Exhibit
4.1


 


NUMBER
UNITS


U-


SEE
REVERSE FOR CERTAIN DEFINITIONS


CUSIP
[●]


 


PONO
CAPITAL CORP


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND three- 

fourths  OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER

TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS
CERTIFIES THAT _____________________ is the owner of _________ Units.


 


Each
Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.000001 per share (“Common Stock”),
of Pono Capital Corp, a Delaware corporation (the “Company”), and three-fourths of one redeemable warrant (each whole
warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common
Stock for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant will become exercisable on the
later of (i) thirty (30) days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”),
and (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before
5:00 p.m., Eastern Time, on the date that is five (5) years after the date on which the Company completes its  Business Combination,
or earlier upon redemption or liquidation.


 


The
Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to __________, 2021,
unless the representatives of the underwriters elect to allow earlier separate trading, subject to the Company’s filing of a Current
Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt
of the gross proceeds of the Company’s initial public offering and issuing a press release announcing when separate trading will
begin. No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. The terms of the Warrants
are governed by a Warrant Agreement dated as of __________, 2021 (the “Warrant Agreement”) 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 the Warrant Agent at 1 State Street 30th floor, New York, NY 10004, and are available to any Warrant holder on written
request and without cost.


 


Upon
the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Common Stock
and Warrants comprising such Units.


 


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


 


This
certificate shall be governed by and construed in accordance with the internal laws of the State of Delaware.


 


Witness
the facsimile signatures of the duly authorized officers of the Company:


 


	 	 	 
	Chief
    Executive Officer	 	Corporate
    Secretary


 




    	 



    	 



    

 


Pono
Capital Corp


 


The
Company will furnish without charge to each unitholder who so requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock 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


 


TEN
ENT – ____as tenants by the entirety


 


JT
TEN – ____as joint tenants with right of survivorship and not as tenants in common


 


UNIF
GIFT MIN ACT — ________ Custodian __________ under Uniform Gifts to Minors Act ________


	 	(Cust)	(Minor)	(State)


 





 



 


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


 


For
value received, ___________ hereby sells, assigns and transfers unto _______________________________


whose
social security number or other identifying number is ______________ and whose address is __________


_______________________,
________________Units represented by the within Certificate, and does hereby irrevocably constitute and appoint______________ Attorney
to transfer the said Units on the books of the within named Company with full power of substitution in the premises.


 


	Dated:
    	 	 	 
	 	 	 	(legal
    signature)


 


NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPONDENCE WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.


 


Signature(s)
Guaranteed: __________________________


 


The
signature must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings & loan associations and credit unions
with membership in an approved signature guarantee medallion program, pursuant to SEC Rule 17A d-15 (or any successor rule) under the
Securities Exchange Act of 1934, as amended).


 


In
each case, as more fully described in the Company’s final prospectus for its initial public offering dated __________, 2021, 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 shares of Common Stock
sold in the Company’s initial public offering and liquidates because it does not consummate the Business Combination by
the date set forth in the Company’s amended and restated certificate of incorporation, (ii) the Company redeems the shares of Common
Stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
Business Combination or to redeem 100% of the Common Stock if it does not consummate the Business Combination by the date
set forth in the Company’s amended and restated certificate of incorporation or (b) with respect to any other material provisions
relating to stockholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for
cash his, her or its respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in the event
the Company seeks stockholder approval of the proposed Business Combination) setting forth the details of a proposed Business
Combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.