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CORRESP

 NELSON MULLINS RILEY & SCARBOROUGH LLP

ATTORNEYS AND COUNSELORS AT LAW

 101 Constitution Avenue, NW | Suite 900

Washington, DC 20001

 T 202.689.2800 F
202.689.2860

 nelsonmullins.com

 December 1, 2022

Via EDGAR

 Division of Corporation Finance

U.S. SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

 Washington, DC 20549

Attn:
 Bradley Ecker

Erin Purnell

Re:
 Pono Capital Corp.

Draft Registration Statement on Form S-4

Filed October 21, 2022

CIK No. 000185631

 Ladies and
Gentlemen:

 On behalf of Pono Capital Corp. (the “Company”), we are hereby responding to the letter dated
November 17, 2022 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission, regarding the Company’s Draft Registration Statement on Form S-4 submitted on October 21, 2022 (the “Draft Registration Statement”). In addition, the Company is publicly filing concurrently with this letter a Registration
Statement on Form S-4 (the “Registration Statement”), which includes revisions made to the Draft Registration Statement in response to the Staff’s comments as well
as additional changes required to update the disclosure contained in the Draft Registration Statement.

 For the convenience of the Staff’s review,
each of the headings and numbered paragraphs below corresponds to the headings and numbered comments in the Comment Letter. All references to page numbers and captions in the responses below correspond to the page numbers and corresponding captions
in the Registration Statement. Terms used and not defined herein have the meanings given to such terms in the Registration Statement.

 Draft
Registration Statement on Form S-4 filed October 21, 2022

 CALIFORNIA |
COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | MARYLAND | MASSACHUSETTS | NEW YORK

NORTH CAROLINA | SOUTH CAROLINA | TENNESSEE | WEST
VIRGINIA

 Securities and Exchange Commission

December 1, 2022

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 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.

 Response: We have revised the disclosure on pages 27 and 178 of the filing to clearly describe the products that AERWINS
currently offers in each of its business areas and to also identify whether any of the products mentioned in the proxy statement/prospectus are in development and to provide information on when AERWINS’ expects them to launch. Additionally, we
have revised the filing to make clear which aspects currently apply to AERWINS, and which are prospective in nature, and which apply to business lines that are no longer active wherever there is discussion of the features and characteristics of the
AERWINS industry and market.

 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.

 Response: The Company has filed a revised Exhibit 99.3 with the Registration
Statement to include the introductory paragraph required by Rule 11-02(b)(2) 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.

Response: Please see the revised pro-forma financial statements included with the Registration Statement on page
99.

 Fees and Scope of Engagement, page 131

 Securities and Exchange Commission

December 1, 2022

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 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.

 Response: Below is a fee table showing all fees
paid to Marshal & Stevens, and the Registrant has revised the Registration Statement at pages 138-139 in response to the Staff’s comment.

Marshall Stevens

As of 11/19/22

 Date

Amount

 10/26/2022

45,000.00

 9/1/2022

35,000.00

 9/28/2022

25,000.00

 Total fees paid for Aerwins deal

105,000

 2/9/2022

50,000.00

 12/8/2021

30,000.00

 Total fees paid for prior target

80,000

 Total fees paid to Marshall & Stevens

185,000

 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.

 Response:

We have expanded the disclosure to include projected or prospective financial information that the Company’s Board of Directors considered in connection
with the Business Combination in the Registration Statement. See pages 132-135 and as Annex A. The Company has also provided forecasts underlying the terminal value of Aerwins in the proxy statement/ prospectus at pages 140-141 and 180-182.

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.

 Securities and Exchange Commission

December 1, 2022

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 Response: The Registrant has revised the Registration Statement at page 20 in the Tax Risk Factors
section, and at pages 144-145 in the U.S. Federal Income Tax Considerations section. The Company respectfully submits that, for the reasons set forth below, Item 21(a) of Form F-4 and Item 601(b)(8) of Regulation S-K do not require a tax opinion to
be filed in connection with the registration statement. This conclusion is consistent with the approach taken in a number of registration statements recently reviewed by the SEC that similarly involved transactions where a SPAC was the acquired
entity and the closing was not conditioned on the receipt of a tax ruling or tax opinion.

 Item 601(b)(8) of Regulation S-K requires opinions on tax
matters for registered offerings where “the tax consequences are material to an investor and a representation as to tax consequences is set forth in the filing.” The Company notes the requirements for a tax opinion pursuant to the Staff
Legal Bulletin No. 19, Section III are consistent with those in Item 601(b)(8) of Regulation S-K. Because the disclosure does not contain a representation as to the tax treatment of the Merger - and in fact expressly disavows any such
representation—the Company respectfully submits that a tax opinion (either in long-form or short-form) is not required.

 The existing disclosure
describes the significant factual and legal uncertainties regarding the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Due to these uncertainties, the closing of the transaction is
not conditioned on the receipt of any tax ruling or tax opinion regarding the qualification of the Merger as a reorganization despite the parties’ intention recited in the transaction agreement that the Merger so qualify. The absence of such a
closing condition is not unusual in transactions of this type. In recognition of the lack of guidance directly relevant to the reorganization treatment of Merger in which a SPAC is acquired, the disclosure sets forth a summary of the tax
consequences that would obtain if the Mergers were to qualify as a reorganization, as well as the tax consequences that would obtain if the Merger were to fail to so qualify. In addition, the disclosure clearly states that the closing of the Merger
is not conditioned upon the receipt of any tax ruling or tax opinion, the qualification of the Merger as a reorganization is uncertain, and the Company is not making any representations as to the tax consequences of the Merger. Furthermore, the
Company has revised the Registration Statement to add disclosure making clear that although it is the current intention of the Company and AERWINS to take the position that the Merger qualifies as a reorganization to the extent permitted by
applicable law, the facts and circumstances of the proposed transaction render the issue highly uncertain and no assurance can be given that, at the relevant time, the Merger so qualifies or that the IRS will not challenge such qualification.

Based on the above, the Company respectfully submits that no tax opinion is required under Item 601(b)(8) of Regulation S-K or Staff Legal Bulletin No. 19.

 Information about Aerwins

 Significant Market
Opportunities, page 168

 7. Please revise to explain which product flight was tested in 2019, and which product or products you started selling in
October 2021. Please include the month that deliveries began, and state how may unites have been sold.

 Response: We have revised this
disclosure in the filing to explain which product was flight tested in 2019, and which product AERWINS started selling in October 2021, and to include the month that deliveries will begin and state how many units have been sold.

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.

Response: We have revised our disclosure in the filing to clarify that for the private side AERWINS is initially intentionally targeting high net worth
individuals and that as AERWINS get more orders they believe that they will be able to decrease the price points and become more cost-effective. We have additionally revised the filing to identify and discuss the price points for AERWINS 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.

Response: We have revised the disclosure in the filing to provide support in the form of examples of how AERWINS designs, develops, manufactures,
markets, and operates unmanned aircraft and their supporting systems and infrastructure for a wide range of industries and applications, including passenger transportation, logistics, and smart city management.

 Securities and Exchange Commission

December 1, 2022

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 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;

Response: We have revised the disclosure in the filing to provide an updated chart, as well as a description of the new chart, which clarifies what time
periods and sectors make up AERWINS revenue. The client type chart has been removed, and as a result no additional clarification to such chart has been added.

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.

 Response: We have revised the
disclosure in the filing to clarify that in Japan XTURISMO Limited Edition does not require aircraft category approval which AERWINS believes makes it easy to implement in society in Japan, but that outside of Japan AERWINS is subject to extensive
legal and regulatory requirements, and are working to obtain relevant approvals and permits in the jurisdictions where AERWINS plans to sell its 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.

Response: We have revised the disclosure in the filing to clarify that AERWINS has only received 10 inquiries for purchases and 6 actual purchases for
the AERWINS product and to clarify that that the price per unit in Japan is JPY77,700,000 which equates to $550,000 in USD (JPY144.71 = US$1.00).

 Securities and Exchange Commission

December 1, 2022

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 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

 Response: We have revised the disclosure in the filing to clarify how AERWINS expects the vehicle to be
used as a disaster relief vehicle.

 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.

Response: We have revised the disclosure in the filing to include a table that provides the price ranges of fees that AERWINS has quoted for each of its
lines on business, including for C.O.S.M.O.S.

 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.

Response: We have revised the disclosure in the filing to clarify that AERWINS has in the past received payment in the form of cryptographic assets at
the request of a single purchaser of our shared computing services.

 Specifically, during the period of January 1, 2021 through the dat