SecProbe.io

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<TEXT>
 April 2, 2025

Brandon Robinson
Chief Executive Officer
New Horizon Aircraft Ltd.
7219 Eventrail Drive
Powell, OH, 43065

 Re: New Horizon Aircraft Ltd.
 Registration Statement on Form S-3
 Filed March 28, 2025
 File No. 333-286233
Dear Brandon Robinson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 New Horizon Aircraft
Ltd.

 3187 Highway 35

 Lindsay, Ontario,
Canada K9V 4R1

 (613) 866-1935

 April 2, 2025

 VIA EDGAR

 Division of Corporation
Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Eranga Dias

 Re:
 New Horizon Aircraft Ltd.

 Registration Statement on
 Form S-3

 File No. 333-286233

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, New Horizon Aircraft Ltd. hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Friday, April 4, 2025, or as soon as
practicable thereafter.

 Please
contact Peter Strand of Nelson Mullins Riley & Scarborough LLP via telephone at (202) 689-2983, or via email at peter.strand@nelsonmullins.com
with any questions and please notify him when this request for acceleration has been granted.

 Very truly yours,

 New Horizon Aircraft Ltd.

 /s/ Brandon
 Robinson

 Name: Brandon Robinson

 Title: Chief Executive Officer

 cc:
 Nelson Mullins Riley & Scarborough
 LLP

 Peter Strand

CORRESP
 1
 filename1.htm

 March 21, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Jennifer Angelini

 Erin Purnell

 Re:
 New Horizon Aircraft Ltd.

 Amendment No. 1 to Registration Statement on Form S-3

 File No. 333-285000

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, JonesTrading Institutional Services LLC hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday March 25, 2025, or as soon as practicable
thereafter.

 Very truly yours,

 JonesTrading Institutional Services LLC

 /s/ Burke Cook

 Burke Cook

 General Counsel & Secretary

 cc:
 Duane Morris LLP

 Dean Colucci

CORRESP
 1
 filename1.htm

 New Horizon Aircraft Ltd.

 3187 Highway 35

 Lindsay, Ontario, Canada K9V 4R1

 (613) 866-1935

 March 21, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Jennifer Angelini

 Erin Purnell

 Re:
 New Horizon Aircraft Ltd.

 Amendment No. 1 to Registration Statement on Form S-3

 File No. 333-285000

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, New Horizon Aircraft Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday March 25, 2025, or as soon as practicable thereafter.

 Please contact Peter Strand
of Nelson Mullins Riley & Scarborough LLP via telephone at (202) 689-2983, or via email at peter.strand@nelsonmullins.com with any
questions, and please notify him when this request for acceleration has been granted.

 Very truly yours,

 New Horizon Aircraft Ltd.

 /s/ Brandon Robinson

 Brandon Robinson

 Chief Executive Officer

 cc:
 Nelson Mullins Riley & Scarborough LLP

 Peter Strand

CORRESP
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 NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS
AT LAW

 Peter Strand
T: 202.689.2983
 Peter.strand@nelsonmullins.com

101 Constitution Avenue, NW
Suite 900
Washington D.C., 20001
T: 202.689.2800 F: 202.689.2860
 nelsonmullins.com

 March 14, 2025

 Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Jennifer Angelini

 Erin Purnell

 RE:
 New Horizon Aircraft Ltd.

 Registration Statement on Form S-3

 Filed February 14, 2025

 File No. 333-285000

 Ladies and Gentlemen:

 On behalf of New Horizon Aircraft Ltd. (the " Company "),
we are hereby responding to the letter dated February 20, 2025 (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-3 filed on February 14, 2025 (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.

 Form S-3 filed February 14, 2025

 General

 1. Please amend your Form 10-K for the year ended May 31, 2024 to also include an audit report that
reflects the audit of and opines on your financial statements as of and for the year ended May 31, 2023.

 Response : The Company respectfully
acknowledges the Staff's comment and advises the Staff that the Company has filed a Form 10-K/A with the SEC
to amend its Annual Report on Form 10-K for the year ended May 31, 2024, to include an audit report that reflects the audit of and opines
on the Company's financial statements as of and for the year ended May 31, 2023. Such report appears on page F-3 of the Form 10-K/A.

 2. Please revise the Experts section to additionally identify the auditor for your financial statements
as of and for the year ended May 31, 2023, and file the consent of such auditor as an exhibit to your registration statement.

 Response : The Company respectfully
acknowledges the Staff's comment and advises the Staff that it has updated the Experts section in the Amended Registration Statement
on page 33 of the base prospectus and page 14 of the sales agreement prospectus to identify the auditor for the Company's financial
statements as of and for the year ended May 31, 2023. The Company has filed the consent of such auditor as Exhibit 23.2 to the Amended
Registration Statement.

 Incorporation of Certain Information by Reference, page 34

 3. Please revise your disclosure to specifically incorporate by reference the Form 8-K filed on July
23, 2024, or tell us why you believe this is not required. Refer to Item 12(a)(2) of Form S-3.

 Response : The Company respectfully
acknowledges the Staff's comment and advises the Staff that it has revised the Amended Registration Statement on page 34 of the
base prospectus and page 15 of the sales agreement prospectus to incorporate by reference the Form 8-K filed on July 23, 2024.

 *****

 2

 If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact Peter Strand at (202) 689-2983.

 Very truly yours,

 /s/ E. Peter Strand

 E. Peter Strand

 cc: Brandon Robinson, Chief Executive Officer,
New Horizon Aircraft Ltd.

 3

February 20, 2025
Brandon Robinson
Chief Executive Officer
New Horizon Aircraft Ltd.
3187 Highway 35
Lindsay, Ontario K9V 4R1
Re:New Horizon Aircraft Ltd.
Registration Statement on Form S-3
Filed February 14, 2025
File No. 333-285000
Dear Brandon Robinson:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-3 filed February 14, 2025
General
1.Please amend your Form 10-K for the year ended May 31, 2024 to also include an
audit report that reflects the audit of and opines on your financial statements as of and
for the year ended May 31, 2023.
2.Please revise the Experts section to additionally identify the auditor for your financial
statements as of and for the year ended May 31, 2023, and file the consent of such
auditor as an exhibit to your registration statement.
Incorporation of Certain Information by Reference, page 34
3.Please revise your disclosure to specifically incorporate by reference the Form 8-K
filed on July 23, 2024, or tell us why you believe this is not required. Refer to Item
12(a)(2) of Form S-3.

February 20, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at 202-551-3454
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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VIA EDGAR

August 15, 2024

U.S. Securities and Exchange Commission Division of Corporation
Finance

Office of Manufacturing

100 F Street, NE Washington, D.C., 20549 Attn: Bradley Ecker

Evan Ewing

 Re: New Horizon Aircraft LTD.

Statement on Form
S-1, as amended

File No. 333-280086

Ladies and Gentlemen:

Pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton LLC, as the
representative of the underwriters (the “Representative”), hereby join in the request of New Horizon Aircraft LTD. (the
“Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1
(File No. 333-280086) (as amended, the “Registration Statement”), so that the Registration Statement may be declared
effective at 4:00 p.m., Eastern Time, on Monday August 19, 2024, or as soon thereafter as practicable. The undersigned, as the
Representative, confirms that it is aware of its obligations under the Securities Act.

The undersigned
confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Very truly yours,

    EF Hutton LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

CORRESP
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New Horizon Aircraft Ltd.

3187 Highway 35

Lindsay, Ontario, Canada K9V 4R1

(613) 866-1935

August 15, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Bradley Ecker

    Evan Ewing

    Re:
    New Horizon Aircraft

    Amendment No. 2 to Registration Statement on Form S-1

    File No. 333-280086

Ladies and
Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, New
Horizon Aircraft Ltd. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become
effective at 4:00 p.m. ET on Monday August 19, 2024, or as soon as practicable thereafter.

    Very truly yours,

    New Horizon Aircraft Ltd.

    /s/ Brandon Robinson

    Brandon Robinson

    Chief Executive Officer

    cc:
    Nelson Mullins Riley & Scarborough LLP

    Peter Strand

CORRESP
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New Horizon Aircraft Ltd.

3187 Highway 35

Lindsay, Ontario, Canada K9V 4R1

(613) 866-1935

July 16, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Patrick Fullem

    Bradley Ecker

    Re:
    New Horizon Aircraft

    Registration Statement on Form S-1

    File No. 333-280086

    Withdrawal of Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on July 12, 2024, in which we, New Horizon Aircraft Ltd., requested the acceleration of effectiveness
of the above referenced Registration Statement for 4:00 p.m. ET on Tuesday July 16, 2024, in accordance with Rule 461 promulgated under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and hereby request the withdrawal of the request for acceleration of the effective date.

    Very truly yours,

    New Horizon Aircraft Ltd.

    /s/ Brandon Robinson

    Brandon Robinson

    Chief Executive Officer

    cc:
    Nelson Mullins Riley & Scarborough LLP

    Peter Strand

CORRESP
1
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VIA EDGAR

July 12, 2024

U.S. Securities and Exchange Commission

Division of
Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C., 20549

Attn: Bradley Ecker

  Evan Ewing

Re: New Horizon Aircraft LTD.

  Statement
on Form S-1, as amended

  File
No. 333-280086

Ladies and Gentlemen:

Pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton LLC, as the representative
of the underwriters (the “Representative”), hereby join in the request of New Horizon Aircraft LTD. (the “Registrant”),
for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-280086) (as amended,
the “Registration Statement”), so that the Registration Statement may be declared effective at 4:00 p.m., Eastern Time, on
July 16, 2024, or as soon thereafter as practicable. The undersigned, as the Representative, confirms that it is aware of its obligations
under the Securities Act.

The undersigned
confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Very truly yours,

    EF Hutton LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

CORRESP
1
filename1.htm

New Horizon Aircraft Ltd.

3187 Highway 35

Lindsay, Ontario, Canada K9V 4R1

(613) 866-1935

July 12, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Bradley Ecker

    Evan Ewing

    Re:
    New Horizon Aircraft

    Amendment No. 1 to Registration Statement on Form S-1

    File No. 333-280086

Ladies and
Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, New Horizon Aircraft Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday July 16, 2024, or as soon as practicable thereafter.

    Very truly yours,

    New Horizon Aircraft Ltd.

    /s/ Brandon Robinson

    Brandon Robinson

    Chief Executive Officer

cc: Nelson Mullins Riley &
Scarborough LLP

  Peter Strand

United States securities and exchange commission logo
June 17, 2024
Brandon Robinson
Chief Executive Officer
New Horizon Aircraft Ltd.
3187 Highway 35
Lindsay, Ontario, K9V 4R1
Re:New Horizon Aircraft Ltd.
Registration Statement on Form S-1
Filed June 10, 2024
File No. 333-280086
Dear Brandon Robinson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Peter Strand

CORRESP
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New Horizon Aircraft Ltd.

3187 Highway 35

Lindsay, Ontario, Canada K9V 4R1

(613) 866-1935

May 9, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Bradley Ecker

    Evan Ewing

    Re:
    New Horizon Aircraft

    Amendment No. 1 to Registration Statement on Form S-1

    File No. 333-277063

Ladies and
Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, New Horizon Aircraft Ltd. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:00 p.m. ET on Friday May 10, 2024, or as soon as practicable thereafter.

    Very truly yours,

    New Horizon Aircraft Ltd.

    /s/ Brandon Robinson

    Brandon Robinson

    Chief Executive Officer

    cc:
    Nelson Mullins Riley & Scarborough LLP

    Peter Strand

CORRESP
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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    Peter Strand

    T: 202.689.2983

    Peter.strand@nelsonmullins.com

    101 Constitution Avenue, NW

    Suite 900

    Washington D.C., 20001

    T: 202.689.2800 F: 202.689.2860

    nelsonmullins.com

April 29, 2024

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Bradley Ecker

    Evan Ewing

    RE:
    New Horizon Aircraft Ltd.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed April 8, 2024

    File No. 333-277063

Ladies and Gentlemen:

On behalf of New Horizon Aircraft Ltd. (the “Company”),
we are hereby responding to the letter dated April 16, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Amendment No. 1 to Registration Statement on Form S-1 filed on April 8, 2024 (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. 2 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.

Amendment No. 1 to Registration Statement on Form S-1

MD&A, page 49

 1. Please revise the MD&A section to cover the periods covered by the financial
statements

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has updated the MD&A section in the Amended Registration Statement to cover the periods covered
by the financial statements.

*****

If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact Peter Strand at (202) 689-2983.

    Very truly yours,

    /s/ E. Peter Strand

    E. Peter Strand

cc: Brandon Robinson, Chief Executive Officer,
New Horizon Aircraft Ltd.

United States securities and exchange commission logo
April 16, 2024
Brandon Robinson
Chief Executive Officer
New Horizon Aircraft Ltd.
3187 Highway 35
Lindsay, Ontario, K9V 4R1
Re:New Horizon Aircraft Ltd.
Amendment No. 1 to Registration Statement on Form S-1
Filed on April 8, 2024
File No. 333-277063
Dear Brandon Robinson:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
MD&A, page 49
1.Please revise the MD&A section to cover the periods covered by the financial statements
of New Horizon Aircraft Ltd. that are included in the registration statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Bradley Ecker at 202-551-4985 or Evan Ewing at 202-551-5920 with
any questions.

 FirstName LastNameBrandon Robinson
 Comapany NameNew Horizon Aircraft Ltd.
 April 16, 2024 Page 2
 FirstName LastName
Brandon Robinson
New Horizon Aircraft Ltd.
April 16, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    Peter Strand

    T: 202.689.2983

    Peter.strand@nelsonmullins.com

    101 Constitution Avenue, NW

    Suite 900

    Washington D.C., 20001

    T: 202.689.2800 F: 202.689.2860

    nelsonmullins.com

April 5, 2024

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Bradley Ecker

    Evan Ewing

    RE:
    New Horizon Aircraft Ltd.

    Registration Statement on Form S-1

    Filed February 14, 2024

    File No. 333-277063

Ladies and Gentlemen:

On behalf of New Horizon Aircraft Ltd. (the “Company”),
we are hereby responding to the letter dated March 8, 2024 (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 February 14, 2024 (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 filed February 14, 2024

Cover Page

 1. Disclose the exercise prices of the warrants compared to the market price
of the underlying securities. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise
their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose
that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact
on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current
cash on hand.

Response: The Company acknowledges the Staff’s
comment that, as of the date of the Amended Registration Statement, the warrants are “out of the money.” The Company acknowledges
that the warrants could potentially continue to be out of the money in the future and therefore not exercised, and advises the Staff that
it has therefore revised the disclosure throughout, including on the cover page and pages 1, 5, 33, 34, 54 and 55 of the Amended Registration
Statement, to reflect such a possibility and the impact on liquidity and the Company’s ability to fund its operations with current
cash.

 2. We note the significant number of redemptions of your Common Shares in connection
with your business combination and that the shares being registered for resale will constitute a considerable percentage of your public
float. We also note that most of the shares being registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the Common Shares. Highlight, on your cover page, the significant negative impact sales of shares on
this registration statement could have on the public trading price of the Common Shares.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on the cover page and pages 1 and 25 of the Amended Registration Statement
as requested.

Forward Purchase Agreement, page 35

 3. Please update this section and revise to discuss the risks that the forward
purchase agreement may currently pose to other holders. For example, if applicable, discuss in MD&A how the forward purchase agreement
may impact the cash you have available for other purposes and to execute your business strategy.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 32 and 56 of the Amended Registration Statement as requested.

Management’s Discussion and Anaysis of Financial Condition
and Results of Operations, page 46

 4. In light of the significant number of redemptions and the unlikelihood that
the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the Common Shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss
the effect of this offering on the company’s ability to raise additional capital.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on pages 1, 33, and 54 of the Amended Registration Statement as requested.

 5. Please expand your discussion here to reflect the fact that this offering
involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of
the company’s common stock. Your discussion should highlight the fact that Mehana Capital LLC will be able to sell all of their
shares for so long as the registration statement of which this prospectus forms a part is available for use.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on the cover page and pages 1 and 25 of the Amended Registration Statement
as requested.

*****

    2

If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact Peter Strand at (202) 689-2983.

    Very truly yours,

    /s/ E. Peter Strand

    E. Peter Strand

cc: Brandon Robinson, Chief Executive Officer,
New Horizon Aircraft Ltd.

3

United States securities and exchange commission logo
March 8, 2024
Brandon Robinson
Chief Executive Officer
New Horizon Aircraft Ltd.
3187 Highway 35
Lindsay, Ontario, K9V 4R1
Re:New Horizon Aircraft Ltd.
Registration Statement on Form S-1
Filed on February 14, 2024
File No. 333-277063
Dear Brandon Robinson:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed February 14, 2024
Cover Page
1.Disclose the exercise prices of the warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
2.We note the significant number of redemptions of your Common Shares in connection
with your business combination and that the shares being registered for resale will
constitute a considerable percentage of your public float. We also note that most of the
shares being registered for resale were purchased by the selling securityholders for prices

 FirstName LastNameBrandon Robinson
 Comapany NameNew Horizon Aircraft Ltd.
 March 8, 2024 Page 2
 FirstName LastNameBrandon Robinson
New Horizon Aircraft Ltd.
March 8, 2024
Page 2
considerably below the current market price of the Common Shares. Highlight, on your
cover page, the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Common Shares.
Forward Purchase Agreement, page 35
3.Please update this section and revise to discuss the risks that the forward purchase
agreement may currently pose to other holders. For example, if applicable, discuss in
MD&A how the forward purchase agreement may impact the cash you have available for
other purposes and to execute your business strategy.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
46
4.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Common
Shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Mehana Capital LLC will be able to sell all of their shares for so
long as the registration statement of which this prospectus forms a part is available for
use.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Bradley Ecker at 202-551-4985 or Evan Ewing at 202-551-5920 with
any questions.
Sincerely,
Division of Corporation Finance

 FirstName LastNameBrandon Robinson
 Comapany NameNew Horizon Aircraft Ltd.
 March 8, 2024 Page 3
 FirstName LastName
Brandon Robinson
New Horizon Aircraft Ltd.
March 8, 2024
Page 3
Office of Manufacturing

CORRESP
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    Pono Capital Three, Inc.

    643 Ilalo St. #102

    Honolulu, Hawaii 96813

December 19, 2023

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jeff Gordon

    Andrew Blume

    Sarah Sidwell

    Asia Timmons-Pierce

    Re:
    Pono Capital Three,
Inc.

    Registration Statement on Form S-4

    Filed September 13, 2023, as amended

    File No. 333-274502

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Pono Capital Three, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 5:00 p.m. ET on Thursday, December 21, 2023, or as soon as practicable thereafter.

    Very truly yours,

    Pono Capital Three, Inc.

    /s/ Davin Kazama

    Davin Kazama

    Chief Executive Officer

  cc:
  Nelson Mullins Riley & Scarborough LLP

  E. Peter Stand

CORRESP
1
filename1.htm

    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.

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

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

United States securities and exchange commission logo
December 15, 2023
Davin Kazama
Chief Executive Officer
Pono Capital Three, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Three, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed on December 12, 2023
File No. 333-274502
Dear Davin Kazama:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 5, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed 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.

             Please contact Jeff Gordon at 202-551-3866 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,

 FirstName LastNameDavin Kazama
 Comapany NamePono Capital Three, Inc.
 December 15, 2023 Page 2
 FirstName LastName
Davin Kazama
Pono Capital Three, Inc.
December 15, 2023
Page 2
Division of Corporation Finance
Office of Manufacturing
cc:       Peter Strand

CORRESP
1
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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.

United States securities and exchange commission logo
December 5, 2023
Davin Kazama
Chief Executive Officer
Pono Capital Three, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Three, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed on November 20, 2023
File No. 333-274502
Dear Davin Kazama:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 6, 2023 letter.
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.
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.

 FirstName LastNameDavin Kazama
 Comapany NamePono Capital Three, Inc.
 December 5, 2023 Page 2
 FirstName LastName
Davin Kazama
Pono Capital Three, Inc.
December 5, 2023
Page 2
            Please contact Jeff Gordon at 202-551-3866 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Peter Strand

CORRESP
1
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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

November 20, 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. 1 to Registration Statement on Form S-4

Filed on October 23, 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 November 6, 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.
1 to Registration Statement on Form S-4 filed on October 23, 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.
2 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.

Form S-4/A filed October 23, 2023

General

 1. We note your response to prior comment 21. Please elaborate on the other covenants and commitments received by the holders of Founder
Shares and Placement Shares.

Response: The Company
has revised the disclosure on the cover letter and pages 54 and 161 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

Recommendation to Pono Shareholders, page 32

 2. We note your response to prior Comment 4 and reissue in part. Please quantify the aggregate dollar amount and describe the nature
of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of
securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement.

Response: The Company has revised the disclosure on pages
14, 32, 94, and 126 of the Amended Registration Statement as requested.

Unaudited Pro Forma Condensed Consolidated Combined Financial Information

Adjustments to Unaudited Pro Forma Condensed Consolidated Statement
of Financial Position, page 45

 3. We note your response to comment 5 and your disclosures in pro forma adjustment I indicating that the fair value of the Forward
Share Purchase Agreement derivative represents the full fair value of the Recycled Shares. Considering the derivative appears to represent
an embedded put option on your shares, clarify how you determined the derivative should equal the fair value of the underlying shares
as opposed to an amount calculated using a valuation technique appropriate under the circumstances. See ASC 820- 10-35-2 and ASC 820-10-35-24
through -24A.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the Company has valued the Forward Share Purchase Agreement in accordance
with guidance in ASC 820-10-35-2 and ASC 820-10-35-24 through -24A to estimate the price at which an orderly transaction to sell the
asset or to transfer the liability would take place between market participants at the measurement date under current market conditions
while maximizing relevant observable inputs. The Company has revised the Forward Share Purchase Agreement valuation within the unaudited
pro forma condensed consolidated balance sheet on pages 48 and 49 and related disclosure within adjustment L on page 48.

Information About Horizon

Overview, page 174

 4. We note your disclosure regarding a Special Flight Operations Certificate planned for Q3 2023. Please revise your disclosure to
provide an update on the current status of this certificate.

Response: The Company has revised the disclosure on page
178 of the Amended Registration Statement as requested.

*          *         *         *         *

    2

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.

3

United States securities and exchange commission logo
November 6, 2023
Davin Kazama
Chief Executive Officer
Pono Capital Three, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Three, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed on October 23, 2023
File No. 333-274502
Dear Davin Kazama:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 12, 2023 letter.
Form S-4/A filed October 23, 2023
General
1.We note your response to prior comment 21. Please elaborate on the other covenants and
commitments received by the holders of Founder Shares and Placement Shares.
Recommendation to Pono Shareholders, page 32
2.We note your response to prior Comment 4 and reissue in part. Please quantify the
aggregate dollar amount and describe the nature of what the sponsor and its affiliates have
at risk that depends on completion of a business combination. Include the current value of
securities held, loans extended, fees due, and out-of-pocket expenses for which the
sponsor and its affiliates are awaiting reimbursement.
Unaudited Pro Forma Condensed Consolidated Combined Financial Information

 FirstName LastNameDavin Kazama
 Comapany NamePono Capital Three, Inc.
 November 6, 2023 Page 2
 FirstName LastName
Davin Kazama
Pono Capital Three, Inc.
November 6, 2023
Page 2
Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Financial Position,
page 45
3.We note your response to comment 5 and your disclosures in pro forma adjustment I
indicating that the fair value of the Forward Share Purchase Agreement derivative
represents the full fair value of the Recycled Shares. Considering the derivative appears to
represent an embedded put option on your shares, clarify how you determined the
derivative should equal the fair value of the underlying shares as opposed to an amount
calculated using a valuation technique appropriate under the circumstances. See ASC 820-
10-35-2 and ASC 820-10-35-24 through -24A.
Information About Horizon
Overview, page 174
4.We note your disclosure regarding a Special Flight Operations Certificate planned for Q3
2023. Please revise your disclosure to provide an update on the current status of this
certificate.
            Please contact Jeff Gordon at 202-551-3866 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Peter Strand

CORRESP
1
filename1.htm

    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

October 20, 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.

Registration Statement on Form S-4

Filed September 13, 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 October 12, 2023 (the “Comment Letter”) from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), regarding the Company’s Registration
Statement on Form S-4 filed on September 13, 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. 1 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.

Registration Statement on Form S-4 filed September 13, 2023

Impact of the Business Combination on Pono’s Public Float, page
28

 1. Revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming
shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption
levels.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 29 of the Amended Registration Statement as requested.

 2. 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
any convertible securities, such as public warrants retained by redeeming shareholders and private warrants), at each of the redemption
levels detailed in your sensitivity analysis (i.e., minimum,
maximum, and interim redemption levels), including any needed assumptions.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 29 of the Amended Registration Statement as requested.

 3. Please revise the heading of your second column to reflect 50% redemption.

Response: The Company has revised the disclosure on page
29 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

Recommendation to Pono Shareholders, page 30

 4. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that
depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers
and directors, if material.

Response: The Company respectfully acknowledges the Staff’s comment and
advises the Staff that it has revised the disclosure on pages 32 and 123 of the Amended Registration Statement as requested.

Unaudited Pro Forma Condensed Consolidated Combined Financial Information

Adjustments to Unaudited Pro Forma Condensed Consolidated Statement
of Financial Position, page 44

 5. We note that pro forma adjustment E reflects the fair value of the Forward Share Purchase Agreement. Considering the agreement
appears to require the prepayment of an aggregate cash amount and additional “share consideration shares” payments, as
noted on pages 120- 121, please reflect such payments within your pro forma statement of financial position. Also reflect the impact
of the FPA Funding Amount Subscription Agreement disclosed on page 121. To the extent that further adjustments result in a pro
forma cash balance that is less than $5 million, clarify your disclosures to indicate whether or not such pro forma scenario violates
the minimum cash balance requirement and explain the reasons supporting the determination.

Response: The Company respectfully acknowledges the Staff’s comment and
advises the Staff that it has revised the disclosure on pages 39, 40, 41, 42, 45, 46, and 122 of the Amended Registration Statement as
requested.

Pono’s ability to consummate an initial business combination may
be adversely affected by economic uncertainty and volatility, page 65

 6. We note your risk factor indicating that inflation could affect your ability to consummate a business combination. Please update
this risk factor in future filings if recent inflationary pressures have materially impacted your or Horizon’s operations. In this
regard, identify the types of inflationary pressures you or Horizon are facing and how your business has been affected.

Response: The Company respectfully acknowledges the Staff’s
comment and informs the Staff that at this time, inflationary pressures have not impacted the Company’s or Horizon’s operations,
and undertake to update the risk factors in future filings as requested if recent inflationary pressures materially impact the Company’s
or Horizon’s operations.

Horizon is subject to cybersecurity risks to its operational systems,
security systems, infrastructure, integrated software in its aircraft, page 74

 7. We note on page 74 Horizon’s risk factor describing security breaches and cybersecurity risks and risks of data loss
due to security breaches as a material risk to Horizon’s business. Since cybersecurity and cyber-attacks are a potential risk,
please also disclose in this section the nature of the board’s role in overseeing Horizon’s cybersecurity risks, including in
connection with the company’s third party providers.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 76 of the Amended Registration Statement as requested.

    2

Forward Purchase Agreement, page 119

 8. Please highlight material differences in the terms and price of securities issued at the time of the IPO as compared to private
placements contemplated at the time of the business combination. Disclose if the SPAC’s sponsors, directors, officers
or their affiliates will participate in the private placement.

Response: The Company has revised the disclosure on page
122 of the Amended Registration Statement as requested.

Sources and Uses for the Business Combination, page 120

 9. We note your reference to footnote 4.  However, there does not appear to be a footnote 4. Please advise or revise.

Response: The Company has revised the disclosure on page
132 of the Amended Registration Statement as requested.

 10. Please revise to quantify the cash payment to Horizon shareholders.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that no cash payment is anticipated to Horizon shareholders. The Company has revised the disclosure on page
132 of the Amended Registration Statement accordingly.

Background of the Business Combination, page 124

 11. Please revise your disclosure in this section to include negotiations relating to material terms of the transaction, including,
but not limited to, structure, consideration, proposals and counter-proposals, size of PIPE, and minimum cash condition. In your
revised disclosure, please explain the reasons for the terms, each party’s position on the issues, and how you reached agreement on the
final terms.

Response: The Company has revised the disclosure on pages
126 and 127 of the Amended Registration Statement as requested.

The Business Combination

United States Federal Income Tax Considerations, page 133

 12. Please revise your disclosures here to more clearly state counsel’s tax opinion on whether the SPAC Continuance will
qualify as a reorganization. Also, state in your disclosure here that the discussion is the opinion of tax counsel and identify counsel.
Whenever there is significant doubt about the tax consequences of the transaction, it is permissible for the tax opinion to use “should”
rather than “will,” but counsel providing the opinion must explain why it cannot give a “will” opinion and describe
the degree of uncertainty in the opinion. Please refer to Sections III.B and C of Staff Legal Bulletin 19.

Response: The Company has revised the disclosure on page
135 of the Amended Registration Statement as requested.

Information about Horizon, page 171

 13. Please elaborate on your intellectual property. Please disclose the duration of your patents. See Item 101(h)(4)(vii) of Regulation
S-K.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 174 of the Amended Registration Statement as requested.

    3

The History of Horizon Aircraft, page 173

 14. Please revise to disclose that Horizon was previously a subsidiary of Astro Aerospace Ltd., a revoked public company.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on page 175 of the Amended Registration Statement as requested.

Description of Securities of New Pono Capital, page 189

 15. We understand the sponsor will receive additional securities pursuant to an antidilution adjustment for the company’s additional
financing activities. Please quantify the number and value of securities the sponsor will receive. In addition, disclose the ownership
percentages in the company before and after the additional financing to highlight dilution to public stockholders.

Response: The Company has revised the disclosure on page
191 of the Amended Registration Statement as requested, to reflect that the Sponsor has waived its anti-dilution rights.

Index to Financial Statements, page F-1

 16. Please note the updating requirements of Rule 8-08 of Regulation S-X in regards to the financial statements of both Pono Capital
Three, Inc. and Robinson Aircraft, ULC. Please similarly update the related financial information throughout the filing.

Response: The Company acknowledges the Staff’s
comment and undertakes that it will update the financial statements and related financial information of both the Company and Horizon
as necessary in future filings.

General

 17. It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose
the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related
to dilution.

Response: The Company has revised the disclosure on page
16 of the Amended Registration Statement as requested.

 18. We note that EF Hutton was an underwriter for the initial public offering of the SPAC. Please tell us, with a view to disclosure,
whether you have received notice from EF Hutton about it ceasing involvement in your transaction and how that may impact your deal or
the deferred underwriting compensation owed to EF Hutton for the SPAC’s initial public offering.

Response: The Company respectfully advises the Staff
that EF Hutton has informed it that EF Hutton does not intend to cease its involvement in the transaction.

 19. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S.
person.  Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled
by, or has substantial ties with a non U.S. person.  If so, also include risk factor disclosure that addresses how this fact could
impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able
to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the
time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of
the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response: The Company respectfully advises the Staff
that the Sponsor is not, is not controlled by, and does not have substantial ties with any non-U.S. person.

    4

 20. Please expand your disclosure regarding the sponsor’s ownership interest in the target company. Disclose the approximate
dollar value of the interest based on the transaction value and recent trading prices as compared to the price paid.

Response: The Company respectfully advises the Staff
that the Sponsor does not have any ownership interests in the target company.

 21. We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange
for this agreement.

Response: The Company has revised the disclosure on the
cover page and pages 51 and 158 of the Amended Registration Statement as requested.

 22. Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum
redemptions and identify any material resulting risks.

Response: The Company has revised the disclosure on pages
19 and 66 of the Amended Registration Statement as requested.

 23. We note that you have arranged to sell additional securities to raise funds to satisfy the minimum cash required to complete the
business combination transaction after returning funds to redeeming stockholders. Revise the disclosure to discuss the key terms of any
convertible securities and to disclose the potential impact of those securities on non- redeeming shareholders.

Response: The Company respectfully advises the Staff
that no offering of additional securities is currently contemplated. If any such offering is contemplated in the future, the Company undertakes
to revise its disclosure to provide the key terms of such offering and to disclose the potential impact of such securities on non-redeeming
shareholders.

 24. We note your disclosure on page 88 regarding “escrowed funds” to be used to purchase shares back from the investors
in the FPA.  Please quantify the “escrowed funds” to be used to purchase shares back from the investors.

Response: The Company respectfully informs the Staff’s
that upon further review, the risk factor on page 88 is inapplicable because the FPA provides for cash settlement and no escrow is necessary.
The Company has revised the disclosure on page 89 of the Amended Registration Statement accordingly.

 25. We note your disclosure that the board considered the risk that Horizon may not achieve its financial forecast.  Please revise
to describe the projections provided to the board.

Response: The Company respectfully advises the Staff
that the Company’s Board did not receive financial forecasts from Horizon and has revised the disclosure on page 130 of the Amended
Registration Statement accordingly.

*          *         *         *         *

    5

Please d

United States securities and exchange commission logo
October 12, 2023
Davin Kazama
Chief Executive Officer
Pono Capital Three, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Three, Inc.
Registration Statement on Form S-4
Filed on September 13, 2023
File No. 333-274502
Dear Davin Kazama:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-4 filed on September 13, 2023
Impact of the Business Combination on Pono's Public Float, page 28
1.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
2.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 any convertible securities, such as public warrants retained by redeeming
shareholders and private warrants), at each of the redemption levels detailed in your
sensitivity analysis (i.e., minimum, maximum, and interim redemption levels), including
any needed assumptions.
3.Please revise the heading of your second column to reflect 50% redemption.

 FirstName LastNameDavin Kazama
 Comapany NamePono Capital Three, Inc.
 October 12, 2023 Page 2
 FirstName LastNameDavin Kazama
Pono Capital Three, Inc.
October 12, 2023
Page 2
Recommendation to Pono Shareholders, page 30
4.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
Unaudited Pro Forma Condensed Consolidated Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Financial Position,
page 44
5.We note that pro forma adjustment E reflects the fair value of the Forward Share Purchase
Agreement. Considering the agreement appears to require the prepayment of an aggregate
cash amount and additional "share consideration shares" payments, as noted on pages 120-
121, please reflect such payments within your pro forma statement of financial
position. Also reflect the impact of the FPA Funding Amount Subscription Agreement
disclosed on page 121. To the extent that further adjustments result in a pro forma cash
balance that is less than $5 million, clarify your disclosures to indicate whether or not
such pro forma scenario violates the minimum cash balance requirement and explain the
reasons supporting the determination.
Pono's ability to consummate an initial business combination may be adversely affected by
economic uncertainty and volatility, page 65
6.We note your risk factor indicating that inflation could affect your ability to consummate
a business combination. Please update this risk factor in future filings if recent inflationary
pressures have materially impacted your or Horizon's operations. In this regard, identify
the types of inflationary pressures you or Horizon are facing and how your business has
been affected.
Horizon is subject to cybersecurity risks to its operational systems, security systems,
infrastructure, integrated software in its aircraft, page 74
7.We note on page 74 Horizon's risk factor describing security breaches
and cybersecurity risks and risks of data loss due to security breaches as a material risk to
Horizon's business. Since cybersecurity and cyber-attacks are a potential risk, please also
disclose in this section the nature of the board's role in overseeing
Horizon's cybersecurity risks, including in connection with the company's third party
providers.
Forward Purchase Agreement, page 119
8.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the

 FirstName LastNameDavin Kazama
 Comapany NamePono Capital Three, Inc.
 October 12, 2023 Page 3
 FirstName LastNameDavin Kazama
Pono Capital Three, Inc.
October 12, 2023
Page 3
business combination. Disclose if the SPAC’s sponsors, directors, officers or their
affiliates will participate in the private placement.
Sources and Uses for the Business Combination, page 120
9.We note your reference to footnote 4.  However, there does not appear to be a footnote 4.
Please advise or revise.
10.Please revise to quantify the cash payment to Horizon shareholders.
Background of he Business Combination, page 124
11.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, structure, consideration, proposals
and counter-proposals, size of PIPE, and minimum cash condition. In your revised
disclosure, please explain the reasons for the terms, each party's position on the issues,
and how you reached agreement on the final terms.
The Business Combination
United States Federal Income Tax Considerations, page 133
12.Please revise your disclosures here to more clearly state counsel’s tax opinion on whether
the SPAC Continuance will qualify as a reorganization. Also, state in your disclosure here
that the discussion is the opinion of tax counsel and identify counsel. Whenever there is
significant doubt about the tax consequences of the transaction, it is permissible for the tax
opinion to use “should” rather than “will,” but counsel providing the opinion must explain
why it cannot give a “will” opinion and describe the degree of uncertainty in the opinion.
Please refer to Sections III.B and C of Staff Legal Bulletin 19.
Information about Horizon, page 171
13.Please elaborate on your intellectual property. Please disclose the duration of your patents.
See Item 101(h)(4)(vii) of Regulation S-K.
The History of Horizon Aircraft, page 173
14.Please revise to disclose that Horizon was previously a subsidiary of Astro Aerospace
Ltd., a revoked public company.
Description of Securities of New Pono Capital, page 189
15.We understand the sponsor will receive additional securities pursuant to an antidilution
adjustment for the company’s additional financing activities. Please quantify the number
and value of securities the sponsor will receive. In addition, disclose the ownership
percentages in the company before and after the additional financing to highlight dilution
to public stockholders.
Index to Financial Statements, page F-1

 FirstName LastNameDavin Kazama
 Comapany NamePono Capital Three, Inc.
 October 12, 2023 Page 4
 FirstName LastNameDavin Kazama
Pono Capital Three, Inc.
October 12, 2023
Page 4
16.Please note the updating requirements of Rule 8-08 of Regulation S-X in regards to the
financial statements of both Pono Capital Three, Inc. and Robinson Aircraft, ULC. Please
similarly update the related financial information throughout the filing.
General
17.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
18.We note that EF Hutton was an underwriter for the initial public offering of the SPAC.
Please tell us, with a view to disclosure, whether you have received notice from EF Hutton
about it ceasing involvement in your transaction and how that may impact your deal or the
deferred underwriting compensation owed to EF Hutton for the SPAC’s initial public
offering.
19.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
20.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company. Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.
21.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
22.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
23.We note that you have arranged to sell additional securities to raise funds to satisfy the
minimum cash required to complete the business combination transaction after returning
funds to redeeming stockholders. Revise the disclosure to discuss the key terms of any

 FirstName LastNameDavin Kazama
 Comapany NamePono Capital Three, Inc.
 October 12, 2023 Page 5
 FirstName LastName
Davin Kazama
Pono Capital Three, Inc.
October 12, 2023
Page 5
convertible securities and to disclose the potential impact of those securities on non-
redeeming shareholders.
24.We note your disclosure on page 88 regarding “escrowed funds” to be used to purchase
shares back from the investors in the FPA.  Please quantify the "escrowed funds" to be
used to purchase shares back from the investors.
25.We note your disclosure that the board considered the risk that Horizon may not achieve
its financial forecast.  Please revise to describe the projections provided to the board.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jeff Gordon at 202-551-3866 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Peter Strand

CORRESP
1
filename1.htm

EF
Hutton,

Division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

February
7, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Pono
    Capital Three, Inc.

    Registration
    Statement on Form S-1, as amended

    Initially
    Filed November 10, 2022

    File
    No. 333-268283

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments,
LLC, as representative of the several underwriters, hereby joins Pono Capital Three, Inc. (the “Company”) in requesting that
the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (File No.
333-268283) (the “Registration Statement”), to become effective on Thursday, February 9, 2023, at 4:00 p.m., Eastern Time,
or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Nelson Mullins Riley & Scarborough
LLC, request by telephone that such Registration Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we, acting on behalf of the several underwriters, wish to advise you that, through February 7, 2023, we distributed to
each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies,
as well as “E-red” copies of the Preliminary Prospectus dated January 10, 2023, as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EF
    HUTTON,

    division
    of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

PONO
CAPITAL THREE, INC.

February
7, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

    Attention:
    Ameen Hamady

    Jennifer Monick

    Stacie Gorman

    Maryse Mills-Apenteng

    Re:
    Pono
    Capital Three, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-268283) (the “Registration Statement”)

Dear
Ladies and Gentlemen,

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Eastern time, on Thursday, February
9, 2023, or as soon thereafter as practicable.

Should
you have any questions concerning this request, please contact me at (808) 892-6611 or our counsel, Andrew M. Tucker at Nelson Mullins
Riley & Scarborough LLP at 202-689-2987.

[Signature
page follows]

643
Ilalo St. #102, Honolulu, Hawaii 96813

(808)
892-6611

    Very truly yours,

    Pono Capital Three, Inc.

    By:
    /s/ Davin
    Kazama

    Name:

    Title:

    Davin
    Kazama

    Chief
    Executive Officer

[Signature
Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

    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.

United States securities and exchange commission logo
December 7, 2022
Davin Kazama
Chief Executive Officer
Pono Capital Three, Inc.
643 Ilalo Street, #102
Honolulu, HI 96813
Re:Pono Capital Three, Inc.
Registration Statement on Form S-1
Filed November 10, 2022
File No. 333-268283
Dear Davin Kazama:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Risk Factors
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.

 FirstName LastNameDavin  Kazama
 Comapany NamePono Capital Three, Inc.
 December 7, 2022 Page 2
 FirstName LastName
Davin  Kazama
Pono Capital Three, Inc.
December 7, 2022
Page 2
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 such financings may impact public shareholders.
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 a director.  Refer to Item 401(e) of Regulation S-K.
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).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters.  Please contact Stacie Gorman at 202-551-3585 or Maryse Mills-Apenteng at 202-551-
3457 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Andrew M. Tucker, Esq.