Correspondence 0001213900-23-096542 from New Horizon Aircraft Ltd. (HOVR)
New Horizon Aircraft Ltd.
Date: Dec. 18, 2023 · CIK: 0001930021 · Accession: 0001213900-23-096542
AI Filing Summary & Sentiment
File numbers found in text: 333-274502
Referenced dates: December 15, 2023
Letter
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 18, 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. 3 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 15, 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. 3 to Registration Statement on Form S-4 filed on December 12, 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. 4 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. 3 to Registration Statement on Form S-4 filed on December 12, 2023
General
1. We note your response to prior comment two. Please revise the table on page 29 to reflect, if true, that the 9,428,283 shares owned by Horizon shareholders includes the shares issuable upon conversion of the Horizon Convertible Promissory Notes
Response: The Company has revised the disclosure on page 29 of the Amended Registration Statement as requested to reflect that the 9,428,283 shares owned by Horizon shareholders includes the shares issuable upon conversion of the Horizon Convertible Promissory Notes.
* * * * *
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
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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 18, 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. 3 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 15, 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. 3 to Registration Statement on Form S-4 filed on December 12, 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. 4 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. 3 to Registration Statement on Form S-4 filed on December 12, 2023
General
1. We note your response to prior comment two. Please revise the table on page 29 to reflect, if true, that the 9,428,283 shares owned by
Horizon shareholders includes the shares issuable upon conversion of the Horizon Convertible Promissory Notes
Response: The Company has revised the disclosure on
page 29 of the Amended Registration Statement as requested to reflect that the 9,428,283 shares owned by Horizon shareholders includes
the shares issuable upon conversion of the Horizon Convertible Promissory Notes.
* * * * *
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.
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