Exhibit
4.2


 


NUMBER


C-


SHARES


SEE
REVERSE FOR


CERTAIN
DEFINITIONS


CUSIP
[●]


 


PONO
CAPITAL CORP


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS A COMMON STOCK


 


This
Certifies that


_______________________________________________________________________________is the owner of ___________________________________________________________________________________________


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.000001, OF


PONO
CAPITAL CORP

(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 forced to redeem all of its shares of Class A common stock if it does not complete an initial business combination
by the date set forth in the Company’s amended and restated certificate of incorporation, as the same may be amended from time
to time, all as more fully described in the Company’s final prospectus dated ________, 2021.


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures
of its duly authorized officers.


 


	 	 	 
	Chief
    Executive Officer 	 	Secretary


 


PONO
CAPITAL CORP


 


The
Company will furnish without charge to each stockholder 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. This certificate and the shares represented thereby are issued and shall be held subject
to all the provisions of the Company’s amended and restated certificate of incorporation and all amendments thereto and resolutions
of the Company’s 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


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_____________________________
(insert name and social security number of other identifying number of assignee) whose address is _____________________________________________,
____________________shares of the Class A common stock represented by the within Certificate, and hereby irrevocably constitutes and
appoints ________________ Attorney to transfer the said stock 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 correspond 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 Class A common
stock 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 Company’s amended and restated certificate of incorporation, (ii) the Company redeems the shares of
Class A 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 redemptions in
connection with its initial business combination or to redeem 100% of the Class A common stock if it does not consummate an initial 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 Class A common stock in connection with a tender offer (or
proxy solicitation, solely in the event the Company seeks stockholder 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.