Sec Form 3 Filing - Wuh Hank @ Pono Capital Corp - 2021-08-10

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wuh Hank 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 Strategy Officer (Last) (First) (Middle) C/O PONO CAPITAL CORP, 643 ILALO STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2021 (Street) HONOLULU,, HI96813 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 2,775,000 ( 2 ) I See Footnotes ( 2 ) ( 3 )

< td style="text-align: center; vertical-align: bottom;"> Director Reporting Owners Reporting Owner Name / Address Relationships 10% Owner Officer Other Wuh Hank C/O PONO CAPITAL CORP 643 ILALO STREET HONOLULU,, HI96813 X X Chief Strategy Officer Signatures /s/ Hank Wuh Name: Hank Wuh Title: Director/Chief Strategy Officer 08/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the registration statement on Form S-1 (File No. 333-2571504) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock, par value $0.000001 per share, of Pono Capital Corp (the "Issuer") will automatically convert into shares of Class A common stock, par value $0.000001 per share, of the Issuer at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. ( 2 )These shares represent 2,775,000 shares of Class B common stock held by Mehana Equity LLC (the "Sponsor") acquired pursuant to a certain securities subscription Agreement dated as of March 22, 2021, by and between the Sponsor and the registrant (the "Subscription Agreement"). ( 3 )These shares include up to 375,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option in connection with the registrant's initial public offering in full. Mr. Wuh disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

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).

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