Exhibit
4.1


 


	NUMBER

    PTHRU-

    ________
	 	UNITS
	SEE REVERSE FOR

                                                                                CERTAIN DEFINITIONS
	Pono
    Capital Three, Inc.	 



 


CUSIP
73245C204


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE WARRANT


 


THIS
CERTIFIES THAT ____________________________________________________________________________


is
the owner of ___________________________________________________________________________ Units.


 


Each
Unit (“Unit”) consists of one Class A ordinary share, with a par value $0.0001 per share (“Class A Ordinary Shares”),
of Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”), and one redeemable warrant (“Warrant”).
Each redeemable Warrant entitles the holder thereof to purchase one Class A Ordinary share at a price of $11.50 per full share (subject
to adjustment), upon the later to occur of (i) thirty (30) days after the date upon which the Company completes a merger, share exchange,
asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities (a “Business Combination”) or (ii) one year from the effective date of the Company’s registration statement
on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on [     ], 2022, as amended. The
Class A Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to the
fifty-second (52nd) day after the date of the prospectus relating to the Company’s initial public offering, unless EF Hutton, division
of Benchmark Investments, Inc. (“EF Hutton”) determines that an earlier date is acceptable, but in no event will Class A
Ordinary Shares and Warrants be traded separately until the Company files with the SEC a current report on Form 8-K which includes an
audited balance sheet reflecting the receipt by the Company of the gross proceeds from its initial public offering including the proceeds
received by the Company from the exercise of the over-allotment option thereto, if the over-allotment option is exercised and issuing
a press release announcing when separate trading will begin. If the over-allotment option is exercised after the date of the prospectus,
we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment
option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if the underwriters
has allowed separate trading of the Class A Ordinary Shares and Warrants prior to the 52nd day after the date of the prospectus.


 


The
terms of the Warrants are governed by a Warrant Agreement, dated as of [     ], 2023, between the Company and Continental Stock Transfer
& Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions
the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of Continental
Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on
written request and without cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.


 


Witness
the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


This
Unit Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts
of laws principles thereof.


 


[Seal]


 


	By	 	 	 
	 	 	 	 
	 	Chairman	 	Chief
    Financial Officer


 






    	 



    	 



    

 


Pono
Capital Three, Inc.


 


The
Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


	TEN
    COM –	as
    tenants in common	UNIF
    GIFT MIN ACT - _____ Custodian ______
	TEN
    ENT – 	as
    tenants by the entireties	(Cust)                     (Minor) 
	JT
    TEN – 	as
    joint tenants with right of survivorship	under
    Uniform Gifts to Minors
	 	and
    not as tenants in common	Act
    ______________
	 	 	(State)


 


Additional
Abbreviations may also be used though not in the above list.


 


For
value received, ___________________________ hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
NUMBER OF ASSIGNEE(S)


 


	 
	 


 


	 
	(PLEASE
    PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


________________________________________________________________________________________________


 


_______________________________________________________________________________________________


 


__________________________________________________________________________________________ Units


 


represented
by the within Certificate, and do hereby irrevocably constitute and appoint


 


_______________________________________________________________________________________
Attorney to transfer the said Units on the books of the within named Company will full power of substitution in the premises.


 


Dated
____________________


 


	 	 
	 	Notice:	The
    signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without
    alteration or enlargement or any change whatever.


 


Signature(s)
Guaranteed:


 


 






	THE SIGNATURE(S)
  SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
  SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
  AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 




 


The
holder of this certificate shall be entitled to receive funds with respect to the underlying Ordinary Shares from the trust fund only
in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder seeks to convert his
or her respective Ordinary Shares underlying the unit upon consummation of such business combination or in connection with certain amendments
to the Company’s Amended and Restated Memorandum and Articles of Association. In no other circumstances shall the holder have any
right or interest of any kind in or to the trust fund.