Certain Class B Ordinary shares of Pono Capital Three, Inc. are subject to a Lock-Up Agreement Ending on 8-AUG-2023. These Class B Ordinary shares will be under lockup for 180 days starting from 9-FEB-2023 to 8-AUG-2023.

Details:
The company and it's sponsor and officers and directors have agreed that, for a period of 180 days from the date of this prospectus, the company and they will not, without the prior written consent of the underwriters, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any units, Class A ordinary shares warrants or any securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any units, Class A ordinary shares, warrants or any securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii), subject to certain exceptions. The underwriters in their sole discretion may release any of the securities subject to the lock-up agreement at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and placement units pursuant to the letter agreement as described herein.