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    NELSON
                                            MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS
    AND COUNSELORS AT LAW

    Andy
                                            Tucker

    T:
    202.689.2987

    Andy.Tucker@nelsonmullins.com

    101
                                            Constitution Avenue, NW

    Suite
    900

    Washington
    D.C., 20001

    T:
    202.689.2800 F: 202.689.2860

    nelsonmullins.com

 January
9, 2023

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Attention:
    Ameen
    Hamady

    Jennifer
    Monick

    Stacie
    Gorman

    Maryse
    Mills-Apenteng

    RE:
    Pono
    Capital Three, Inc.

    Registration
    Statement on Form S-1

    Filed
    November 10, 2022

    File
    No. 333-268283

Ladies
and Gentlemen:

On
behalf of Pono Capital Three, Inc. (the “Company”), we are hereby responding to the letter dated December 7, 2022
(the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”), regarding the Company’s Registration Statement on Form S-1 filed on November 10, 2022
(the “Registration Statement”). In response to the Comment Letter and to update certain information in the Registration
Statement, the Company is submitting its Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”)
with the Commission today. The numbered paragraphs below correspond to the numbered comments in the Comment Letter, and the Staff’s
comments are presented in bold italics.

Registration
Statement on Form S-1

Cover
Page

If
we seek shareholder approval…, page 35.

 1. We
                                            note disclosure that your sponsor, officers, directors, advisors and their affiliates may
                                            purchase shares in the open market from public shareholders for the purpose of voting those
                                            shares in favor of a proposed business combination, thereby increasing the likelihood of
                                            the completion of the combination. Please explain how such purchases would comply with the
                                            requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules
                                            Compliance and Disclosure Interpretation 166.01 for guidance.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 20,
36, 87-88 and 94 of the Amendment No. 1 to S-1.

We
may issue our shares to investors in connection with our initial business combination…, page 48

2. We
                                            note your risk factors disclosure on page 48 that you may issue shares to investors in PIPE
                                            transactions at less than the market price at that time. Please expand your disclosure to
                                            describe how the terms of financings may impact public shareholders.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 48
of the Amendment No. 1 to S-1.

Management,
page 101

3. For
                                            each director or director nominee, please revise to briefly discuss the specific experience,
                                            qualifications, attributes or skills that led to the conclusion that the person should serve
                                            as director. Refer to Item 401(e) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 102-103
of the Amendment No. 1 to S-1.

Principal
Shareholders, page 113

4. Please
                                            revise to clarify who has or shares voting and dispositive control over the shares held by
                                            the Sponsor. Refer to Item 403 of Regulation S-K and Exchange Act Rule 13d-3(a).

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 114
of the Amendment No. 1 to S-1.

*****

If
you have any additional questions regarding any of our responses or the Amended Registration Statement, please do not hesitate to contact
Andrew Tucker at (202) 689-2987.

    Very
    truly yours,

    /s/
    Andrew Tucker

    Andrew
    Tucker

cc:
Davin Kazama, Chief Executive Officer, Pono Capital Three, Inc.