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    345 Park Avenue

                                                   New York, NY 10154-1895

    Direct

                                                  Main

                                                   Fax

    212.407.4000

 212.407.4000

 212.407.4990

Via Edgar

May 7, 2024

Conlon Danberg

Lauren Nguyen

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.

    Revised Preliminary Proxy Statement on Schedule 14A

    Filed January 22, 2024

    File No. 001-41462

Dear Mr. Danberg and Ms. Nguyen:

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 February 22, 2024 (the “Comment Letter”) regarding
the Company’s Revised Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”).

The Company has filed via EDGAR an Amendment No.
2 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.

Revised Preliminary Proxy Statement on Schedule
14A filed January 22, 2024

SBC Medical Group Holdings Incorporated, page 23

    1.
    We note your response to previous comment 9. Please revise to describe the “service contracts” with Medical Corporation Association Furinkai and Medical Corporation Association Juunikai and explain how they are different from the franchise agreements.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 26, 172, and 174-177.

The Combined Entity may be a “controlled
company” within the meaning..., page 59

    2.
    We note your response to previous comment 19 and reissue in part. Please revise your summary section to provide prominent disclosure that the combined entity will be a controlled company within the meaning of the applicable rules of Nasdaq and that Dr. Yoshiyuki Aikawa will control approximately 66.6% of the number of voting power of your outstanding common stock, assuming no additional redemptions.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 27.

Risk Factors

Our reputation and the trading price of
our common stock may be negatively affected by adverse publicity..., page 73

    3.
    We note your revised disclosure in response to previous comment 23 and re-issue the comment in part. You state that “Our management team plans to conduct additional procedures and actions to mitigate risks of the short seller allegations.” Please clarify if SBC has been the subject of short seller allegations or if this risk factor is discussing allegations that may occur in the future. If SBC has been the subject of short seller allegations, please clearly explain what the allegations are and how they relate to your business. Additionally, please clarify if SBC is a publicly listed entity and how short sellers are able to benefit from a decline in a price of your securities.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 73.

Risk Factors

Our reputation and the trading price of
our common stock may be negatively affected by adverse publicity..., page 81

    4.
    We note your revised disclosure in response to previous comment 24 that “While the Company has never faced substantial compensation payouts or multiple compensations due to medical accidents in the past, with no material impact on business performance and a clean financial record, we acknowledge the absence of significant liability beyond our existing insurance coverage.” Please clarify what you mean by the absence of significant liability beyond your existing insurance coverage. Additionally, please clearly state whether you believe you maintain adequate levels of insurance relative to your business operations.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 81.

Background of the Business Combination,
page 123

    5.
    We note your revised disclosure in response to previous comment 28 and note that the enterprise value for SBC included in the December 15, 2022 initial LOI of $2.5 billion was based on financial projections that “represented revenue of approximately $1 billion and net income of $200,000.” Please clarify if these projections represented net income of $200 million rather than $200,000.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 123.

    2

    6.
    We note your disclosure that the initial draft of the Business Combination that was circulated on December 23, 2022 included a valuation of SBC at $1.2 billion rather than the $2.5 billion valuation included in the December 15, 2022 initial LOI. Please explain the change in valuation from $2.5 billion to $1.2 billion. In this regard, we note your disclosure that $2.5 billion valuation was based on financial projections that represented revenue of approximately $1 billion and net income of $200 million and your disclosure on page 128 that “The projections that SBC provided were prior to the restructuring of the SBC business entities and before any adjustments related to the change to US GAAP reporting.” However, $1 billion of revenue and $200 million of net income exceed the figures presented in the five year projections on page 130 which conclude with projected revenue of $645 million and net income of $124 million in 2027. Please explain if the projections underlying the $2.5 billion valuation were subsequently revised and, if so, provide additional disclosure regarding the timing and reasons for the revisions.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 129.

    7.
    We note your revised disclosure in response to previous comment 30 and re-issue the comment in part. Where you disclose general topics that were discussed at each meeting or call, please provide additional detail regarding the substance of those discussions. For example, where you disclose that the call on December 11, 2022 related to “diligence including questions to better understand the market for cosmetic treatment centers and the related management services, the sustainability of SBC’s profitability, and the viability of SBC’s expansion plans” please briefly discuss the substance of those discussions. Likewise, where you disclose that the calls on January 24, 2023 and January 26, 2023 included discussions of “structure, open due diligence items and merger process” please briefly explain if there were any material open issues or concerns discussed at such meetings in advance of the January 30, 2023 approval of the Merger Agreement.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 123 and 125.

8. We note your revised disclosure in response to previous comment
37 and re-issue the comment in part. Please revise your disclosure to discuss the following topics or explain:

 ● any
                                            discussions about the need to obtain additional financing for the combined company, such
                                            as a PIPE transaction, and the negotiation/marketing processes; and

 ● the
                                            negotiation of any contingent payments to be received by SBC’s shareholders, including
                                            the portion of the Escrow Shares.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 124 and 127.

Reasons for Approval of the Business Combination, page 128

    9.
    We note your statements that “In recommending the transaction, the Board reviewed three different approaches in determining the valuation of SBC: discounted cash flow, revenue multiple and earnings multiple” and “Based on the SBC’s ability to recognize revenue and consistent profitability, the Board deemed that the earning multiple approach to be the appropriate measure for the valuation.” Please clarify if discounted cash flow and revenue multiple valuations were prepared and provided to the Board or if the Board only reviewed a valuation based on earnings multiples. If such valuations were prepared and reviewed by the Board, please disclose those valuations and their underlying methodology.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 129.

    10.
    We note your statement that “Pono used the fiscal year 2022 financials provided by SBC in January 2023’ as the starting point of SBC’s valuation combined with a revenue growth rate of 15%.” Please disclose the relevant financial metrics included in the January 2022 financials that were used as a starting point for the valuation. Additionally, please explain how Pono arrived at a 15% revenue growth rate, including any underlying assumptions. Your disclosure should include both the total valuation of SBC and the specific methodology used to arrive at that valuation.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 129.

    3

    11.

    We note your statement that the report provided
    by EF Hutton “provided the average earnings multiples of approximately 32x and 26x for fiscal years 2023 and 2024, respectively,
    for back office service from the following companies: WNS (Holdings) Limited (NYSE: WNS), ExlService Holdings, Inc. (Nasdaq: EXLS), Startek,
    Inc (NYSE: SRT), TTEC Holdings, Inc (Nasdaq: TTEC), Atento (Private Company), Conduent (Nasdaq: CNDT), and Taskus (Nasdaq: TASK).”
    Please explain how EF Hutton selected the companies included in the list of comparable companies and why the multiples were based on “back
    office services.” Please disclose if any companies meeting the applicable criteria for comparable companies were nevertheless excluded
    from the list of comparable companies. Finally, please explain why the four comparable healthcare service companies used in the December
    15, 2022 initial LOI valuation (Surgery Partners (Nasdaq: SGRY),

    National HealthCare (NYSE: NHC), Community Health
    (NYSE: CYH), Encompass Health (NYSE: EHC)) were not included in the list of comparable companies.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 129.

    12.
    We note your disclosure that the report prepared by EF Hutton “provided the average earnings multiples of approximately 32x and 26x for fiscal years 2023 and 2024, respectively.” We also note your statement that “Pono used the fiscal year 2022 financials provided by SBC in January 2023’ as the starting point of SBC’s valuation combined with a revenue growth rate of 15%.” Please clarify how the earnings multiples in the report were used to arrive at a valuation for SBC. In this regard, we note that the financial statements of SBC for the fiscal year ended December 31, 2022 show SBC had 2022 net income of $6.7 million.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 129.

    13.
    We note your disclosure that the reduction in SBC’s earnings in the revised fiscal year 2022 financials “were primarily due to adjustment made to reflect US GAAP” and that “No other assumptions were changed, and the result is the SBC valuation was reduced from $1.2 billion to $1.0 billion.” When discussing the removal of the Medical Corporations from the A&R Merger Agreement on June 21, 2023 due to Japanese regulatory reasons you note that “The removal of the Medical Corporations from the A&R Merger Agreement required a reduction of the valuation.” Please clarify if the adjustments to reflect US GAAP are separate than the reduction of valuation as a result of the removal of the Medical Corporations.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 129.

Certain Projected Financial Information
for SBC, page 130

    14.
    We note that the Projections provided to Pono appearing on page 130 were significantly revised in your latest amendment. Please explain why these numbers changed and if Pono received multiple sets of projections. In this regard, we note your statement that “The above financial projections were provided prior to the restructuring of the SBC business entities and before any adjustments related to the change to US GAAP reporting.” If there were multiple sets of projections, please disclose both sets of projections, the respective dates they were received and the reason for the significant changes between the two.

Response: The Projections provided
to Pono contained in the initial proxy statement filing were included in error and represented preliminary numbers that were not used
by Pono or the Board in negotiating the Merger Consideration or approving the Business Combination. These projections were updated in
the prior amendment to correct that error. There were not multiple sets of projections.

    4

    15.
    We note the disclosure that SBC estimated future net income margins range from 17% to 19% and that Pono reviewed SBC’s historical financials and believes SBC’s history of profitability and experience in scaling its business will allow SBC to meet its projections. Please revise to explain how SBC’s historical financial results led to an estimated future net income margins range from 17% to 19%.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 132.

    16.
    We note the disclosure that Pono believes that SBC reflected in its projections an increase in expenses related to becoming a publicly traded company and for its expansion plans. Please revise to disclose and quantify these assumptions.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 132.

SBC Management Discussion & Analysis,
page 223

    17.
    Please clarify your disclosure to clearly quantify the impact that foreign exchange rate changes had on the reported change in total revenue for each period presented.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 228.

Warrants, page 241

    18.
    We note your revised disclosure here that “The Placement Warrants will be subject to the same terms and conditions as the Public Warrants, and among other matters, be redeemable by us and exercisable by the holders on the same basis as the Public Warrants” and your statement on page 94 that “None of the Placement Warrants or the Private Warra