SecProbe.io

United States securities and exchange commission logo
November 17, 2022
Dustin Shindo
Chief Executive Officer
Pono Capital Corp
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Corp
Draft Registration Statement on Form S-4
Filed on October 21, 2022
CIK No. 0001855631
Dear Dustin Shindo:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4 filed October 21, 2022
Summary of the Proxy Statement/Prospectus
Parties to the Business Combination
AERWINS Technologies Inc., page 27
1.Please revise to clearly describe the products that you currently offer in each of your
business areas. Please also identify whether any of the products mentioned in the proxy
statement/prospectus are in development and provide information on when you expect
them to launch. Wherever you discuss the features and characteristics of your industry and
market, please make clear which aspects currently apply to AERWINS, which are
prospective in nature, and which apply to business lines that are no longer active. Please
make similar revisions to your disclosure beginning on page 167.

 FirstName LastNameDustin Shindo
 Comapany NamePono Capital Corp
 November 17, 2022 Page 2
 FirstName LastName
Dustin Shindo
Pono Capital Corp
November 17, 2022
Page 2
Unaudited Pro Forma Condensed Combined and Consolidated Statement of Operations for the
Year Ended December 31, 2021, page 46
2.Please revise your pro forma statement of operations to comply with Rule 11-02(b)(1) of
Regulation S-X.
3.Please present historical and pro forma basic and diluted per share data, based on
continuing operations, on the face of your pro forma statement of operations. Refer to
Rule 11-02(a)(9)(i). In this regard, please also revise Note 4. Net Loss per Share, on page
49, as appropriate.
Fees and Scope of Engagement, page 131
4.Please include the amount of the fee paid to Marshall & Stevens as well as any other
information required by Item 1015 of Regulation M-A.
Financial Projections, page 132
5.Please clarify whether the Pono board reviewed projected or prospective financial
information of AERWINS in connection with the Business Combination.  If so, please
revise to include such information in the proxy statement/prospectus. In addition, we note
your disclosure that Marshall & Stevens calculated the net present value of the
unlevered, after-tax free cash flows that AERWINS’ business is forecasted to generate for
the financial years 2022 through 2031, plus the present value of the terminal value of
AERWINS’ business in year 2031. Please provide those forecasts in the proxy
statement/prospectus.
United States Federal Income Tax Considerations of the Redemption, page 136
6.We note that pursuant to the Agreement and Plan of Merger, the parties intend that the
merger will qualify as a tax-free "reorganization" within the meaning of Section 368(a). In
addition, we note your disclosure on page 137 that holders of Class A common stock are
not expected to recognize any income, gain or loss under U.S. federal income tax
laws. Please revise your disclosure beginning on page 136 to address Section 368(a) and
any consequences to shareholders of Pono and AERWINS. Please also make similar
revisions to the Questions and Answers section beginning on page 20. To the extent that
you intend to file a short form tax opinion as Exhibit 8.1, please also revise your
discussion on page 136 to reflect the fact that the discussion is the opinion of counsel.
Information about Aerwins
Significant Market Oppportunities, page 168
7.Please revise to explain which product was flight tested in 2019, and which product or
products you started selling in October 2021. Please include the month that deliveries
began and state how many units have been sold.

 FirstName LastNameDustin Shindo
 Comapany NamePono Capital Corp
 November 17, 2022 Page 3
 FirstName LastName
Dustin Shindo
Pono Capital Corp
November 17, 2022
Page 3
8.Your disclosure in the fourth paragraph implies that you are making cost-effective air
mobility solutions a reality. We note, however, your disclosure on page 132 which states
that the private side of AERWINS' client segment is sales to mainly high net worth
individuals. Please revise to identify and discuss the price point for your products.
9.Please provide support for your statement that you design, develop, manufacture, market,
and operate unmanned aircraft and their supporting systems and infrastructure for a wide
range of industries and applications, including passenger transportation, logistics, and
smart city management.
Orders, Delivery and Financial Results, page 169
10.Please clarify what time periods make up your revenue and client type charts here. We
note that the charts include revenue type for 2022. However, the discussion following the
charts addresses only the period from January 1, 2020 to December 31, 2021. Please
revise to provide disclosure that supports the amounts presented in the charts.
What Sets Us Apart, page 169
11.We note your disclosure that XTURISMO is "easy to implement in society." Please revise
your disclosure here to be consistent with your disclosure on page 183 that you are subject
to extensive legal and regulatory requirements, and that you are working to obtain relevant
approvals and permits in the jurisdictions where you sell and plan to sell your products.
XTURISMO Limited Edition, page 176
12.We note your disclosure that since its launch in October 2021, the product has received
about 100 inquiries for purchase. Please revise to clarify how many purchases were made.
In addition, you say that the price of the XTURISMO Limited Edition is $7.77 million
overseas. We note that the "order now" page on your website appears to list the price as
$550,000. Please advise.
13.Please clarify how you expect the vehicle to be used as a disaster relief vehicle.
C.O.S.M.O.S (Flight Operation Management System), page 178
14.We note your disclosure that the fee structure is currently being quoted on a case-by-
case basis as you are in the process of conducting demonstration tests with large
corporations and local governments. Please provide a range of the fees that you have
quoted. Please provide similar disclosure for each of your lines of business where you
discuss a range of fees or describe fees without stating the amount that you charge.

 FirstName LastNameDustin Shindo
 Comapany NamePono Capital Corp
 November 17, 2022 Page 4
 FirstName LastName
Dustin Shindo
Pono Capital Corp
November 17, 2022
Page 4
A.L.I. Albatross (our Original GPU machine), page 181
15.We note your disclosure on page 182 that some fees are received in the form of
cryptographic assets. Please identify which cryptographic assets you accept as payment.
Describe more clearly which services and fees may be paid for using cryptographic assets
and describe the method for such payments.
Manufacturing, Quality Control and Supply Chain, page 185
16.Please describe your manufacturing process for each aspect of your business in greater
detail, including whether and to what extent you rely on third party suppliers to
manufacture certain aspects of your products. In this regard, we note that none of the
facilities you list on page 207 are listed for manufacturing use.
Business Overview, page 225
17.Your disclosure states that the “acquisition of A.L.I. Technologies was accounted for as a
recapitalization among entities under common control.” Please reconcile this disclosure
with the disclosures in Note 1 on page F-56 and on page 42 that indicates that the share
exchange between Aerwins and the shareholders of A.L.I. Technologies was “accounted
for as a reverse recapitalization.”
Results of Operations, page 228
18.Please clarify how you define your "Air Mobility Segment". In this regard, we note in
your revenue chart on page 169 that "Air-Mobility" recorded no revenues in 2021 and
does not appear to include your Drone or Computer Sharing aspects of your business. We
further note that your chart on page 169 indicates that "Shared Computing" accounted for
70% of your 2021 revenues but does not appear to be included in your Results of
Operations on page 228. Please revise or advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Aerwins
Results of Operations, page 229
19.Please revise your table on page 229 to remove the discontinued operations effects and
revise your respective discussions to separately discuss results from continuing operations
from that of discontinued operations.
BENEFICIAL OWNERSHIP OF SECURITIES, page 259
20.Please provide a pre-business combination beneficial ownership table for AERWINS as of
the most recent practicable date. Refer to Item 18(a)(5) of Form S-4.

 FirstName LastNameDustin Shindo
 Comapany NamePono Capital Corp
 November 17, 2022 Page 5
 FirstName LastName
Dustin Shindo
Pono Capital Corp
November 17, 2022
Page 5
Aerwins Technologies Inc.
Consolidated Statements of Cash Flows, page F-54
21.Please reconcile the line items for gain (losses) on disposal of business and disposal of
subsidiary and related proceeds of each to the information disclosed in Note 14 -
Discontinued Operation and Note 15 - Disposal of Business on pages F-70 and F-71.
Notes to Consolidated Financial Statements
Note 4 - Segment Information, page F-63
22.Please revise your information to remove the effects of your discontinued operations from
respective line items.  Refer to ASC 280-10-5-7.
General
23.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
24.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
25.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
26.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
27.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
28.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company. Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.
29.Please disclose whether and to what extent you have experienced pressures related to
inflation. Please expand to identify the principal factors contributing to the inflationary
pressures the company has experienced and clarify the resulting impact to the company.

 FirstName LastNameDustin Shindo
 Comapany NamePono Capital Corp
 November 17, 2022 Page 6
 FirstName LastName
Dustin Shindo
Pono Capital Corp
November 17, 2022
Page 6
30.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions. For example,
discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials; inventory shortages; closed factories or stores; reduced headcount;
or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
31.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.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, 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. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from 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.
32.We note that you present sales information and costs throughout the proxy
statement/prospectus in yen. Please revise to also include such amounts in U.S. dollars.

 FirstName LastNameDustin Shindo
 Comapany NamePono Capital Corp
 November 17, 2022 Page 7
 FirstName LastName
Dustin Shindo
Pono Capital Corp
November 17, 2022
Page 7
            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