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                            February 22, 2024

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

                                                        Re: Pono Capital Two,
Inc.
                                                            Revised Preliminary
Proxy Statement on Schedule 14A
                                                            Filed January 22,
2024
                                                            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.

       Revised Preliminary Proxy Statement on Schedule 14A filed January 22,
2024

       SBC Medical Group Holdings Incorporated, page 23

   1.                                                   We note your response
to previous comment 9. Please revise to describe the "service
                                                        contracts" with Medical
Corporation Association Furinkai and Medical Corporation
                                                        Association Juunikai
and explain how they are different from the franchise agreements.
       The Combined Entity may be a "controlled company" within the meaning...,
page 59

   2.                                                   We note your response
to previous comment 19 and reissue in part. Please revise your
                                                        summary section to
provide prominent disclosure that the combined entity will be a
                                                        controlled company
within the meaning of the applicable rules of Nasdaq and that Dr.
                                                        Yoshiyuki Aikawa will
control approximately 66.6% of the number of voting power of
                                                        your outstanding common
stock, assuming no additional redemptions.
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany22,
February  NamePono
             2024     Capital Two, Inc.
February
Page 2 22, 2024 Page 2
FirstName LastName
Risk Factors
Our reputation and the trading price of our common stock may be negatively
affected by adverse
publicity..., page 73

3.       We note your revised disclosure in response to previous comment 23 and
re-issue the
         comment in part. You state that "Our management team plans to conduct
additional
         procedures and actions to mitigate risks of the short seller
allegations." Please clarify if
         SBC has been the subject of short seller allegations or if this risk
factor is discussing
         allegations that may occur in the future. If SBC has been the subject
of short seller
         allegations, please clearly explain what the allegations are and how
they relate to your
         business. Additionally, please clarify if SBC is a publicly listed
entity and how short
         sellers are able to benefit from a decline in a price of your
securities.
Risk Factors
Our reputation and the trading price of our common stock may be negatively
affected by adverse
publicity..., page 81

4.       We note your revised disclosure in response to previous comment 24
that "While the
         Company has never faced substantial compensation payouts or multiple
compensations
         due to medical accidents in the past, with no material impact on
business performance and
         a clean financial record, we acknowledge the absence of significant
liability beyond our
         existing insurance coverage." Please clarify what you mean by the
absence of significant
         liability beyond your existing insurance coverage. Additionally,
please clearly
         state whether you believe you maintain adequate levels of insurance
relative to your
         business operations.
Background of the Business Combination, page 123

5.       We note your revised disclosure in response to previous comment 28 and
note that the
         enterprise value for SBC included in the December 15, 2022 initial LOI
of $2.5 billion
         was based on financial projections that "represented revenue of
approximately $1 billion
         and net income of $200,000." Please clarify if these projections
represented net income of
         $200 million rather than $200,000.
6.       We note your disclosure that the initial draft of the Business
Combination that was
         circulated on December 23, 2022 included a valuation of SBC at $1.2
billion rather than
         the $2.5 billion valuation included in the December 15, 2022 initial
LOI. Please explain
         the change in valuation from $2.5 billion to $1.2 billion. In this
regard, we note your
         disclosure that $2.5 billion valuation was based on financial
projections that represented
         revenue of approximately $1 billion and net income of $200 million and
your disclosure
         on page 128 that "The projections that SBC provided were prior to the
restructuring of the
         SBC business entities and before any adjustments related to the change
to US GAAP
         reporting." However, $1 billion of revenue and $200 million of net
income exceed the
         figures presented in the five year projections on page 130 which
conclude with projected
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany22,
February  NamePono
             2024     Capital Two, Inc.
February
Page 3 22, 2024 Page 3
FirstName LastName
         revenue of $645 million and net income of $124 million in 2027. Please
explain if the
         projections underlying the $2.5 billion valuation were subsequently
revised and, if so,
         provide additional disclosure regarding the timing and reasons for the
revisions.
7.       We note your revised disclosure in response to previous comment 30 and
re-issue the
         comment in part. Where you disclose general topics that were discussed
at each meeting
         or call, please provide additional detail regarding the substance of
those discussions. For
         example, where you disclose that the call on December 11, 2022 related
to "diligence
         including questions to better understand the market for cosmetic
treatment centers and the
         related management services, the sustainability of SBC   s
profitability, and the viability of
         SBC   s expansion plans" please briefly discuss the substance of those
discussions.
         Likewise, where you disclose that the calls on January 24, 2023 and
January 26, 2023
         included discussions of "structure, open due diligence items and
merger process" please
         briefly explain if there were any material open issues or concerns
discussed at such
         meetings in advance of the January 30, 2023 approval of the Merger
Agreement.
8.       We note your revised disclosure in response to previous comment 37 and
re-issue the
         comment in part. Please revise your disclosure to discuss the
following topics or explain:
             any discussions about the need to obtain additional financing for
the combined
            company, such as a PIPE transaction, and the negotiation/marketing
processes; and
             the negotiation of any contingent payments to be received by SBC
s shareholders,
            including the portion of the Escrow Shares.
Reasons for Approval of the Business Combination, page 128

9.       We note your statements that "In recommending the transaction, the
Board reviewed three
         different approaches in determining the valuation of SBC: discounted
cash flow, revenue
         multiple and earnings multiple" and "Based on the SBC   s ability to
recognize revenue and
         consistent profitability, the Board deemed that the earning multiple
approach to be the
         appropriate measure for the valuation." Please clarify if discounted
cash flow and revenue
         multiple valuations were prepared and provided to the Board or if the
Board only
         reviewed a valuation based on earnings multiples. If such valuations
were prepared and
         reviewed by the Board, please disclose those valuations and their
underlying
         methodology.
10.      We note your statement that "Pono used the fiscal year 2022 financials
provided by SBC
         in January 2023    as the starting point of SBC   s valuation combined
with a revenue growth
         rate of 15%." Please disclose the relevant financial metrics included
in the January 2022
         financials that were used as a starting point for the valuation.
Additionally, please explain
         how Pono arrived at a 15% revenue growth rate, including any
underlying assumptions.
         Your disclosure should include both the total valuation of SBC and the
specific
         methodology used to arrive at that valuation.
11.      We note your statement that the report provided by EF Hutton "provided
the average
         earnings multiples of approximately 32x and 26x for fiscal years 2023
and 2024,
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany22,
February  NamePono
             2024     Capital Two, Inc.
February
Page 4 22, 2024 Page 4
FirstName LastName
         respectively, for back office service from the following companies:
WNS (Holdings)
         Limited (NYSE: WNS), ExlService Holdings, Inc. (Nasdaq: EXLS),
Startek, Inc (NYSE:
         SRT), TTEC Holdings, Inc (Nasdaq: TTEC), Atento (Private Company),
Conduent
         (Nasdaq: CNDT), and Taskus (Nasdaq: TASK)." Please explain how EF
Hutton selected
         the companies included in the list of comparable companies and why the
multiples were
         based on "back office services." Please disclose if any companies
meeting the applicable
         criteria for comparable companies were nevertheless excluded from the
list of comparable
         companies. Finally, please explain why the four comparable healthcare
service companies
         used in the December 15, 2022 initial LOI valuation (Surgery Partners
(Nasdaq: SGRY),
         National HealthCare (NYSE: NHC), Community Health (NYSE: CYH),
Encompass
         Health (NYSE: EHC)) were not included in the list of comparable
companies.
12.      We note your disclosure that the report prepared by EF Hutton
"provided the average
         earnings multiples of approximately 32x and 26x for fiscal years 2023
and 2024,
         respectively." We also note your statement that "Pono used the fiscal
year 2022 financials
         provided by SBC in January 2023    as the starting point of SBC   s
valuation combined with
         a revenue growth rate of 15%." Please clarify how the earnings
multiples in the report
         were used to arrive at a valuation for SBC. In this regard, we note
that the financial
         statements of SBC for the fiscal year ended December 31, 2022 show SBC
had 2022 net
         income of $6.7 million.
13.      We note your disclosure that the reduction in SBC's earnings in the
revised fiscal year
         2022 financials "were primarily due to adjustment made to reflect US
GAAP" and that
         "No other assumptions were changed, and the result is the SBC
valuation was reduced
         from $1.2 billion to $1.0 billion." When discussing the removal of the
Medical
         Corporations from the A&R Merger Agreement on June 21, 2023 due to
Japanese
         regulatory reasons you note that "The removal of the Medical
Corporations from the A&R
         Merger Agreement required a reduction of the valuation." Please
clarify if the adjustments
         to reflect US GAAP are separate than the reduction of valuation as a
result of the removal
         of the Medical Corporations.
Certain Projected Financial Information for SBC, page 130

14.      We note that the Projections provided to Pono appearing on page 130
were significantly
         revised in your latest amendment. Please explain why these numbers
changed and if Pono
         received multiple sets of projections. In this regard, we note your
statement that "The
         above financial projections were provided prior to the restructuring
of the SBC business
         entities and before any adjustments related to the change to US GAAP
reporting." If there
         were multiple sets of projections, please disclose both sets of
projections, the respective
         dates they were received and the reason for the significant changes
between the two.
15.      We note the disclosure that SBC estimated future net income margins
range from 17% to
         19% and that Pono reviewed SBC   s historical financials and believes
SBC's history of
         profitability and experience in scaling its business will allow SBC to
meet its projections.
         Please revise to explain how SBC   s historical financial results led
to an estimated future
 Darryl Nakamoto
FirstName LastNameDarryl   Nakamoto
Pono Capital Two, Inc.
Comapany22,
February  NamePono
             2024     Capital Two, Inc.
February
Page 5 22, 2024 Page 5
FirstName LastName
         net income margins range from 17% to 19%.
16.      We note the disclosure that Pono believes that SBC reflected in its
projections an increase
         in expenses related to becoming a publicly traded company and for its
expansion plans.
         Please revise to disclose and quantify these assumptions.
SBC Management Discussion & Analysis, page 223

17.      Please clarify your disclosure to clearly quantify the impact that
foreign exchange rate
         changes had on the reported change in total revenue for each period
presented.
Warrants, page 241

18.      We note your revised disclosure here that "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" and your statement on page 94 that "None of the Placement
Warrants or the
         Private Warrants (or if issued, any warrants underlying the Working
Capital Units) will be
         redeemable by New Pono for cash so long as they are held by the
Sponsor or its permitted
         transferees." Please reconcile these disclosures and clarify if the
Placement Warrants or
         the Private Warrants will be redeemable by New Pono for cash to the
extent they are held
         by the Sponsor or its permitted transferees. If there is a difference
between the public and
         private warrants in this regard, please add risk factor disclosure
regarding the difference.
Management after the Business Combination, page 259

19.      We reissue comment 57 with respect to Dr. Aikawa and Mr. Yoshida.
Because they are
         being nominated to serve on the board of directors of New Pono, please
state 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.
Statements of Cash Flows, page F-50

20.      Based on your response to prior comment 61, it is unclear why the
"Long-term payments -
         - related parties" transactions are classified as operating activities
instead of as investing
         activities. In this regard, it appears that these cash transactions
were to acquire equity
         interests. Please revise here and on page F-86, if necessary.
Note 17, page F-112

21.      It appears that SBC acquired a 100% equity interest in 4 related party
Medical
         Corporations in August 2023. Please clarify for us whether these
entities are consolidated
         in the SBC financial statements for all periods presented. Please
provide an analysis that
         supports your accounting for these entities. If the transactions with
these entities that are
         outlined in your footnote disclosure have been eliminated in
consolidation then please
         clarify the disclosure. Your disclosure on page 223 states that you
lack voting control over
 Darryl Nakamoto
Pono Capital Two, Inc.
February 22, 2024
Page 6
      these entities but that determination is unclear given your 100% equity
interest.
General

22.   We note your disclosure on page F-7 that the proceeds of the Trust
Account "will be
      invested only in U.S. government treasury obligations with maturities of
185 days or less
      or in money market funds meeting certain conditions under Rule 2a-7 under
the
      Investment Company Act, which invest only in direct U.S. government
treasury
      obligations." If the assets in your Trust Account are securities,
including U.S. Government
      securities or shares of money market funds registered under the
Investment Company Act
      and regulated pursuant to rule 2a-7 of that Act, please disclose the risk
that you could be
      considered to be operating as an unregistered investment company.
Disclose that if you
      are found to be operating as an unregistered investment company, you may
be required to
      change your operations, wind down your operations, or register as an
investment company
      under the Investment Company Act. Also please include disclosure with
respect to the
      consequences to investors if you are required to wind down your
operations as a result of
      this status, such as the losses of the investment opportunity in a target
company, any price
      appreciation in the combined company, and any warrants, which would
expire worthless.
        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 Lauren Nguyen at 202-551-3642 with any other
questions.



                                                            Sincerely,

FirstName LastNameDarryl Nakamoto                           Division of
Corporation Finance
                                                            Office of
Industrial Applications and
Comapany NamePono Capital Two, Inc.
                                                            Services
February 22, 2024 Page 6
cc:       Alexandria E. Kane, Esq.
FirstName LastName