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Via
Edgar

January 19, 2024

Conlon
Danberg

Jane
Park

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Pono Capital Two, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    November 9, 2023

    File
    No. 001-41462

Dear
Mr. Danberg and Ms. Park:

On
behalf of our client, Pono Capital Two, Inc., a Delaware corporation (the “Company”), we submit to the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) this letter
setting forth the Company’s response to the comments contained in the Staff’s letter dated December 7, 2023 (the “Comment
Letter”) regarding the Company’s Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”).

The
Company has filed via EDGAR an Amendment No. 1 to the Proxy Statement (the “Amended Proxy Statement”), which
reflects the Company’s responses to the Comment Letter and certain updated information. Please note that our responses below, insofar
as relevant information relates to SBC Medical Group Holdings Incorporated, a Delaware corporation (“SBC”)
or matters arising from SBC’s participation in the preparation of the Proxy Statement and the Amended Proxy Statement, are based
on our discussions with and information received from SBC or its counsel, Anthony, Linder & Cacomanolis, PLLC, who have similarly
participated in the preparation and review of this response letter.

For
ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All
page references in the responses set forth below refer to the page numbers in the Amended Proxy Statement. All capitalized terms used
but not defined in this response letter have the meanings ascribed to such terms in the Amended Proxy Statement.

Preliminary
Proxy Statement on Schedule 14A filed November 9, 2023

Cover
Page

    1.
    We note
    your disclosure that the Merger Consideration is the aggregate value equal to (a) $1,000,000,000, minus (b) the amount, if any, by
    which $3,000,000 exceeds SBC’s Net Working Capital, plus (c) the amount, if any, by which SBC’s Net Working Capital exceeds
    $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC at closing, minus (e)
    specified transaction expenses of SBC associated with the business combination. Please amend your cover page and elsewhere in the
    prospectus to provide an estimated per share merger consideration as of a recently practicable date.

 Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement in the letter to stockholders and on pages 9, 27, 97,
113, and 164.

Market
and Industry Data, page 1

    2.
    We note
    your statements that “SBC cannot assure you of the accuracy and completeness of such information, and it has not independently
    verified the market and industry data contained in this proxy statement or the underlying assumptions relied on therein. As a result,
    you should be aware that it is possible that any such market, industry and other similar data may not in fact be reliable.”
    It is not appropriate to directly or indirectly disclaim liability for statements in your registration statement. We also refer to
    your statements on page 5 that investors “should not place undue reliance” on the forward looking statements in deciding
    how to vote their shares of Pono Common Stock on the proposals set forth in the proxy statement. You also caution investors on page
    119 not to place undue reliance on prospective financial information included in the prospectus. Please revise these statements to
    remove any implication that investors are not entitled to rely on disclosure in your registration statement or specifically state
    that you take liability for these statements.

 Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 1, 6, and 130.

Q:
What equity stake will current stockholders of Pono and SBC securityholders hold in the Combined Entity after the Closing?, page 12

    3.
    Please
    revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience
    in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the
    amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the
    redemption levels detailed in your sensitivity analysis, including any needed assumptions. In particular, we note that the illustrative
    table excludes 634,375 shares of common stock underlying the Placement Warrants. Please revise to include such shares or explain
    why you believe they should be excluded. We also note your disclosure on page F-75 regarding warrants to be issued to HeartCore Enterprise,
    Inc. and on page 174 regarding various options and warrants issued to SBC’s CEO and employees and certain immediate family
    members of SBC’s CEO that do not appear to be reflected in the table. Please also revise your ownership table on page 29 accordingly
    and include at least one interim redemption scenario in between those you currently present.

Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 11 and 12.

    4.
    Please
    revise your disclosure in the sensitivity analysis of redemption scenarios to show the potential impact of redemptions on the per
    share value of the shares owned by nonredeeming shareholders.

Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on page 13.

Q:
Did the Special Committee of the Pono Board obtain a third-party valuation or fairness opinion...?, page 12

    5.
    We note
    your statement that “The Special Committee of Pono’s board of directors did obtain a third-party fairness opinion in
    connection with their determination to approve the Business Combination.” If true, please revise to clarify that Pono’s
    board of directors did not obtain a third-party fairness opinion. Additionally, please expand on this disclosure to note what consideration,
    if any, the Pono board of directors gave to obtaining a third-party fairness opinion and if it discussed obtaining a fairness opinion
    with any financial advisors.

Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on page 14.

    2

Q:
What interests do Pono’s current officers and directors have in the Business Combination?, page 14

    6.
    Please
    revise your disclosure here and elsewhere in the prospectus to include the current value of any out-of-pocket expenses for which
    the Sponsor and Pono’s officers and directors and their affiliates are awaiting reimbursement.

 Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 15, 17, 34, 49, 50,
107, 119, and 160.

    7.
    We note
    that certain shareholders, including the Sponsor and the company’s officers and directors, have agreed to waive their redemption
    rights. Please describe any consideration provided in exchange for this agreement. Please also revise your disclosure summarizing
    the background of the business combination to discuss the negotiation of this agreement.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 154.

SBC
Medical Group Holdings Incorporated, page 23

    8.
    We note
    your statements here and on page 206 that SBC is headquartered in Delaware and your statements on pages 77, 159 and 202 that SBC
    is headquartered in Japan. Please reconcile these disclosures.

 Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 24, 170 and 223.

    9.
    We note
    your statement here and similar statements elsewhere in the proxy statement that “There are currently six medical corporations
    that the Company’s subsidiaries have entered into franchisor-franchisee contracts and service contracts with.” On page
    174, you note that “Since September 2023, the Company started providing services to two additional MCs in Japan, namely, Medical
    Corporation Association Furinkai and Medical Corporation Association Junikai, which are considered as related parties of the Company
    as the relatives of the CEO of the Company being Members of the two MCs.” Please update your disclosure throughout the proxy
    statement to reflect these two additional Medical Corporations.

 Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 26 and 172.

Summary
of the Proxy Statement, page 23

    10.
    Please
    revise to expand your descriptions of SBC and Pono, including but not limited to, the following:

 ● Please
                                            revise your disclosure here and on page 159 to clarify when SBC was founded and to discuss
                                            the important events in the development of the company’s business. We refer to your
                                            disclosure on page 166 that the company’s brand name “Shonan Beauty Clinic”
                                            has been developed for over 20 years in the medical industry, but you also disclose on page
                                            159 that SBC began providing management services to its franchisee treatment center in 2017;

 ● Please
                                            provide a breakdown of total revenues from management services by category of activity. We
                                            refer to your disclosure on pages 69 and 162 that SBC depends on and earns substantial revenue
                                            through the franchisee clinic customer reward program in addition to its franchising and
                                            procurement revenues;

    3

 ● Please
                                            balance your disclosure to include equally prominent disclosure of the limitations you face
                                            in implementing your business strategy, including but not limited to, SBC’s significant
                                            amount of indebtedness and dependence on a limited number of franchisees; and

 ● Please
                                            also revise the Summary to disclose that the audit report for Pono includes a paragraph related
                                            to substantial doubt about the ability of Pono to continue as a going concern.

 Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 24-26, and 170.

    11.
    We refer
    to your diagram of the organizational structure of SBC prior to the business combination on page 160. Please amend your disclosure,
    where appropriate, to provide a diagram of the post-business combination ownership structure of the combined entity and include ownership
    percentages of the relevant parties in both diagrams.

 Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 170-172.

Merger
Closing Conditions, page 26

    12.
    We note
    that one condition to the Business Combination is the Restructuring having been completed. Here or elsewhere in the Summary of the
    Proxy Statement, please clearly note whether the Restructuring has already been completed. If it has not, please note if the disclosure
    in the proxy statement reflects SBC’s business and corporate structure as it currently exists or as you anticipate it will
    exist following the Restructuring. If the Restructuring has not yet occurred, please include risk factor disclosure regarding the
    potential impacts on SBC’s business if the terms of the Restructuring were to change.

Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on page 28.

Impact
of the Business Combination on Pono’s Public Float, page 29

    13.
    We note
    that in the table of illustrative ownership levels, the Non-Redemption Agreement Investors are shown to hold 339,565 shares. This
    appears to represent the portion of the 1,200,000 Sponsor Shares which will be issued to the Non-Redemption Agreement Investors pursuant
    to the Non-Redemption Agreements. However, on page 3 you note that the Non-Redemption Agreement Investors own, in the aggregate,
    998,682 shares of Pono Class A common stock. Please clarify if the Non-Redemption Agreement Investors will hold both their existing
    998,682 shares and 339,565 of the Sponsor Shares.

 Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 3, 118, and 165.

Risk
Factors, page 41

    14.
    We note
    that the Post-Closing Board will be divided into three classes, with only one class of directors being elected in each year. Please
    include risk factor disclosure regarding the classified board.

Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on page 55.

The
ability of Pono’s stockholders to exercise redemption rights..., page 41

    15.
    We note
    your disclosure that “if a larger number of shares are submitted for redemption than Pono currently expects, Pono may need
    to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account.” Please expand on this
    risk factor to discuss the Non-Redemption Agreements covering 998,682 shares of Pono Class A common stock and the impact such Non-Redemption
    Agreements are expected to have on your ability to satisfy the net tangible asset requirement under the Merger Agreement.

Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on page 44.

    4

Deferred
underwriting fees in connection with the IPO and payable at the consummation of an initial business combination will not be..., page
44

    16.
    We note
    your statement that “the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from
    the IPO will increase as the number of public shares redeemed increases.” Please expand on this disclosure to note the effective
    underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement on page 48.

Because
Pono’s Sponsor, officers and directors will lose their entire investment in Pono if the Business Combination..., page 45

    17.
    We note
    your statement that “As of June 30, 2023, Pono had no outstanding Sponsor Working Capital Loans, and there will likely be insufficient
    funds to pay the Sponsor Working Capital Loan if Pono does not complete a business combination.” Please clarify whether Pono
    expects to incur any Sponsor Working Capital Loans or address why there could be insufficient funds to pay the Sponsor Working Capital
    Loan if Pono had no outstanding Sponsor Working Capital Loans as of June 30, 2023.

Response:
Changes in response to the Staff’s comment have been reflected in the Amended Proxy Stat