Exhibit
4.2


 


	NUMBER	SHARES
	PTHR-______	 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
73245C105


 


PONO
CAPITAL THREE, INC.


INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS


 


CLASS
A ORDINARY SHARES


 


This
Certifies that is the owner of


 


FULLY
PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES, PAR VALUE OF $0.0001 (THE “ORDINARY SHARES”), OF


 


PONO
CAPITAL THREE, INC.


(THE
“COMPANY”)


 


transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The
Company will be required to redeem all of its Ordinary Shares if it is unable to complete a business combination within the time period
set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to
time (the “Charter”), all as more fully described in the Company’s final prospectus dated [ ], 2023.


 


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


 


Witness
the facsimile signatures of its duly authorized officers.


 


	Chief
    Executive Officer	 	Chief
    Financial Officer
	 	 	 


 




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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. This certificate and the shares represented thereby are issued and shall be held subject
to all the provisions of the Charter and resolutions of the Board of Directors providing for the issue of securities (copies of which
may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. 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 and not as tenants in common	 	 	under
    Uniform Gifts to Minors Act
	 	 	 	 	 	(State)


 


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


 


For
value received, hereby sells, assigns and transfers unto


 


(PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 


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


 


Ordinary
Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints


 


Attorney
to transfer the said Ordinary Shares on the books of the within named Company with full power of substitution in the premises.


 


	Dated:
	 


 


NOTICE:
THE SIGNATURE(S) 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:	 
	By	 
	 


 







THE
SIGNATURE(S) MUST 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 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 


As
more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public
offering dated [       ], 2023, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in
the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems
the Ordinary Shares sold in the Company’s initial public offering and liquidates because it does not consummate an initial business
combination by the date set forth in the Charter, as the same may be amended from time to time (such date being referred to herein as
the “Last Date”), (ii) the Company redeems the Ordinary Shares sold in its initial public offering properly submitted in
connection with a shareholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem
100% of the Ordinary Shares if it does not consummate an initial business combination by the Last Date or with respect to any other provisions
relating to shareholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for
cash his, her or its respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Company
seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination.
In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.


 




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