SecProbe.io

CORRESP
 1
 filename1.htm

 SBC
Medical Group Holdings Incorporated

 200
Spectrum Center Dr., STE 300

 Irvine,
California 92618

 December
29, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
SBC Medical Group Holdings Incorporated

 Registration
Statement on Form S-3 Filed on December 29, 2025

 File
No. 333-292451

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), SBC Medical Group Holdings Incorporated
(the "Registrant") hereby respectfully requests that the Securities and Exchange Commission (the "Commission")
accelerate the effective date and time of the above-referenced Registration Statement on Form S-3 (the "Registration Statement"),
and declare the Registration Statement effective as of 4:30 p.m., Eastern Time, on December 30, 2025, or as soon thereafter as practicable.
In this regard, the Registrant is aware of its obligations under the Securities Act.

 The
Registrant requests that it be notified of such effectiveness by a telephone call to Arielle L. Katzman at (212) 455-7106.

 Sincerely,

 SBC Medical Group Holdings Incorporated

 /s/ Yuya Yoshida

 By:
 Yuya Yoshida

 Title:
 Chief Financial Officer

CORRESP
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SBC MEDICAL GROUP HOLDINGS INCORPORATED

200 Spectrum Center Dr., Suite 300

Irvine, California 92618

(949) 593-0250

October 16, 2024

CORRESPONDENCE FILING VIA EDGAR

Mr. Nicholas O’Leary

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:
    SBC Medical Group Holdings Incorporated

    Registration Statement on Form S-1

    Filed October 8, 2024

    File No. 333-282540

Dear Mr. O’Leary:

On behalf of SBC Medical Group
Holdings Incorporated (the “Company”), in accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared
effective at 4:00 P.M. Eastern Time on Friday, October 18, 2024, or as soon thereafter as is practicable.

The Company acknowledges that:

    ●
    should the U.S. Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Yoshiyuki Aikawa

    Yoshiyuki Aikawa

    Chief Executive Officer

    cc:
    Craig D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC

October 15, 2024
Yoshiyuki Aikawa
Chief Executive Officer
SBC Medical Group Holdings Inc.
200 Spectrum Center Dr., Suite 300
Irvine, CA 92618
Re:SBC Medical Group Holdings Inc.
Registration Statement on Form S-1
Filed October 8, 2024
File No. 333-282540
Dear Yoshiyuki Aikawa:
            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 Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Craig D. Linder, Esq.

August 9, 2024
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Two, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 9, 2023
File No. 001-41462
Dear Darryl Nakamoto:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Alexandria E. Kane, Esq.

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    345 Park Avenue

    New York, NY 10154-

    1895

    Direct 212.407.4000

Main 212.407.4000

Fax 212.407.4990

Via Edgar

August 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 August 1, 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 comment contained in the Staff’s letter dated August 6, 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.
6 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 August
1, 2024

Unaudited Pro Forma Condensed Combined and Consolidated Financial
Information, page 99

    1.
    We note your response to prior comment 5 and the addition of footnotes I and CC. Based on the disclosure, it appears Rule 11-02(a)(6) requires adjustment on the face of the pro forma financial statements for the accounting for the transaction, with the assumptions clearly explained in the footnote. Please revise accordingly.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement throughout the (i) Summary Unaudited Pro Forma Condensed
Combined and Consolidated Financial Information and (ii) Unaudited Pro Forma Condensed Combined and Consolidated Financial Information
sections, including the assumptions in footnotes I and CC on page 108.

Please do not hesitate to contact Mitchell Nussbaum
at (212) 407-4159 or Alexandria Kane at (212) 407-4017 if you would like additional information with respect to any of the foregoing.
Thank you.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

    cc:

    Darryl Nakamoto

    Pono Capital Two, Inc.

    Yoshiyuki Aikawa

    SBC Medical Group Holdings Incorporated

    Craig D. Linder, Esq.

    Anthony, Linder & Cacomanolis, PLLC

August 6, 2024
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Two, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed August 1, 2024
File No. 001-41462
Dear Darryl Nakamoto:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed August 1, 2024
Unaudited Pro Forma Condensed Combined and Consolidated Financial Information, page 99
1.We note your response to prior comment 5 and the addition of footnotes I and CC. Based
on the disclosure, it appears Rule 11-02(a)(6) requires adjustment on the face of the pro
forma financial statements for the accounting for the transaction, with the assumptions
clearly explained in the footnote. Please revise accordingly.
            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 Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions.

August 6, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Alexandria E. Kane, Esq.

CORRESP
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    345 Park Avenue

    New York, NY 10154-

    1895

    Direct 212.407.4000

Main 212.407.4000

Fax 212.407.4990

Via Edgar

July 31, 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 July 10, 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 July 19, 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.
5 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 July
10, 2024

Cover Page

    1.
    We re-issue prior comment 1 from our December 7, 2023 comment letter. We note your disclosure that the Merger Consideration is the aggregate value equal to (a) $1,000,000,000, minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital, plus (c) the amount, if any, by which SBC’s Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC at closing, minus (e) specified transaction expenses of SBC associated with the business combination. Please amend your cover page and elsewhere in the prospectus to provide an estimated per share merger consideration as of a recently practicable date.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on the cover page and pages 10, 29 and 117.

The Incentive Plan Proposal (Proposal 6),
page 150

    2.
    We note you deleted the placeholder disclosure indicating the approximate number of persons in each class of persons who will be eligible to participate in the Equity Incentive Plan. Please reinstate this disclosure. See Item 10(a)(1) of Schedule 14A.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 152.

Note 2(r), page F-65

    3.

    We have read your response to prior comment
    1 and reissue in part. It is not clear from the existing disclosures how you determined that the estimated residual value at
    dissolution of the non-profit equity investees has been determined to equal or exceed the corresponding carrying value of the
    investments. In this regard, we note that the carrying value of your investment in Medical Corporation Ritz Cosmetic Surgery exceeds
    its December 31, 2023 net assets by approximately $3.8 million. Please expand SBC's critical accounting policy disclosures on page
    243 to fully explain your accounting for these cost-method investments and to identify any known factors that could materially
    impact SBC's ability to recover the corresponding carrying values. At a minimum, please disclose in the filing how you considered
    the following factors when applying your investment impairment accounting policy for both investees discussed in your response: the
    known excess of carrying value over the investee's net assets; any legal or regulatory limitations on your ability to realize the
    full amount of proceeds generated from a liquidation of these non-profit entities; how you determined that estimated residual values
    exceed the corresponding net asset amounts given that asset liquidation values may generally be expected to be less than the amounts
    reported in the financial statements; and any known recent adverse operating results of the investees such as the losses generated
    by both investees in 2023. Additionally, please confirm that such disclosures will be included in your future Exchange Act filings,
    if applicable. See Item 303(b)(3) of Regulation S-K.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 246. SBC undertakes to include such disclosures
in its future Exchange Act filings, when applicable.

Note 15, page F-84

    4.
    We have read your response to prior comment 2 and reissue in part. Given that the September 8, 2023 transaction was a recapitalization between entities under common control, it remains unclear why you have not retroactively adjusted the reported SBC December 31, 2022 and 2023, and the March 31, 2023 EPS data to use 7.9 million shares in your calculations of EPS. Given that SBC is 100% owned by Mr. Aikawa (page 266), it appears that the number of shares used in your EPS calculations should be the same for all periods presented. Please revise or clarify the basis for your presentation.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 43, 105, F-55, F-84, F-91, F-93, F-94, F-99,
and F-121.

    2

    5.
    We note your disclosure concerning the warrants issued to HeartCore on November 18, 2022. Please clarify for us the accounting guidance you are following with respect to the measurement of any expense related to these warrants. Also, please add disclosure in a risk factor, in the MD&A section and in a note to the pro forma financial statements if in management's view there may be a material charge related to these warrants in the period that the subject merger is consummated. Please disclose a reasonable estimate of the expense that will be recognized based on known facts and circumstances including any proceeds received by HeartCore from sales of these warrants. Further, please clarify for us whether the Zuu Target Fund referenced on page 13 is in anyway affiliated with SBC or SBC's controlling shareholder. We may have further comment.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 86, 107-108, and 243.

The warrants issued to HeartCore on
November 18, 2022 are accounted for by SBC in accordance with ASC 718. Specifically, for the expense measurement, we refer to ASC 718-10-30,
which states that the stock-based compensation generally shall be measured based on the fair value at the grant date of the equity instruments.
Furthermore, according to the Common Stock Purchase Warrant Agreement ("Warrant Agreement") that SBC entered into with HeartCore
on November 18, 2022, the warrants are not exercisable before SBC (i) completes its initial public offering ("IPO") or (ii)
consummates a merger with a special purpose acquisition company ("SPAC") or any other fundamental transactions defined in the
Warrant Agreement. As of December 31, 2023, HeartCore's ability to exercise the warrants is still contingent on SBC's attainment of a
liquidity event, i.e., a successful IPO or consummation of a merger with a SPAC, which represents a performance condition of exercisability
under ASC 718, SBC did not recognize any stock-based compensation expense for the warrants as a liquidity event such as an IPO is generally
not considered probable until it occurs. Recognition of the compensation expense at the time the liquidity event occurs is consistent
with the guidance in ASC 805-20-55-50 through 55-51, which states that termination benefits triggered by the consummation of
a business combination should be recognized when the business combination is consummated.

The fair value assessment of the warrants
is currently in process, involving external experts. However, it is estimated that they will represent 2.7% of the outstanding common
stock on a fully diluted basis, indicating a significant material impact. Therefore, based on the SEC staff's input, we have decided it's
necessary to alert readers of the Proxy Statement to this matter. As such, we have amended the Proxy Statement to reflect this in the
Risk Factors, MD&A section, and notes to the pro forma financial statements. The revisions indicate that the valuation of the warrants
is in process and that the maximum impact is estimated to be equivalent to 2.7% of SBC’s assumed enterprise value at the time the
warrants were issued. Due to an ongoing evaluation process with external experts, we cannot disclose exact figures at this time. However,
based on the "Background of the Business Combination" section, we preliminarily estimate the entity’s fair value at the
time of grant to be $1.0 billion. Therefore, we estimate that the maximum potential warrant valuation would be 2.7% of $1.0 billion, which
is approximately $27 million.

Additionally, in March 2024, HeartCore
sold an equivalent of 2% of the total common stock on a fully diluted basis to Second ZUU Target Fund. However, SBC has not received disclosures
regarding the details of this transaction or the basis for the sale price determination. Therefore, SBC does not consider their transaction
amount as a basis for warrant fair value calculation. Furthermore, Second ZUU Target Fund has no affiliations with SBC, its CEO, or their
relatives.

    3

Please do not hesitate to contact Mitchell Nussbaum
at (212) 407-4159 or Alexandria Kane at (212) 407-4017 if you would like additional information with respect to any of the foregoing.
Thank you.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

    cc:

    Darryl Nakamoto

    Pono Capital Two, Inc.

    Yoshiyuki Aikawa

    SBC Medical Group Holdings Incorporated

    Craig D. Linder, Esq.

    Anthony, Linder & Cacomanolis, PLLC

4

July 19, 2024
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Two, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed July 10, 2024
File No. 001-41462
Dear Darryl Nakamoto:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed July 10, 2024
Cover Page
1.We re-issue prior comment 1 from our December 7, 2023 comment letter. We note your
disclosure that the Merger Consideration is the aggregate value equal to (a)
$1,000,000,000, minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net
Working Capital, plus (c) the amount, if any, by which SBC’s Net Working Capital
exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness
(minus cash held by SBC) of SBC at closing, minus (e) specified transaction expenses of
SBC associated with the business combination. Please amend your cover page and
elsewhere in the prospectus to provide an estimated per share merger consideration as of a
recently practicable date.
The Incentive Plan Proposal (Proposal 6), page 150
2.We note you deleted the placeholder disclosure indicating the approximate number of
persons in each class of persons who will be eligible to participate in the Equity Incentive
Plan. Please reinstate this disclosure. See Item 10(a)(1) of Schedule 14A.

July 19, 2024
Page 2
Note 2(r), page F-65
3.We have read your response to prior comment 1 and reissue in part. It is not clear from
the existing disclosures how you determined that the estimated residual value at
dissolution of the non-profit equity investees has been determined to equal or exceed the
corresponding carrying value of the investments. In this regard, we note that the carrying
value of your investment in Medical Corporation Ritz Cosmetic Surgery exceeds its
December 31, 2023 net assets by approximately $3.8 million. Please expand
SBC's critical accounting policy disclosures on page 243 to fully explain your accounting
for these cost-method investments and to identify any known factors that could materially
impact SBC's ability to recover the corresponding carrying values. At a minimum, please
disclose in the filing how you considered the following factors when applying your
investment impairment accounting policy for both investees discussed in your response:
the known excess of carrying value over the investee's net assets; any legal or regulatory
limitations on your ability to realize the full amount of proceeds generated from a
liquidation of these non-profit entities; how you determined that estimated residual values
exceed the corresponding net asset amounts given that asset liquidation values
may generally be expected to be less than the amounts reported in the financial
statements; and any known recent adverse operating results of the investees such as the
losses generated by both investees in 2023. Additionally, please confirm that such
disclosures will be included in your future Exchange Act filings, if applicable. See Item
303(b)(3) of Regulation S-K.
Note 15, page F-84
4.We have read your response to prior comment 2 and reissue in part. Given that the
September 8, 2023 transaction was a recapitalization between entities under common
control, it remains unclear why you have not retroactively adjusted the reported SBC
December 31, 2022 and 2023, and the March 31, 2023 EPS data to use 7.9 million shares
in your calculations of EPS. Given that SBC is 100% owned by Mr. Aikawa (page 266), it
appears that the number of shares used in your EPS calculations should be the same for all
periods presented. Please revise or clarify the basis for your presentation.
5.We note your disclosure concerning the warrants issued to HeartCore on November 18,
2022. Please clarify for us the accounting guidance you are following with respect to the
measurement of any expense related to these warrants. Also, please add disclosure in a
risk factor, in the MD&A section and in a note to the pro forma financial statements if in
management's view there may be a material charge related to these warrants in the period
that the subject merger is consummated. Please disclose a reasonable estimate of the
expense that will be recognized based on known facts and circumstances including any
proceeds received by HeartCore from sales of these warrants. Further, please clarify for us
whether the Zuu Target Fund referenced on page 13 is in anyway affiliated with SBC or
SBC's controlling shareholder. We may have further comment.
            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.

July 19, 2024
Page 3
            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Alexandria E. Kane, Esq.

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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

July 9, 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 June 17, 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 June 21, 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.
4 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 June 17, 2024

Note 2(r), page F-65

    1.
    We have read your response to prior comment 7 and reissue in part. You state that these MC investments “represent probable future benefit to be realized at the time of dissolution of MCs or the equity interests being sold.” Since the MC’s are non-profit entities, it is not clear how you reasonably concluded that it is probable that their residual interests upon liquidation would equal or exceed their carrying value as of the Balance Sheet date. For Medical Corporation Jukeikai and for Medical Corporation Ritz Cosmetic Surgery, please provide us the following data for the period ended December 31, 2023: carrying value of the investment; the MC’s annual sales; the MC’s annual net income (loss); the operating performance measure used in your impairment test; the MC’s total assets; the MC’s total liabilities; and the estimated residual value at dissolution. We note in your response that you have access to MCs’ financial information and test impairment based on the MC’s operating performance.

Response: SBC respectfully advises
the Staff that although the MCs are non-profit entities, their principal operations are providing healthcare services and derive their
primary source of revenue from the sale of goods and services, rather than the fund contributions.

Please see the following unaudited financial
data of Medical Corporation Jukeikai (“MC Jukeikai”) and Medical Corporation
Ritz Cosmetic Surgery (“MC Ritz”) as of December 31, 2023, and for the year then ended, among which, SBC used sales,
increase in sales, net income (loss) and total net assets as operating performance measures in its impairment test.

    MC Jukeikai
    MC Ritz

    Carrying value of the investment in MC
    $ 7,626,184
    $ 12,157,011

    Sales
      24,558,459
      11,584,813

    Increase in sales
      8,276,073
      4,024,815

    Net income (loss)
      (1,676,976 )
      (488,276 )

    Total assets
      18,477,648
      11,384,235

    Total liabilities
      11,632,221
      2,987,707

    Total net assets
      6,845,427
      8,396,528

    Approximate estimate of residual value at dissolution
      7,900,000
      12,300,000

SBC acquired the equity interests of
the two MCs from the previous equity interest holders with the considerations paid higher than the net asset values at the respective
purchase dates due to the expected growth and expansion of the MCs. The two MCs have been generating net income since the acquisition
dates through the year ended December 31, 2022. The net loss generated in the year ended December 31, 2023 was mainly due to the opening
of new clinics, which was in line with their plan of expansion. As of December 31, 2022, MC Jukeikai and MC Ritz had only four and one
clinics, respectively. During the year ended December 31, 2023, MC Jukeikai and MC Ritz opened three and four new clinics, respectively,
and incurred approximately $756,000 and $646,000, respectively, in one-time expenses to set up those clinics. In addition, more selling,
general, and administrative expenses were incurred accordingly, such as payroll, rent and advertising expenses to support the expansion.
The MCs generated net losses for the year ended December 31, 2023, which is normal during the opening of clinics and is considered temporary
in its industry. SBC and the MCs are confident that the MCs’ sales will grow gradually over the next few years and that the MCs will
be able to generate net income in the next one to two years. SBC did not observe any other-than-temporary impairment indicators.

Note 15, page F-84

    2.
    Please explain how the September 8, 2023 recapitalization was accounted for in the prior period EPS data presented on pages F-55 and F-99.

Response: SBC respectfully advises
the Staff that SBC Medical Group Holdings Incorporated (“SBC USA”) was incorporated on January 20, 2023 and issued 1,000 and
7,947,999 shares of common stock to the CEO of SBC on January 31, 2023 and September 6, 2023, respectively. No other shares of stock were
issued prior to those dates. On September 8, 2023, SBC USA issued one common share to the CEO of SBC, the sole shareholder of SBC Medical
Group Co., Ltd. (“SBC Japan”), in exchange for the 100% ownership interest of SBC Japan he held. The financial statements were
retrospectively stated as if the share exchange occurred in the first period to be presented, i.e., the one share of common stock issued.
While other common stock issuances that were not related to the share exchange were reflected as equity movements during the respective
periods. Therefore, with the effect of recapitalization, there were 1 and 1,001 shares of common stock issued and outstanding as of December
31, 2022 and March 31, 2023, respectively; and there were 1 and 664 weighted average shares of common stock outstanding as of December
31, 2022 and March 31, 2023, respectively. Changes in response to the Staff’s comment have been reflected in the Amended Proxy Statement
on pages F-59 and F-103.

    2

Please do not hesitate to contact Mitchell Nussbaum
at (212) 407-4159 or Alexandria Kane at (212) 407-4017 if you would like additional information with respect to any of the foregoing.
Thank you.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

    cc:

    Darryl Nakamoto

    Pono Capital Two, Inc.

    Yoshiyuki Aikawa

    SBC Medical Group Holdings Incorporated

    Craig D. Linder, Esq.

    Anthony, Linder & Cacomanolis, PLLC

3

United States securities and exchange commission logo
June 21, 2024
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Two, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed June 17, 2024
File No. 001-41462
Dear Darryl Nakamoto:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed June 17, 2024
Note 2(r), page F-65
1.We have read your response to prior comment 7 and reissue in part. You state that these
MC investments "represent probable future benefit to be realized at the time of dissolution
of MCs or the equity interests being sold." Since the MC's are non-profit entities, it is not
clear how you reasonably concluded that it is probable that their residual interests upon
liquidation would equal or exceed their carrying value as of the Balance Sheet date. For
Medical Corporation Jukeikai and for Medical Corporation Ritz Cosmetic Surgery, please
provide us the following data for the period ended December 31, 2023: carrying value of
the investment; the MC's annual sales; the MC's annual net income (loss); the operating
performance measure used in your impairment test; the MC's total assets; the MC's total
liabilities; and the estimated residual value at dissolution. We note in your response that
you have access to MCs' financial information and test impairment based on the MC's
operating performance.
Note 15, page F-84

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 June 21, 2024 Page 2
 FirstName LastName
Darryl Nakamoto
Pono Capital Two, Inc.
June 21, 2024
Page 2
2.Please explain how the September 8, 2023 recapitalization was accounted for in the prior
period EPS data presented on pages F-55 and F-99.
            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 Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Alexandria E. Kane, Esq.

CORRESP
1
filename1.htm

    345 Park Avenue
 New York, NY 10154-

                                                   1895

    Direct

                                                   Main Fax

    212.407.4000
 212.407.4000
 212.407.4990

Via Edgar

June 14, 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 May 7, 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 May 24, 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.
3 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 May 7, 2024

Letter to Shareholders, page 2

    1.
    Please revise to highlight that the Combined Entity will be a “controlled company” within the meaning of the applicable rules of Nasdaq and, upon closing, Dr. Yoshiyuki Aikawa will control approximately 66.9% of the voting power of your outstanding common stock if there are no additional redemptions by the Combined Company’s public stockholders.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement in the letter to shareholders.

Risk Factors

Risks Related to Pono and the Business Combination

If Pono is deemed to be an investment company
for purposes of the Investment Company Act of

1940..., page 68

    2.
    We note your revised disclosure in response to prior comment 22 and re-issue the comment in part. Please expand on this risk factor to address the risk that if you are found to be operating as an unregistered investment company, you may be required to change your operations or register as an investment company under the Investment Company Act. If you believe that under such circumstances, Pono would abandon its efforts to complete an initial business combination and liquidate rather than attempt to change its operations or register as an investment company, please state that clearly in the risk factor.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 69-70.

Nasdaq may delist Pono’s securities from
its exchange which could limit investors’ ability to

make transactions in its securities...,
page 90

    3.
    Please update this risk factor to disclose the recent notices from Nasdaq informing Pono of its non-compliance with continued listing rules and describe how Pono will address the non-compliance and its potential impact on your ability to close an initial business combination.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on pages 92-93.

Non-redemption Agreement, page 98

    4.
    We note your disclosure regarding the non-redemption agreement with an unaffiliated investor pursuant to which the investor will acquire 1,500,00 to 1,700,000 shares of Class A common stock from public stockholders in the open market, at prices no higher than the redemption price per share payable to stockholders who exercise redemption rights in connection with the stockholder vote to approve the Company’s proposed business combination. The non-redemption agreement appears to contemplate the purchase of Class A common stock by the investors outside the redemption offer in exchange for consideration paid by the Company or its affiliates. Please provide us with your analysis as to how the purchases under these agreements comply with Rule 14e-5. To the extent you are relying on Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide an analysis regarding how it applies to your circumstances. In particular, please clarify if the shares being purchased could be voted in favor of approving the business combination transaction.

Response: As the Staff noted
in Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 (March 22, 2022) (the “C&DI”), the
Staff “will not object to purchases by the SPAC sponsor or its affiliates outside of the redemption offer as long as” certain
conditions are satisfied. The Company believes it has met those conditions as follows:

 ● the
Securities Act registration statement or proxy statement filed for the business combination transaction discloses the possibility that
the SPAC sponsor or its affiliates will purchase the SPAC securities outside the redemption process, along with the purpose of such purchases;

We direct the Staff to the disclosure
throughout the Amended Proxy Statement, including page 98, which discloses the possibility of such purchases outside the redemption process.

 ● the SPAC sponsor or its affiliates will purchase
the SPAC securities at a price no higher than the price offered through the SPAC redemption process;

We direct the Staff to the
disclosure on page 100, as well as the terms of the non-redemption agreement included as Exhibit 10.1 to Pono’s current report
on Form 8-K filed with the SEC on January 17, 2024, which states that the price paid by the Holder shall be no higher than the
redemption price pursuant to the terms of the non-redemption agreement.

    2

 ● the Securities Act registration statement
or proxy statement filed for the business combination transaction includes a representation that any SPAC securities purchased by the
SPAC sponsor or its affiliates would not be voted in favor of approving the business combination transaction;

We direct the Staff to the
disclosure on page 100, as well as the terms of the non-redemption agreement included as Exhibit 10.1 to Pono’s current report
on Form 8-K filed with the SEC on January 17, 2024, which states that the Holder shall not vote any shares in connection with the
business combination pursuant to the terms of the non-redemption agreement.

 ● the SPAC sponsor and its affiliates do not
possess any redemption rights with respect to the SPAC securities or, if they possess redemption rights, they waive such rights; and

We direct the Staff to the
disclosure on page 100, as well as the terms of the non-redemption agreement included as Exhibit 10.1 to Pono’s current report
on Form 8-K filed with the SEC on January 17, 2024, which states that the Holder has agreed to waive all redemption rights with
respect to the shares of Class A common stock held by the Holder pursuant to the non-redemption agreement.

 ● the SPAC discloses in a Form 8-K, prior to
the security holder meeting to approve the business combination transaction, the following:

 o the amount of SPAC securities purchased outside of the redemption offer by the SPAC sponsor or its
affiliates, along with the purchase price;

Pono commits to disclose the amount of
Pono securities purchased outside of the redemption offer by the Holder, along with the purchase price in a Form 8-K prior to the special
meeting to approve the Business Combination.

 o the purpose of the purchases by the SPAC sponsor or its affiliates;

Pono confirms that it will disclose the
purpose of the purchases by the Holder in a Form 8-K prior to the special meeting to approve the Business Combination.

 o the impact, if any, of the purchases by the SPAC sponsor or its affiliates on the likelihood that the
business combination transaction will be approved;

Pono confirms that it will disclose the
impact, if any, of the purchases by the Holder on the likelihood that the Business Combination will be approved in a Form 8-K prior to
the special meeting to approve the Business Combination.

 o the identities of SPAC security holders who sold to the SPAC sponsor or its affiliates (if not purchased
on the open market) or the nature of SPAC security holders (e.g., 5% security holders) who sold to the SPAC sponsor or its affiliates;
and

Pono confirms that it will disclose such
information in a Form 8-K prior to the special meeting to approve the Business Combination.

 o the number of SPAC securities for which the SPAC has received redemption requests pursuant to its redemption
offer.

Pono confirms that it will disclose such
information in a Form 8-K prior to the special meeting to approve the Business Combination.

    5.
    We note your description here of a non-redemption agreement with one unaffiliated investor. You also define “Non-Redemption Agreements” to be “the non-redemption agreements entered into by Pono and the Sponsor and certain unaffiliated stockholders owning, in the aggregate, 998,682 shares of Pono Class A common stock prior to entering into the Non-Redemption Agreements, pursuant to which such stockholders agreed, among other things, not to redeem or exercise any right to redeem such public shares in connection with the extension of Pono from May 9, 2023 to February 9, 2024.” Please consider revising your disclosure to distinguish between the non-redemption agreements.

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

Background of the Business Combination,
page 125

    6.
    We note your disclosure that “[o]n January 22, 2023, SBC provided Pono management with revised financial statements. The statements reflected a reduction of revenue and net income to $321 million and $54 million, respectively. The revised projections were primarily a result of the restructuring of the SBC business entities and the change in reporting to US GAAP.” Please clarify if these revised financial statements were the reason the valuation of SBC was revised from $2.5 billion in the initial LOI to $1.2 billion in the initial draft of the Business Combination Agreement.

Response: Changes in response
to the Staff’s comment have been reflected in the Amended Proxy Statement on page 128.

    3

Note 2(a), page F-36

    7.

    We note your response to prior comment 21
    and re-issue in part. Please expand your disclosure to clearly identify all unconsolidated entities in which you own a majority
    equity interest. Quantify the voting interest you have in each of these entities. Disclose whether you are applying the cost method
    or the equity method for these investments. If you do not apply the VIE accounting model to these entities based on the
    not-for-profit entities scope exception then that accounting policy should be clearly disclosed. If these equity investments do not
    include any substantive voting or profit distribution rights, then please clearly disclose the business purpose of these
    investments. If asset recoverability can only be accomplished through liquidation of the investees, which are all non-profit
    entities, then clearly disclose how you reasonably concluded that the assets are recoverable. It appears that these assets should be
    classified as equity investments on your Balance Sheets instead of as “long-term payments” and that the guidance and
    disclosures required by ASC 321 are applicable. Disclose how purchases of these investments are classified in the Statements of Cash
    Flows. Compliance with ASC 230-10-45-13b. should be clearly evident. In this regard it appears that these equity investments convey
    certain rights of ownership.

Response: SBC respectfully acknowledges
the Staff’s comment and performed a reassessment of those long-term payments and reclassified the assets as equity investments under
ASC 321. SBC elected to use the measurement alternative to measure those investments at cost, less impairment. ASC 321-10-35-3 outlines
impairment indicators the entities should consider at each reporting period including but not limited to the following:

 1. A significant deterioration in the earnings performance, credit rating, asset quality, or business prospects
of the investee.

 2. A significant adverse change in the regulatory, economic, or technological environment of the investee.

 3. A significant adverse change in the general market condition of either the geographic area or the industry
in which the investee operates.

 4. A bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the
same or similar investment for an amount less than the carrying amount of that investment.

 5. Factors that raise significant concerns about the investee’s ability to continue as a going concern,
such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt
covenants.

The qualitative assessment is similar
to the impairment test SBC performed for the recoverability of the long-term payments, which were recorded at cost, and assessed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, such as the following:

 1. A significant decrease in the market price of a long-lived asset (asset group).

 2. A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being
used or in its physical condition.

 3. A significant adverse change in legal factors or in the business climate that could affect the value of
a long-lived asset (asset group), including an adverse action or assessment by a regulator.

 4. An accumulation of costs significantly in excess of the amount originally expected for the acquisition
or construction of a long-lived asset (asset group).

 5. A current-period operating or cash flow loss combined with a history of operating or cash flow losses
or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group).

 6. A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise
disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood
that is more than 50 percent.

    4

As the long-term payments made by SBC
to acquire the equity interests of non-profit MCs are very unique under the medical-related laws and regulations of the Japanese Medical
Care Act, SBC named the assets as long-term payments previously. The measurement of investment in equity interests pursuant to ASC 321
resulted in no difference from accounting perspective because the underlying data used for impairment analysis are very similar. As SBC
provides comprehensive management services to MCs, including accounting and bookkeeping services, it has access to MCs' financial information
and tests impairment based on MCs' operating perform

United States securities and exchange commission logo
May 24, 2024
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Two, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed May 7, 2024
File No. 001-41462
Dear Darryl Nakamoto:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed May 7, 2024
Letter to Shareholders, page 2
1.Please revise to highlight that the Combined Entity will be a “controlled company” within
the meaning of the applicable rules of Nasdaq and, upon closing, Dr. Yoshiyuki Aikawa
will control approximately 66.9% of the voting power of your outstanding common stock
if there are no additional redemptions by the Combined Company’s public stockholders.
Risk Factors
Risks Related to Pono and the Business Combination
If Pono is deemed to be an investment company for purposes of the Investment Company Act of
1940..., page 68
2.We note your revised disclosure in response to prior comment 22 and re-issue the
comment in part. Please expand on this risk factor to address the risk that if you are found
to be operating as an unregistered investment company, you may be required to change
your operations or register as an investment company under the Investment Company Act.
If you believe that under such circumstances, Pono would abandon its efforts to complete

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 May 24, 2024 Page 2
 FirstName LastNameDarryl Nakamoto
Pono Capital Two, Inc.
May 24, 2024
Page 2
an initial business combination and liquidate rather than attempt to change its
operations or register as an investment company, please state that clearly in the risk
factor.
Nasdaq may delist Pono's securities from its exchange which could limit investors' ability to
make transactions in its securities..., page 90
3.Please update this risk factor to disclose the recent notices from Nasdaq informing Pono
of its non-compliance with continued listing rules and describe how Pono will address the
non-compliance and its potential impact on your ability to close an initial business
combination.
Non-redemption Agreement, page 98
4.We note your disclosure regarding the non-redemption agreement with an unaffiliated
investor pursuant to which the investor will acquire 1,500,00 to 1,700,000 shares of Class
A common stock from public stockholders in the open market, at prices no higher than the
redemption price per share payable to stockholders who exercise redemption rights in
connection with the stockholder vote to approve the Company’s proposed business
combination. The non-redemption agreement appears to contemplate the purchase of
Class A common stock by the investors outside the redemption offer in exchange for
consideration paid by the Company or its affiliates. Please provide us with your analysis
as to how the purchases under these agreements comply with Rule 14e-5. To the extent
you are relying on Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 (March 22, 2022), please provide an analysis regarding how it
applies to your circumstances. In particular, please clarify if the shares being
purchased could be voted in favor of approving the business combination transaction.
5.We note your description here of a non-redemption agreement with one unaffiliated
investor. You also define "Non-Redemption Agreements” to be "the non-redemption
agreements entered into by Pono and the Sponsor and certain unaffiliated stockholders
owning, in the aggregate, 998,682 shares of Pono Class A common stock prior to entering
into the Non-Redemption Agreements, pursuant to which such stockholders agreed,
among other things, not to redeem or exercise any right to redeem such public shares in
connection with the extension of Pono from May 9, 2023 to February 9, 2024." Please
consider revising your disclosure to distinguish between the non-redemption agreements.
Background of the Business Combination, page 125
6.We note your disclosure that "[o]n January 22, 2023, SBC provided Pono management
with revised financial statements. The statements reflected a reduction of revenue and net
income to $321 million and $54 million, respectively. The revised projections were
primarily a result of the restructuring of the SBC business entities and the change in
reporting to US GAAP." Please clarify if these revised financial statements were the
reason the valuation of SBC was revised from $2.5 billion in the initial LOI to $1.2 billion

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 May 24, 2024 Page 3
 FirstName LastNameDarryl Nakamoto
Pono Capital Two, Inc.
May 24, 2024
Page 3
in the initial draft of the Business Combination Agreement.
Note 2(a), page F-36
7.We note your response to prior comment 21 and re-issue in part. Please expand your
disclosure to clearly identify all unconsolidated entities in which you own a majority
equity interest. Quantify the voting interest you have in each of these entities. Disclose
whether you are applying the cost method or the equity method for these investments. If
you do not apply the VIE accounting model to these entities based on the not-for-profit
entities scope exception then that accounting policy should be clearly disclosed. If these
equity investments do not include any substantive voting or profit distribution rights, then
please clearly disclose the business purpose of these investments. If asset recoverability
can only be accomplished through liquidation of the investees, which are all non-profit
entities, then clearly disclose how you reasonably concluded that the assets are
recoverable. It appears that these assets should be classified as equity investments on your
Balance Sheets instead of as "long-term payments" and that the guidance and disclosures
required by ASC 321 are applicable. Disclose how purchases of these investments are
classified in the Statements of Cash Flows. Compliance with ASC 230-10-45-13b. should
be clearly evident. In this regard it appears that these equity investments convey certain
rights of ownership.
Note 2(u), page F-43
8.Based on the disclosure in Note 16, it appears that only $1.4 million of your $29.4 million
December 31, 2022 "Advances from Customers -- related parties" balance was recognized
as revenue in 2023. Please expand your revenue recognition policy disclosure to fully
describe the transactions included in this liability account and the relevant material rights
and obligations of the Company and of the Customer. Explain why only a minimal
amount was recognized as revenue.
Note 18, page F-66
9.You disclose that in January 2024, in connection with a routine tax examination of the
Company’s income tax returns, the Japanese tax authority discovered misappropriations of
Company funds by a former director. Please clarify for us how you were able to measure
the impact of the misappropriations on your reported revenue and advances from
customers accounts. Specifically, it is not clear why your restated 2022 net income
decreased by $1.1 million and advances from customers increased by $4.2 million. In light
of the related party disclosure on page 232, please disclose whether the "former director"
is a relative of the CEO. Regarding the corresponding risk factor disclosure on page 84,
please tell us why your system of internal controls failed to detect this misappropriation of
funds and whether you are implementing any responsive changes in your system of
internal controls. Explain to us how the information in your tax return enabled the
misappropriation to be detected by the tax authority.

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 May 24, 2024 Page 4
 FirstName LastName
Darryl Nakamoto
Pono Capital Two, Inc.
May 24, 2024
Page 4
            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 Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Alexandria E. Kane, Esq.

CORRESP
1
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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

United States securities and exchange commission logo
February 22, 2024
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Two, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed January 22, 2024
File No. 001-41462
Dear Darryl Nakamoto:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.
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.

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 February 22, 2024 Page 2
 FirstName LastNameDarryl Nakamoto
Pono Capital Two, Inc.
February 22, 2024
Page 2
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.
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.
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.
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

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 February 22, 2024 Page 3
 FirstName LastNameDarryl Nakamoto
Pono Capital Two, Inc.
February 22, 2024
Page 3
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.
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.
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.
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.
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.
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,

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 February 22, 2024 Page 4
 FirstName LastNameDarryl Nakamoto
Pono Capital Two, Inc.
February 22, 2024
Page 4
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.
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.
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.
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.
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

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 February 22, 2024 Page 5
 FirstName LastNameDarryl Nakamoto
Pono Capital Two, Inc.
February 22, 2024
Page 5
net income margins range from 17% to 19%.
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.
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.
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 Warrants (or if issued, any warrants underlying the Working Capital Units) will be
redeemable by New Pono for cash so long as they are held by the Sponsor or its permitted
transferees." Please reconcile these disclosures and clarify if the Placement Warrants or
the Private Warrants will be redeemable by New Pono for cash to the extent they are held
by the Sponsor or its permitted transferees. If there is a difference between the public and
private warrants in this regard, please add risk factor disclosure regarding the difference.
Management after the Business Combination, page 259
19.We reissue comment 57 with respect to Dr. Aikawa and Mr. Yoshida. Because they are
being nominated to serve on the board of directors of New Pono, please state the specific
experience, skills, qualifications and attributes of each director nominee that led you to the
conclusion that each such director should serve as one of the directors of the combined
company.
Statements of Cash Flows, page F-50
20.Based on your response to prior comment 61, it is unclear why the "Long-term payments -
- related parties" transactions are classified as operating activities instead of as investing
activities. In this regard, it appears that these cash transactions were to acquire equity
interests. Please revise here and on page F-86, if necessary.
Note 17, page F-112
21.It appears that SBC acquired a 100% equity interest in 4 related party Medical
Corporations in August 2023. Please clarify for us whether these entities are consolidated
in the SBC financial statements for all periods presented. Please provide an analysis that
supports your accounting for these entities. If the transactions with these entities that are
outlined in your footnote disclosure have been eliminated in consolidation then please
clarify the disclosure. Your disclosure on page 223 states that you lack voting control over

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 February 22, 2024 Page 6
 FirstName LastName
Darryl Nakamoto
Pono Capital Two, Inc.
February 22, 2024
Page 6
these entities but that determination is unclear given your 100% equity interest.
General
22.We note your disclosure on page F-7 that the proceeds of the Trust Account "will be
invested only in U.S. government treasury obligations with maturities of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act, which invest only in direct U.S. government treasury
obligations." If the assets in your Trust Account are securities, including U.S. Government
securities or shares of money market funds registered under the Investment Company Act
and regulated pursuant to rule 2a-7 of that Act, please disclose the risk that you could be
considered to be operating as an unregistered investment company. Disclose that if you
are found to be operating as an unregistered investment company, you may be required to
change your operations, wind down your operations, or register as an investment company
under the Investment Company Act. Also please include disclosure with respect to the
consequences to investors if you are required to wind down your operations as a result of
this status, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and any warrants, which would expire worthless.
            We remind you that the company and its management

United States securities and exchange commission logo
January 22, 2024
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Two, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed January 11, 2024
File No. 001-41462
Dear Darryl Nakamoto:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Alexandria E. Kane, Esq.

CORRESP
1
filename1.htm

    345 Park
    Avenue

    New York,
    NY 10154-1895

    Direct

    Main

    Fax

    212.407.4000

                                            212.407.4000

                                            212.407.4990

Via
Edgar

January 19, 2024

Conlon
Danberg

Jane
Park

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Pono Capital Two, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    November 9, 2023

    File
    No. 001-41462

Dear
Mr. Danberg and Ms. Park:

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

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

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

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

Cover
Page

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

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

Market
and Industry Data, page 1

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

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

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

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

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

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

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

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

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

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

    2

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

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

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

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

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

SBC
Medical Group Holdings Incorporated, page 23

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

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

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

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

Summary
of the Proxy Statement, page 23

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

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

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

    3

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

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

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

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

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

Merger
Closing Conditions, page 26

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

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

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

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

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

Risk
Factors, page 41

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

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

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

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

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

    4

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

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

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

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

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

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

United States securities and exchange commission logo
December 7, 2023
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Two, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 9, 2023
File No. 001-41462
Dear Darryl Nakamoto:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 9, 2023
Cover Page
1.We note your disclosure that the Merger Consideration is the aggregate value equal to (a)
$1,000,000,000, minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net
Working Capital, plus (c) the amount, if any, by which SBC’s Net Working Capital
exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness
(minus cash held by SBC) of SBC at closing, minus (e) specified transaction expenses of
SBC associated with the business combination. Please amend your cover page and
elsewhere in the prospectus to provide an estimated per share merger consideration as of a
recently practicable date.
Market and Industry Data, page 1
2.We note your statements that "SBC cannot assure you of the accuracy and completeness
of such information, and it has not independently verified the market and industry data
contained in this proxy statement or the underlying assumptions relied on therein. As a
result, you should be aware that it is possible that any such market, industry and other

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 December 7, 2023 Page 2
 FirstName LastName
Darryl Nakamoto
Pono Capital Two, Inc.
December 7, 2023
Page 2
similar data may not in fact be reliable." It is not appropriate to directly or indirectly
disclaim liability for statements in your registration statement. We also refer to your
statements on page 5 that investors "should not place undue reliance" on the forward-
looking statements in deciding how to vote their shares of Pono Common Stock on the
proposals set forth in the proxy statement. You also caution investors on page 119 not to
place undue reliance on prospective financial information included in the prospectus.
Please revise these statements to remove any implication that investors are not entitled to
rely on disclosure in your registration statement or specifically state that you take liability
for these statements.
Q: What equity stake will current stockholders of Pono and SBC securityholders hold in the
Combined Entity after the Closing?, page 12
3.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions. In particular, we note that the
illustrative table excludes 634,375 shares of common stock underlying the Placement
Warrants. Please revise to include such shares or explain why you believe they should be
excluded. We also note your disclosure on page F-75 regarding warrants to be issued to
HeartCore Enterprise, Inc. and on page 174 regarding various options and warrants issued
to SBC's CEO and employees and certain immediate family members of SBC's CEO that
do not appear to be reflected in the table. Please also revise your ownership table on page
29 accordingly and include at least one interim redemption scenario in between those you
currently present.
4.Please revise your disclosure in the sensitivity analysis of redemption scenarios to show
the potential impact of redemptions on the per share value of the shares owned by non-
redeeming shareholders.
Q: Did the Special Committee of the Pono Board obtain a third-party valuation or fairness
opinion...?, page 12
5.We note your statement that "The Special Committee of Pono’s board of directors did
obtain a third-party fairness opinion in connection with their determination to approve the
Business Combination." If true, please revise to clarify that Pono's board of directors
did not obtain a third-party fairness opinion. Additionally, please expand on this
disclosure to note what consideration, if any, the Pono board of directors gave to obtaining
a third-party fairness opinion and if it discussed obtaining a fairness opinion with any
financial advisors.

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 December 7, 2023 Page 3
 FirstName LastName
Darryl Nakamoto
Pono Capital Two, Inc.
December 7, 2023
Page 3
Q: What interests do Pono's current officers and directors have in the Business Combination?,
page 14
6.Please revise your disclosure here and elsewhere in the prospectus to include the current
value of any out-of-pocket expenses for which the Sponsor and Pono's officers and
directors and their affiliates are awaiting reimbursement.
7.We note that certain shareholders, including the Sponsor and the company’s officers and
directors, have agreed to waive their redemption rights. Please describe any consideration
provided in exchange for this agreement. Please also revise your disclosure summarizing
the background of the business combination to discuss the negotiation of this agreement.
SBC Medical Group Holdings Incorporated, page 23
8.We note your statements here and on page 206 that SBC is headquartered in Delaware and
your statements on pages 77, 159 and 202 that SBC is headquartered in Japan. Please
reconcile these disclosures.
9.We note your statement here and similar statements elsewhere in the proxy statement that
"There are currently six medical corporations that the Company’s subsidiaries have
entered into franchisor-franchisee contracts and service contracts with." On page 174, you
note that "Since September 2023, the Company started providing services to two
additional MCs in Japan, namely, Medical Corporation Association Furinkai and Medical
Corporation Association Junikai, which are considered as related parties of the Company
as the relatives of the CEO of the Company being Members of the two MCs." Please
update your disclosure throughout the proxy statement to reflect these two additional
Medical Corporations.
Summary of the Proxy Statement, page 23
10.Please revise to expand your descriptions of SBC and Pono, including but not limited to,
the following:

•Please revise your disclosure here and on page 159 to clarify when SBC was founded
and to discuss the important events in the development of the company's business.
We refer to your disclosure on page 166 that the company's brand name “Shonan
Beauty Clinic” has been developed for over 20 years in the medical industry, but you
also disclose on page 159 that SBC began providing management services to its
franchisee treatment center in 2017;
•Please provide a breakdown of total revenues from management services by category
of activity. We refer to your disclosure on pages 69 and 162 that SBC depends on and
earns substantial revenue through the franchisee clinic customer reward program in
addition to its franchising and procurement revenues;
•Please balance your disclosure to include equally prominent disclosure of the
limitations you face in implementing your business strategy, including but not limited

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 December 7, 2023 Page 4
 FirstName LastNameDarryl Nakamoto
Pono Capital Two, Inc.
December 7, 2023
Page 4
to, SBC's significant amount of indebtedness and dependence on a limited number of
franchisees; and
•Please also revise the Summary to disclose that the audit report for Pono includes a
paragraph related to substantial doubt about the ability of Pono to continue as a going
concern.
11.We refer to your diagram of the organizational structure of SBC prior to the business
combination on page 160. Please amend your disclosure, where appropriate, to provide a
diagram of the post-business combination ownership structure of the combined entity and
include ownership percentages of the relevant parties in both diagrams.
Merger Closing Conditions, page 26
12.We note that one condition to the Business Combination is the Restructuring having been
completed. Here or elsewhere in the Summary of the Proxy Statement, please clearly note
whether the Restructuring has already been completed. If it has not, please note if the
disclosure in the proxy statement reflects SBC's business and corporate structure as it
currently exists or as you anticipate it will exist following the Restructuring. If the
Restructuring has not yet occurred, please include risk factor disclosure regarding the
potential impacts on SBC's business if the terms of the Restructuring were to change.
Impact of the Business Combination on Pono's Public Float, page 29
13.We note that in the table of illustrative ownership levels, the Non-Redemption Agreement
Investors are shown to hold 339,565 shares. This appears to represent the portion of
the 1,200,000 Sponsor Shares which will be issued to the Non-Redemption Agreement
Investors pursuant to the Non-Redemption Agreements. However, on page 3 you note that
the Non-Redemption Agreement Investors own, in the aggregate, 998,682 shares of Pono
Class A common stock. Please clarify if the Non-Redemption Agreement Investors will
hold both their existing 998,682 shares and 339,565 of the Sponsor Shares.
Risk Factors, page 41
14.We note that the Post-Closing Board will be divided into three classes, with only one class
of directors being elected in each year. Please include risk factor disclosure regarding the
classified board.
The ability of Pono's stockholders to exercise redemption rights..., page 41
15.We note your disclosure that "if a larger number of shares are submitted for redemption
than Pono currently expects, Pono may need to seek to restructure the transaction to
reserve a greater portion of the cash in the Trust Account." Please expand on this risk
factor to discuss the Non-Redemption Agreements covering 998,682 shares of Pono
Class A common stock and the impact such Non-Redemption Agreements are expected to
have on your ability to satisfy the net tangible asset requirement under the Merger
Agreement.

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 December 7, 2023 Page 5
 FirstName LastNameDarryl Nakamoto
Pono Capital Two, Inc.
December 7, 2023
Page 5
Deferred underwriting fees in connection with the IPO and payable at the consummation of an
initial business combination will not be..., page 44
16.We note your statement that "the amount of effective total underwriting commissions as a
percentage of the aggregate proceeds from the IPO will increase as the number of public
shares redeemed increases." Please expand on this disclosure to note the effective
underwriting fee on a percentage basis for shares at each redemption level presented in
your sensitivity analysis related to dilution.
Because Pono's Sponsor, officers and directors will lose their entire investment in Pono if the
Business Combination..., page 45
17.We note your statement that "As of June 30, 2023, Pono had no outstanding Sponsor
Working Capital Loans, and there will likely be insufficient funds to pay the Sponsor
Working Capital Loan if Pono does not complete a business combination." Please clarify
whether Pono expects to incur any Sponsor Working Capital Loans or address why there
could be insufficient funds to pay the Sponsor Working Capital Loan if Pono had no
outstanding Sponsor Working Capital Loans as of June 30, 2023.
Pono's warrant agreement designates the courts of the State of New York..., page 57
18.Please expand on this risk factor to discuss the risk that the exclusive forum provision may
impose additional costs on warrant holders in pursuing any such claims.
The Combined Entity may be a "controlled company" within the meaning..., page 59
19.We note your statement that "depending on the number of shares of common stock
redeemed by the Combined Entity’s public stockholders, the former SBC equity holders
may control a majority of the voting power of the Combined Entity’s outstanding common
stock, and New Pono may then be a “controlled company” within the meaning of
applicable rules of Nasdaq upon the Closing of the Business Combination." Please clarify
if and how the number the redemptions may impact whether the former SBC equity
holders control a majority of the voting power of the Combined Entity and revise to
identify the controlling stockholder and the stockholder's total voting power. In this
regard, we note your disclosure on page 239 that Yoshiyuki Aikaw currently beneficially
owns 100% of the shares of SBC common stock and your disclosure on page 11 that "the
SBC securityholders will own approximately 91.9% of the outstanding capital stock of the
Combined Entity."

20.To the extent you anticipate Dr. Aikawa will hold a majority of the voting interests in the
Combined Company, please add risk factor disclosure noting this fact and any associated
risks. For example, if true, please note that Dr. Aikawa will have the ability to exercise
significant influence over the Combined Company through the election of directors or the
approval of corporate actions requiring stockholder approval, that minority stockholders

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 December 7, 2023 Page 6
 FirstName LastName
Darryl Nakamoto
Pono Capital Two, Inc.
December 7, 2023
Page 6
will have a limited ability to influence the corporate governance of the Combined
Company through voting rights and that Dr. Aikawa's ownership percentage could
discourage others from pursuing any potential acquisition of the Combined Company.
Additionally, please include prominent disclosure of Dr. Aikawa's anticipated ownership
interests in the Summary of the Proxy Statement section.
We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022..., page 64
21.Describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
We have limited control with respect to the operations of our franchisees..., page 66
22.We note your disclosure that the Medical Corporations are independent business operators
and may disagree with your strategies regarding the business. You also disclose that you
do not exercise control over the day-to-day operations of their clinics, except to the extent
governed by your management services contracts. Please revise to discuss any ability of
the company’s management to override any decisions by the Medical Corporations. Please
also expand your disclosure of the material terms of your management services contracts,
including but not limited to, the terms and management fees.
Our reputation and the trading price of our common stock may be negatively affected by adverse
publicity..., page 68
23.We note your statements that "Our management team plans to conduct additional
procedures and actions to mitigate risks of the short seller allegations. However, we may
be constrained in the manner in which we can proceed against the relevant short sellers by
principles of freedom of speech, applicable state law or issues of commercial
confidentiality." Please expand on these statements to describe the short seller allega

CORRESP
1
filename1.htm

EF
Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

August
2, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Pono
                                            Capital Two, Inc.

                                            Registration Statement on Form S-1, as amended

                                            Initially Filed June 14, 2022

                                            File No. 333-265571

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 Two, 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.
333-265571) (the “Registration Statement”), to become effective on Thursday, August 4, 2022, 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 August 2, 2022, 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 July 25, 2022, 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 TWO, INC.

August
2, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Benjamin Holt

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

                                                         Registration Statement on Form S-1

    (File
    No. 333-265571) (the “Registration Statement”)

Dear
Mr. Holt,

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, August
4, 2022, 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 Two, Inc.

    By:
    /s/
    Darryl Nakamoto

    Name:
    Darryl
    Nakamoto

     Title:
    Chief Executive Officer

[Signature
Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

    NELSON
                           MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS
    AND COUNSELORS AT LAW

    An
        d y T uc k e r

    T
    : ( 2 0 2 ) 6 8 9 - 2 9 8 7

    andy.tucker@nelsonmullins.com

    101
        Constitution Ave, NW, Suite 900

    Washington,
    DC 20001

    T:
    202.689.2800 F: 202.689.2860

    nelsonmullins.com

July
21, 2022

VIA
EDGAR AND OVERNIGHT DELIVERY

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attention:
Office of Real Estate & Construction

RE: Pono
                                            Capital Two, Inc.

Registration
Statement on Form S-1

Filed
June 14, 2022

File
No. 333-265571

Ladies
and Gentlemen:

On
behalf of Pono Capital Two, Inc., a corporation organized under the law of Delaware (the “Company”), we are transmitting
this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter
dated July 11, 2022 with respect to the Company’s Registration Statement (“Registration Statement”). This letter is
being submitted together with the Registration Statement, which filing reflects the Staff’s comments. The bold and numbered paragraphs
below correspond to the numbered paragraphs in the Staff’s letter and is followed by the Company’s response. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Registration
Statement on Form S-1 filed June 14, 2022

General

    1.
    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.
    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. Disclose that as a result, the pool of potential targets with which you could
    complete an initial business combination may be limited. 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’s sponsor, Mehana Capital LLC, is controlled by a U.S. person, but has substantial ties with non-U.S. persons in Japan.
The Company has added a risk factor to the Registration Statement on page 36 disclosing the CFIUS related risks discussed above.

California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York North Carolina | South Carolina | Tennessee
| West Virginia

July
21, 2022

Page
2

    2.
    We
    note your risk factors disclosure on page 48 that funds from the sale of forward-purchase shares may be used as part of the consideration
    in your initial business combination, and that the forward-purchase investor’s obligations to purchase units are subject to
    termination prior to the closing of the sale by mutual consent of the parties. However, disclosure on pages 9 and 72 refers to forward
    purchase and backstop agreements that you may enter into following consummation of this offering. Please revise to clarify whether
    a forward purchase agreement is contemplated or has been executed, and if so, disclose the material terms of such agreement.

Response:
A forward purchase agreement is not contemplated and has not been executed. References to a forward purchase agreement have been removed
throughout the Registration Statement.

Summary

The
Offering, page 10

    3.
    Please
    revise your page 17 disclosure to clarify that holders of the placement units will be entitled to registration rights.

Response:
The Company has revised the page 17 disclosure to clarify that holders of the placement units will be entitled to registration rights.

Risk
Factors, page 33

 4. We
                                            note your risk factors disclosure on page 49 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.

Response:
The Company has revised the page 49 disclosure to describe how issuing shares to investors in PIPE transactions at less than the market
price at that time may impact public shareholders.

July
21, 2022

Page
3

Management,
page 102

 5. 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.

Response:
The Company has added the specific experience, qualifications, attributes or skills that led to the conclusion that each director or
director nominee should serve as a director.

Principal
Stockholders, page 112

 6. 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 has clarified in its principal stockholders table that Dustin Shindo is the control person of the Sponsor, and possesses
all voting power.

Description
of Securities

Our
Amended and Restated Certificate of Incorporation

Exclusive
forum for certain lawsuits, page 127

 7. Please
                                            reconcile your prospectus description of the exclusive forum provision and your amended and
                                            restated certificate of incorporation description of the exclusive forum provision. In this
                                            regard, we note that the prospectus states the exclusive forum provision will not apply to
                                            actions brought under the Securities Act. This suggests, as provided by Section 22 of the
                                            Securities Act, that federal and state courts will have concurrent jurisdiction over such
                                            claims. However, Section 13.1 of your amended and restated certificate of incorporation states
                                            the federal courts shall be the exclusive forum for the resolution of any complaint arising
                                            under the Securities Act. If Section 13.1 is accurate and will control, please revise your
                                            prospectus disclosure as appropriate, including to describe Section 22 and to state that
                                            as a result there is uncertainty as to whether a court would enforce the exclusive forum
                                            provision. Please also state that investors cannot waive compliance with the federal securities
                                            laws and the rules and regulations thereunder.

Response:
The Company has reconciled the Registration Statement description of the exclusive forum provision and the amended and restated certificate
of incorporation description of the exclusive forum provision to state that the federal courts shall be the exclusive forum for the resolution
of any complaint arising under the Securities Act. The Company has included a description of Section 22, an explanation that as a result
there is uncertainty as to whether a court would enforce the exclusive forum provision, and a statement that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder.

July
21, 2022

Page
4

We
hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly
as possible. Please do not hesitate to contact me at 202-689-2987 with any questions or further comments you may have regarding this
filing or if you wish to discuss the above.

Very
truly yours,

    /s/Andrew
    M. Tucker

    Andrew
    M. Tucker

Enclosures

    cc:
    (via
    e-mail)

Pono
Capital Two, Inc.

643
Ilalo St. #102

Honolulu,
Hawaii 96816

United States securities and exchange commission logo
July 11, 2022
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96816
Re:Pono Capital Two, Inc.
Registration Statement on Form S-1
Filed June 14, 2022
File No. 333-265571
Dear Mr. Nakamoto:
            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 filed June 14, 2022
General
1.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.  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.  Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited.  Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from

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 Comapany NamePono Capital Two, Inc.
 July 11, 2022 Page 2
 FirstName LastNameDarryl Nakamoto
Pono Capital Two, Inc.
July 11, 2022
Page 2
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.
2.We note your risk factors disclosure on page 48 that funds from the sale of forward-
purchase shares may be used as part of the consideration in your initial business
combination, and that the forward-purchase investor's obligations to purchase units are
subject to termination prior to the closing of the sale by mutual consent of the parties.
However, disclosure on pages 9 and 72 refers to forward purchase and backstop
agreements that you may enter into following consummation of this offering.  Please
revise to clarify whether a forward purchase agreement is contemplated or has been
executed, and if so, disclose the material terms of such agreement.
Summary
The Offering, page 10
3.Please revise your page 17 disclosure to clarify that holders of the placement units will be
entitled to registration rights.
Risk Factors, page 33
4.We note your risk factors disclosure on page 49 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 102
5.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 Stockholders, page 112
6.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).
Description of Securities
Our Amended and Restated Certificate of Incorporation
Exclusive forum for certain lawsuits, page 127
7.Please reconcile your prospectus description of the exclusive forum provision and your
amended and restated certificate of incorporation description of the exclusive forum
provision.  In this regard, we note that the prospectus states the exclusive forum provision
will not apply to actions brought under the Securities Act.  This suggests, as provided by

 FirstName LastNameDarryl Nakamoto
 Comapany NamePono Capital Two, Inc.
 July 11, 2022 Page 3
 FirstName LastName
Darryl Nakamoto
Pono Capital Two, Inc.
July 11, 2022
Page 3
Section 22 of the Securities Act, that federal and state courts will have concurrent
jurisdiction over such claims.  However, Section 13.1 of your amended and restated
certificate of incorporation states the federal courts shall be the exclusive forum for the
resolution of any complaint arising under the Securities Act.  If Section 13.1 is accurate
and will control, please revise your prospectus disclosure as appropriate, including to
describe Section 22 and to state that as a result there is uncertainty as to whether a court
would enforce the exclusive forum provision.  Please also state that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder.
            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 Babette Cooper at 202-551-3396 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters.  Please contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Andy Tucker