FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Shindo Dustin M		 2. Issuer Name and Ticker or Trading Symbol

Pono Capital Corp [ PONO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O PONO CAPITAL CORP, 643 ILALO STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/10/2022
(Street)

HONOLULU, HI 96813
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 8/10/2022  A  115000 (1)A$10 (1)115000 I See Footnote (2)
Class A Common Stock 11/9/2022  A  57500 (3)A$10 (1)172500 I See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) These represent shares of Class A common stock, par value $0.000001 per share (the "Class A Common Stock"), of Pono Capital Corp. (the "Issuer") underlying units acquired pursuant to a securities subscription agreement dated as of August 10, 2022, by and between the Issuer and Mehana Capital Corp. LLC ("Mehana Capital"). Under the securities subscription agreement, Mehana Capital purchased 115,000 placement units at a purchase price of $10.00 per placement unit. Each placement unit consists of one share of Class A Common Stock and three-quarters of one warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock of the Company at an exercise price of $11.50 per share, contingent upon the occurrence of certain events as described in the prospectus for the Issuer's initial public offering.
(2) Mr. Shindo is the managing member of Mehana Capital, shares voting and dispositive control of the shares by Mehana Capital with other members, and may be deemed the beneficial owner of such shares. Mr. Shindo disclaims any beneficial ownership of the securities held by Mehana Capital other than to the exten of any pecuniary interest he may have therein, directly or indirectly.
(3) These represent shares of Class A Common Stock of the Issuer underlying placement units acquired pursuant to a securities subscription agreement dated as of November 9, 2022, by and between the Issuer and Mehana Capital. Under the securities subscription agreement, Mehana Capital purchased 57,500 placement units at a purchase price of $10.00 per placement unit. Each placement unit consists of one share of Class A Common Stock and three-quarters of one warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock of the Company at an exercise price of $11.50 per share, contingent upon the occurrence of certain events as described in the prospectus for the Issuer's initial public offering.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Shindo Dustin M
C/O PONO CAPITAL CORP
643 ILALO STREET
HONOLULU, HI 96813		XXChief Executive Officer
Signatures
/s/ Dustin M. Shindo, by Nelson Mullins Riley & Scarborough with Power of Attorney11/14/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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