one condition to the Business Combination is the
Restructuring having been
         completed. Here or elsewhere in the Summary of the Proxy Statement,
please clearly note
         whether the Restructuring has already been completed. If it has not,
please note if the
         disclosure in the proxy statement reflects SBC's business and
corporate structure as it
         currently exists or as you anticipate it will exist following the
Restructuring. If the
         Restructuring has not yet occurred, please include risk factor
disclosure regarding the
         potential impacts on SBC's business if the terms of the Restructuring
were to change.
Impact of the Business Combination on Pono's Public Float, page 29

13.      We note that in the table of illustrative ownership levels, the
Non-Redemption Agreement
         Investors are shown to hold 339,565 shares. This appears to represent
the portion of
         the 1,200,000 Sponsor Shares which will be issued to the
Non-Redemption Agreement
         Investors pursuant to the Non-Redemption Agreements. However, on page
3 you note that
         the Non-Redemption Agreement Investors own, in the aggregate, 998,682
shares of Pono
         Class A common stock. Please clarify if the Non-Redemption Agreement
Investors will
         hold both their existing 998,682 shares and 339,565 of the Sponsor
Shares.
Risk Factors, page 41

14.      We note that the Post-Closing Board will be divided into three
classes, with only one class
         of directors being elected in each year. Please include risk factor
disclosure regarding the
         classified board.
The ability of Pono's stockholders to exercise redemption rights..., page 41

15.      We note your disclosure that "if a larger number of shares are
submitted for redemption
         than Pono currently expects, Pono may need to seek to restructure the
transaction to
         reserve a greater portion of the cash in the Trust Account." Please
expand on this risk
         factor to discuss the Non-Redemption Agreements covering 998,682
shares of Pono
         Class A common stock and the impact such Non-Redemption Agreements are
expected to
         have on your ability to satisfy the net tangible asset requirement
under the Merger
         Agreement.
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany7,
December  NamePono
             2023     Capital Two, Inc.
December
Page 5    7, 2023 Page 5
FirstName LastName
Deferred underwriting fees in connection with the IPO and payable at the
consummation of an
initial business combination will not be..., page 44

16.      We note your statement that "the amount of effective total
underwriting commissions as a
         percentage of the aggregate proceeds from the IPO will increase as the
number of public
         shares redeemed increases." Please expand on this disclosure to note
the effective
         underwriting fee on a percentage basis for shares at each redemption
level presented in
         your sensitivity analysis related to dilution.
Because Pono's Sponsor, officers and directors will lose their entire
investment in Pono if the
Business Combination..., page 45

17.      We note your statement that "As of June 30, 2023, Pono had no
outstanding Sponsor
         Working Capital Loans, and there will likely be insufficient funds to
pay the Sponsor
         Working Capital Loan if Pono does not complete a business
combination." Please clarify
         whether Pono expects to incur any Sponsor Working Capital Loans or
address why there
         could be insufficient funds to pay the Sponsor Working Capital Loan if
Pono had no
         outstanding Sponsor Working Capital Loans as of June 30, 2023.
Pono's warrant agreement designates the courts of the State of New York...,
page 57

18.      Please expand on this risk factor to discuss the risk that the
exclusive forum provision may
         impose additional costs on warrant holders in pursuing any such
claims.
The Combined Entity may be a "controlled company" within the meaning..., page
59

19.      We note your statement that "depending on the number of shares of
common stock
         redeemed by the Combined Entity   s public stockholders, the former
SBC equity holders
         may control a majority of the voting power of the Combined Entity   s
outstanding common
         stock, and New Pono may then be a    controlled company    within the
meaning of
         applicable rules of Nasdaq upon the Closing of the Business
Combination." Please clarify
         if and how the number the redemptions may impact whether the former
SBC equity
         holders control a majority of the voting power of the Combined Entity
and revise to
         identify the controlling stockholder and the stockholder's total
voting power. In this
         regard, we note your disclosure on page 239 that Yoshiyuki Aikaw
currently beneficially
         owns 100% of the shares of SBC common stock and your disclosure on
page 11 that "the
         SBC securityholders will own approximately 91.9% of the outstanding
capital stock of the
         Combined Entity."


20.      To the extent you anticipate Dr. Aikawa will hold a majority of the
voting interests in the
         Combined Company, please add risk factor disclosure noting this fact
and any associated
         risks. For example, if true, please note that Dr. Aikawa will have the
ability to exercise
         significant influence over the Combined Company through the election
of directors or the
         approval of corporate actions requiring stockholder approval, that
minority stockholders
 Darryl Nakamoto
Pono Capital Two, Inc.
December 7, 2023
Page 6
         will have a limited ability to influence the corporate governance of
the Combined
         Company through voting rights and that Dr. Aikawa's ownership
percentage could
         discourage others from pursuing any potential acquisition of the
Combined Company.
         Additionally, please include prominent disclosure of Dr. Aikawa's
anticipated ownership
         interests in the Summary of the Proxy Statement section.
We may be subject to the Excise Tax included in the Inflation Reduction Act of
2022..., page 64

21.      Describe, if applicable, the risk that if existing SPAC investors
elect to redeem their
         shares such that their redemptions would subject the SPAC to the stock
buyback excise
         tax, the remaining shareholders that did not elect to redeem may
economically bear the
         impact of the excise tax.
We have limited control with respect to the operations of our franchisees...,
page 66

22.      We note your disclosure that the Medical Corporations are independent
business operators
         and may disagree with your strategies regarding the business. You also
disclose that you
         do not exercise control over the day-to-day operations of their
clinics, except to the extent
         governed by your management services contracts. Please revise to
discuss any ability of
         the company   s management to override any decisions by the Medical
Corporations. Please
         also expand your disclosure of the material terms of your management
services contracts,
         including but not limited to, the terms and management fees.
Our reputation and the trading price of our common stock may be negatively
affected by adverse
publicity..., page 68

23.      We note your statements that "Our management team plans to conduct
additional
         procedures and actions to mitigate risks of the short seller
allegations. However, we may
         be constrained in the manner in which we can proceed against the
relevant short sellers by
         principles of freedom of speech, applicable state law or issues of
commercial
         confidentiality." Please expand on these statements to describe the
short seller allegations
         and how they impact your business. In this regard, we note that it
does not appear SBC
         will be a publicly listed company until the completion of the Business
Combination.
We and our subsidiaries have limited insurance coverage, which could subject us
to significant
costs and business disruption., page 75

24.    Please expand on this risk factor to state whether you believe you
maintain adequate
       levels of insurance relative to your business operations and to note
whether you have
FirstName LastNameDarryl Nakamoto
       incurred any material liabilities in excess of your existing insurance
coverage. If so, please
Comapany   NamePono
       quantify          Capital
                 the amount       Two,liability
                              of such   Inc. and note whether you anticipate
you may incur
       similar
December       liabilities
           7, 2023  Page 6in the future.
FirstName LastName
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany7,
December  NamePono
             2023     Capital Two, Inc.
December
Page 7    7, 2023 Page 7
FirstName LastName
Future sales, or the perception of future sales, by New Pono or its
stockholders in the public
market following the Business Combination..., page 86

25.      We note your statement that "all of the shares issued in the Business
Combination to
         existing SBC securityholders will be freely tradable without
registration under the
         Securities Act, and without restriction by persons other than New Pono
  s "affiliates"."
         Please provide us with your basis for the statement that shares issued
to such existing SBC
         securityholders in the Business Combination will be freely tradable
without registration or
         restriction as you do not appear to be registering the initial
issuance of such
         shares. Additionally, please clarify if there are any existing SBC
securityholders who are
         not expected to be affiliates of New Pono.
Convertible Promissory Note, page 110

26.      We note your disclosure on page 110 that Pono entered into a
Convertible Promisorry
         Note with SBC. You also disclose on page 91 that shares were issued to
SBC stockholders
         upon the conversion of the $1,000,000 convertible promissory note
outstanding. Please
         clarify if repayment of the Convertible Promissory Note or the
issuance of the shares of
         Class A Common Stock would be made to SBC or the existing SBC
stockholders.
Non-Competition and Non-Solicitation Agreement, page 110

27.      We note your disclosure that "certain significant stockholders of SBC
entered into non-
         competition and non-solicitation agreements (the    Non-Competition
Agreements   ),
         pursuant to which they agreed not to compete with Pono, SBC and their
respective
         subsidiaries during the two-year period following the Closing and,
during such two-
         year restricted period, not to solicit employees or customers or
clients of such entities."
         Please revise to name the stockholders party to such agreements.
Additionally, please
         address the negotiation of such agreements in the Background of the
Business
         Combination section including the business rationale or perceived need
for such
         agreements. Finally, to the extent material, please include risk
factor disclosure noting the
         expiration of such contractual protections following the two-year
restricted period and any
         potential risks to stockholders.
Background of the Business Combination, page 114

28.      We note your statement that Pono determined the $1.2 billion value in
the initial
         LOI based on "the totality of its preliminary due diligence,
discussions with its advisors,
         discussions with SBC management, and a review of the comparative
valuations of public
         industry comparables, among other considerations." Please expand on
this discussion to
         explain in more detail the methodology Pono used to arrive at the $1.2
billion valuation,
         including the comparables used and the other considerations.
29.      We note your disclosure that on December 15, 2022, "SBC, HeartCore
Capital Advisors,
         Inc. (   HeartCore   ) and SBC   s representatives uploaded documents
and materials to the
 Darryl Nakamoto
Pono Capital Two, Inc.
December 7, 2023
Page 8
         data room." Please revise to explain the relationship between
HeartCore and the other
         parties to the Business Combination and the role HeartCore played in
the transaction. We
         note your disclosure on page 205 that an independent member of the SBC
board is the
         chairman of "HeartCore Enterprises, Inc." and the founder of
"HeartCore Co." and
         disclosure on page F-75 that SBC entered into a Warrant Agreement with
HeartCore
         Enterprise, Inc. in exchange for professional services to be provided
by HeartCore in
         connection with its merger or other transaction with a special purpose
acquisition
         company. Please explain if HeartCore Capital Advisors, Inc., HeartCore
Enterprises,
         Inc. and HeartCore Co. are affiliated entities.
30.      Please revise your disclosure in this section to include a discussion
of negotiations relating
         to material terms of the transaction, including but not limited to,
the evolution of the
         transaction structure, merger consideration, and equity value of SBC.
In your revised
         disclosure, please explain the reasons for such terms, each party's
position on such issues,
         including the proposals and counter-proposals made during the course
of negotiations, and
         how you reached agreement on the final terms. Please briefly describe
the material terms
         of the initial draft of the Merger Agreement. Similarly, when
discussing subsequent
         revisions to the Merger Agreement, please explain any material
changes. As a related
         matter, where you disclose general topics, agreements or "processes"
that were discussed
         at each meeting or call, please provide additional detail regarding
the substance of those
         discussions and material terms of the relevant agreements. For
example, where you
         disclose the calls and discussions between December 11, 2022 and
January 30,
         2023 relating to "business and merger type" issues, structure-related
issues, "key
         provisions of the merger agreement," and "the merger process," please
disclose the
         substance of those discussions.
31.      Please identify the individuals and/or parties who participated in the
meetings and
         discussions described throughout this section. By way of example only,
please identify the
         representatives of SBC and Pono and their financial advisors. Please
also revise to note
         who Anthony L.G., PLLC represented in the transaction and when such
counsel was
         engaged for its services.
32.      Please expand on your disclosure regarding the other four potential
acquisition targets
         with whom you entered into NDAs to note (i) the general industry or
business line of such
         potential counterparties, (ii) the basis on which you determined to
enter into the NDAs
         with such targets, (iii) the date on which discussions with such
potential targets were
         terminated and (iv) the reason or reasons why such discussions were
terminated.
33.    With respect to the January 30, 2023 meeting, please disclose the
valuation of SBC and
       the potential valuation of the combined companies. Please explain how
Pono's
FirstName LastNameDarryl Nakamoto
       management arrived at these valuations, including the methodology
employed and the
Comapany    NamePono
       underlying       Capital Two,
                   assumptions.        Inc.
                                  Please also clarify if the Pono Board
approved the Merger
       Agreement
December   7, 2023 at the 8January 30, 2023 meeting.
                   Page
FirstName LastName
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany7,
December  NamePono
             2023     Capital Two, Inc.
December
Page 9    7, 2023 Page 9
FirstName LastName
34.      Please expand on your disclosure regarding the various amendments to
the Merger
         Agreement to discuss the negotiation of the amendments and the
business rationale for the
         changes in the amendments. Please explain if and when the Pono Board
approved such
         amendments. With respect to the revised merger consideration agreed to
in the September
         8, 2023 amendment, please explain how the parties arrived at the $1
billion valuation,
         including the methodology employed.
35.      We note your statement that the Medical Corporations were removed from
the June 21,
         2023 A&R Merger Agreement for Japanese regulatory reasons. Please
expand on this
         discussion to explain the regulatory reasons for this change and what
impact removing the
         entities had on the transaction.
36.      We note your reference to "the date Pono entered into a term sheet
with SBC." Please
         state the date such term sheet was entered into. Additionally, please
revise your disclosure
         to describe the negotiation of the term sheet and its material terms.
37.      Please revise your disclosure to discuss:
             when and how SBC was identified as a potential target, how the
negotiations were
             started and by whom;
             any discussions with SBC about the potential loss of clients in
the near future or other
             events that may materially affect SBC's prospects or its financial
projections for
             future performance of the business;
             any discussions about the need to obtain additional financing for
the combined
             company, such as a PIPE transaction, and the negotiation/marketing
processes;
             if the Sponsor and management and affiliates have a track record
with SPACs and the
             outcomes of any prior SPAC transactions;
             any discussions about continuing employment or involvement for any
persons
             affiliated with the SPAC before the merger, any formal or informal
commitment to
             retain the financial advisors after the merger, and any
pre-existing relationships
             between SPAC sponsors and additional investors;
             if the Sponsor had or has other SPACs in the process of searching
for a target
             company, whether the Sponsor considered more than one active SPAC
to be the
             potential acquirer and how the final decision was reached;
             the negotiation of any contingent payments to be received by SBC's
shareholders,
             including the portion of the Escrow Shares; and
             the negotiation of the Non-Redemption Agreements.
Reasons for Approval of the Business Combination, page 116

38.      Please note whether and how the Board considered the total merger
consideration to be
         paid to SBC's shareholders into account in recommending the
transaction. To the extent
         the Board did not consider this, please explain why they did not.
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany7,
December  NamePono
             2023     Capital Two, Inc.
December
Page 10 7, 2023 Page 10
FirstName LastName
PONO's Board Reviewed and Considered the Following Information Pertaining to
SBC, page
118

39.      We note your statement that "The following provides the basis for Pono
  s determination
         to effect a merger with SBC" and the subsequent disclosure. Please
revise this section to
         clarify what information is being presented and how it was used by the
Pono Board. With
         respect to the statement "The equity holders as a group have one of
the following three
         characteristics," please explain if this refers to the equity holders
of SBC, which of the
         three characteristics they have and what importance the Board gave to
this information.
         Please also clarify the information in this section. For example,
please explain what "non-
         substantive voting rights" means, why SBC "Lack the right to receive
the entity   s
         expected residual returns" and what you mean by "Equity interests in
SBC are not
         provided or financed to the equity investor and not issued in exchange
for subordinated
         interests in other VIEs."
Certain Projected Financial Information for SBC, page 120

40.      Please revise to provide additional detail regarding the assumptions
and limitations
         underlying your projected financial information. We note, for example,
that the initial year
         of projections starting in 2023 show total revenues of $1,068,000,000
and net income of
         $103,000,000. However, for the fiscal years ended December 31, 2022
and 2021, SBC
         reported net revenues of $174,338,728 and $157,256,890 and net income
of $6,651,355
         and $33,044,420. Please explain how the Board considered the
reasonability of these
         projections in light of the fact that SBC currently provides
management services to a total
         of 143 franchisee treatment centers and plans to add acquire or open
30 new clinics in
         2023.
41.      We note your disclosure on page 119 that SBC provided Pono with its
internally prepared
         forecasts and projections as part of Pono's due diligence process.
Please revise to explain
         how Pono's management and Board considered and relied upon the
projections and clarify
         when the projections were provided.
42.      We note your statement that "SBC believes that the Japanese market can
support
         approximately 100 more clinics." Please clarify whether the table on
page 120 relating to
         forecasted new clinics to be serviced by SBC is cumulative or if it
represents the total
         number of additional new clinics as compared to an initial base line.
United States Federal Income Tax Considerations, page 122

43.      We note your statement that your disclosure in this section "is not
intended to be, and
         should not be construed as, tax advice." Please remove or revise this
statement as
         investors are entitled to rely on the disclosure in your proxy
statement.
44.       Please revise the headings in this section to clarify that the
discussion is of the material
         tax consequences, not merely U.S. federal income tax considerations.
Please refer to
         Section III.C.1 of Staff Legal Bulletin No. 19 for guidance.
 Darryl Nakamoto
Pono Capital Two, Inc.
December 7, 2023
Page 11
45.      We note your disclosure on page 126 that the    parties intend that,
for U.S. federal income
         tax purposes, the Business Combination should qualify as a
reorganization within the
         meaning of Section 368(a) of the Code." Please revise to clearly state
whether the
         transaction will qualify as a reorganization, include an opinion of
counsel covering the
         material tax consequences of the business combination, and state that
the disclosure in this
         section represents the opinion of counsel. If there is uncertainty
regarding the tax
         treatment of the transactions, counsel may (1) issue a    should    or
   more likely than not
         opinion to make clear that the opinion is subject to a degree of
uncertainty and (2) explain
         why it cannot give a firm opinion. Refer to Section III.C of Staff
Legal Bulletin No. 19.
         Please also remove language stating that    generally    certain tax
consequences will apply
         or assuming certain consequences (e.g., assuming that the Business
Combination
         constitutes a reorganization). Also please provide summary and risk
factor disclosure and
         revise your Questions and Answers section to briefly address the tax
consequences. For
         further guidance, refer to Item 601(b)(8) of Regulation S-K and our
Staff Legal Bulletin
         No. 19.
Information About SBC, page 159

46.      We note your statement that SBC "owns, operates, and provides
management services to
         cosmetic treatment centers around the world." Please revise such
statement or clarify that
         SBC owns and operates one treatment center in Vietnam, provides
management services
         to one treatment center in California but otherwise operates entirely
in Japan.
47.      We refer to your disclosure on page 70 relating to the cosmetic
products, medical
         equipment and medical supplies that you sell. Please expand your
disclosure of such
         cosmetic products, medical equipment and medical supplies, including
but not limited to,
         the use and regulatory status of such products.
48.      We note your disclosure on page 72 that you collaborate with and have
entered into
         agreements with various business partners to promote you our Shonan
Beauty Clinic
         brand. You also disclose on page 74 that you have entered into
strategic alliances with
         various business partners,    including but not limited to the Medical
Corporations with
         respect to the franchisee clinics and on page 160 that SBC has entered
into franchise
         agreements and partner doctor independence support program agreements.
Please expand
         your disclosure to discuss the material terms of any such agreements.
Revenue from Management Services, page 164

49.    We note your statement that "Prior to April 2023, royalty income was
based on a
       percentage of sales and recognized at the time when the related sales
occur; since April
FirstName LastNameDarryl Nakamoto
       2023, it is based on a fixed amount to each clinic of the MCs and
recognized over time as
Comapany   NamePono
       services          CapitalPlease
                 are rendered."   Two, Inc.
                                        note if this change is expected to have
a material impact on
       your7,business
December      2023 Pageor results
                           11     of operations.
FirstName LastName
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany7,
December  NamePono
             2023     Capital Two, Inc.
December
Page 12 7, 2023 Page 12
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Supplementary information regarding other business activities and service
overview diagram,
page 164

50.      Please revise your disclosure to provide the basis for the claims
regarding industry
         leadership in the overview diagram regarding your business or remove
such statements.
         We note your references to: No. 1 in terms of NPS in Japanese
aesthetic medical industry,
         No. 1 Brand, No. 1 Aesthetic / Surgery Medical Service Provider, No. 1
Franchise Clinics
         and No. 1 Market Share in Japan, 330MM++ customer in a year and 92%
repeat rate.
Business Trends, page 171

51.      We note your disclosure that "The cosmetic medical industry is highly
dependent on
         general economic conditions. During economic boom times, patient
discretionary income
         tends to increase and demand for cosmetic medical services and
products tends to
         increase. On the other hand, during economic downturns, demand may
fall due to
         economic uncertainty and the impact of spending cuts, especially since
many of the
         cosmetic medical services our franchisee clinics and our clinic are
elective." To the extent
         material, please discuss if recent inflationary pressures have
materially impacted your
         operations. If inflationary pressures have materially impacted your
operations, please
         identify the types of inflationary pressures you are facing and how
your business has been
         affected.
Intellectual Property and Trademarks, page 181

52.      We note that all of your 222 patent applications in Japan were filed
on either July 25,
         2023 or August 25, 2023. Please briefly explain why all of the patents
applications were
         filed on these dates. To the extent known, please provide a general
estimate of how long
         you expect it will take to receive approval or rejection of your
patent applications. Please
         also revise to identify for each material pending patent the type of
patent protection (for
         example, composition of matter, use, or process) and the expected
expiration date. Finally,
         please note whether you have had any patent applications previously
denied.
53.      We note your disclosure on page 202 that you license certain
intellectual property relating
         to your business to your franchisee clinics. Please clarify whether
you have entered into
         any license agreements with your franchisee clinics, and if so, please
expand your
         disclosure of the material terms of such license agreements, including
but not limited to,
         the nature and scope of intellectual property transferred, each
parties    rights and
         obligations, the duration of such agreements and royalty term,
termination provisions and
         the aggregate amounts paid or received to date under the agreements
(including any up-
         front fees), as applicable.
SBC Management's Discussion & Analysis, page 206

54.      Please revise your disclosure to clearly indicate the extent to which
your revenue stream
         variances were impacted by changes in: sales prices; sales volume;
number of operating
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany7,
December  NamePono
             2023     Capital Two, Inc.
December
Page 13 7, 2023 Page 13
FirstName LastName
         business units; and foreign exchange rate changes. Also, please
explain material changes
         in gross margin. SBC's 2023 gross margin increased from 66% to 72%.
Further, please
         explain material changes in your effective tax rate. SBC's effective
rate changed from
         35% to 73% between 2021 and 2022.
Warrants, page 219

55.      We note your statement that "If the Placement Warrants are held by
holders other than the
         Sponsor or its permitted transferees, the Placement Warrants will be
subject to the same
         terms and conditions as the Public Warrants, and among other matters,
be redeemable by
         us and exercisable by the holders on the same basis as the Public
Warrants." If true, please
         note that as long as the Public Warrants are held by the Sponsor or
its permitted
         transferees, the Placement Warrants will not be be redeemable by the
Company and
         exercisable by the holders on the same basis as the Public Warrants.
Please add risk factor
         disclosure regarding this difference.
56.      We note your statement that "The Company is not contractually
obligated to notify
         investors when its warrants become eligible for redemption and does
not intend to so
         notify investors upon eligibility of the warrants for redemption,
unless and until it elects to
         redeem such warrants pursuant to the terms of the warrant agreement."
Please add risk
         factor disclosure regarding this point.
Management after the Business Combination, page 240

57.      Please revise to disclose the specific experience, skills,
qualifications and attributes of
         each director nominee that led you to the conclusion that each such
director should serve
         as one of the directors of the combined company.
Certain Relationships and Related Person Transactions, page 251

58.      We note your statements here that with respect to the six Medical
Corporations, the CEO
         of the Company and his relatives are the Members of the MCs. We also
note your
         statements on page 174 that "In July 2023, the CEO of the Company
resigned as a
         member of the general meeting of Medical Corporation Shobikai, Medical
Corporation
         Kowakai, Medical Corporation Nasukai, Medical Corporation Aikeikai,
Medical
         Corporation Jukeikai, and Medical Corporation Ritz Cosmetic Surgery.
In August 2023,
         the Company contributed JPY1,000,000 (approximately $7,700) to each of
Medical
         Corporation Shobikai, Medical Corporation Kowakai, Medical Corporation
Nasukai and
         Medical Corporation Aikeikai, and became the 100% equity interest
holder of these non-
         profit MCs, which are also related parties of the Company." Finally,
we note your
         statements on page 24 that "the Company or SBC Medical does not have
voting control
         over the corporate actions at general meetings of the Medical
Corporations" and on page
         66 that "The Medical Corporations, even though considered related
parties, are
         independent business operators and are not our employees, and we do
not exercise control
         over the day-to-day operations of their clinics (except to the extent
governed by our
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany7,
December  NamePono
             2023     Capital Two, Inc.
December
Page 14 7, 2023 Page 14
FirstName LastName
         management services contracts)." Please clarify the extent to which
SBC, Dr. Aikawa or
         his family members exercise control over the Medical Corporations.
Please revise your
         disclosure throughout the proxy statement to clearly explain these
relationships. Finally,
         please include risk factor disclosure noting the conflicts of interest
that could arise from
         such relationships. In this regard we note your statement on page 173
that "The Company
         generates approximately 95% of its revenue from provision of
management services to the
         Medical Corporations pursuant to the franchisor-franchisee
relationship."
Audit Report, page F-44

59.      The MaloneBailey audit report references a Tokyo issuing office, but
no such office is
         mentioned on the firm's website. Further, we note that the firm's 2023
Form 2 filing with
         the PCAOB does not disclose the existence of an office in Japan.
Consequently, it is not
         clear whether the report complies with the guidance in Articles
2-01(a) and 2-02(a)(3) of
         Regulation S-X. Please request that the auditor clarify these issues
for us. We may have
         further comment.
Note 7, page F-69

60.      Please provide a disclosure in the Business section (page 159) that
clearly explains the
         business purpose of your vessels and aircraft. It appears to be your
largest property and
         equipment account and it is not clear whether any material revenues
have been generated
         through the use of these assets.
Statements of Cash Flows, page F-85

61.      Please clarify for us how you classified activity in the "Long-term
prepayments" and the
         "Long-term payments Related Party" accounts. It is not clear whether
these may be
         investing activities. Please also expand your disclosure on page F-57
to clearly explain
         how the Long-term payments Related Party item provides a probable
future economic
         benefit to SBC. Clarify the circumstances under which you expect to
realize a benefit
         from this item.
62.      Please fully disclose the facts and circumstances surrounding the 2023
non-cash
         "intangible asset transferred from long-term prepayments" transaction.
Please provide
         your accounting analysis that explains why the entire balance was
capitalized as patent use
         rights and no portion was recognized as research and development
expense. Also, please
         tell us whether these patent use rights were acquired from a related
party and whether they
         were recognized at carry-over basis. Further, disclose the
amortization period for this
         item.
Note 10, page F-103

63.      Given the CEO resignation disclosed on page F-110, please tell us
whether the life
         insurance policies are still an asset of the Company.
 Darryl Nakamoto
Pono Capital Two, Inc.
December 7, 2023
Page 15

        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.

       Please contact Al Pavot at 202-551-3738 or Terence O'Brien at
202-551-3355 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Conlon Danberg at 202-551-4466 or Jane Park at 202-551-7439 with any other
questions.



                                                          Sincerely,

FirstName LastNameDarryl Nakamoto                         Division of
Corporation Finance
                                                          Office of Industrial
Applications and
Comapany NamePono Capital Two, Inc.
                                                          Services
December 7, 2023 Page 15
cc:       Alexandria E. Kane, Esq.
FirstName LastName