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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    101 Constitution Ave, NW, Suite 900

    Washington, DC 20001

    T: 202.689.2800 F: 202.689.2860

    nelsonmullins.com

December 12, 2023

Via EDGAR

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Jeff Gordon

    Andrew Blume

    Sarah Sidwell

    Asia Timmons-Pierce

    Re:
    Pono Capital Three, Inc.

Amendment No. 2 to Registration Statement on Form S-4

Filed on November 20, 2023

File No. 333-274502

Ladies and Gentlemen:

On behalf of Pono Capital Three, Inc. (the “Company”),
we are hereby responding to the letter dated December 5, 2023 (the “Comment Letter”) from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), regarding
the Company’s Amendment No. 2 to Registration Statement on Form S-4 filed on November 20, 2023 (the “Registration
Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company
is publicly filing its Amendment No. 3 to the Registration Statement on Form S-4 (the “Amended Registration Statement”)
with the Commission today.

For ease of reference, the text of each of the
Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response.

Amendment No. 2 to Registration Statement on Form S-4 filed on 11/20/2023

General

 1. We note your disclosures regarding the Forward Purchase Agreement and the FPA Funding Amount PIPE Subscription Agreements. Please
revise to explain the purpose for entering into these agreements and the inter-relationship between them. Please address risk associated
with arrangements. Please quantify the amount of the FPA Funding Amount PIPE.

Response: The Company has revised the disclosure on pages 69, 70 and 125-127 of the Amended Registration Statement as requested.

CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA
| FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

NEW YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

Summary, page 29

 2. We note your disclosure regarding the Horizon Convertible Promissory Notes, the conversion of which would result in 1,362,962 Horizon
Class B Common Shares being issued to holders of the Convertible Promissory Notes. Please revise your sensitivity analysis on page 29
to reflect this source of dilution.

Response: The Company has revised the disclosure on page
40 of the Amended Registration Statement as requested. The Company respectfully submits that the conversion of the Convertible Promissory
Notes will not be a source of dilution because the conversion will occur prior to the Closing of the Business Combination and will not
effect the number of shares of Exchange Consideration to be issued to Horizon equityholders.

*          *         *         *         *

Please direct any questions or further communications
relating to the above to the undersigned at (202) 689-2983. Thank you for your attention to this matter.

    Very truly yours,

    /s/ E. Peter Strand

    E. Peter Strand

    cc:
    Davin Kazama, Pono Capital Three, Inc.

    Gary Miyashiro, Pono Capital Three, Inc.