Pono Capital Two Inc

The firm of Marcum LLP, or Marcum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Marcum for services rendered.

Audit Fees.

For the year ended December 31, 2023, fees for our independent registered public accounting firm were $120,902 for the services Marcum performed in connection with the audit of our December 31, 2023 consolidated financial statements included in this Annual Report on Form 10-K.

For the period from March 11, 2022 (inception) through December 31, 2022, fees for our independent registered public accounting firm were $108,184 for the services Marcum performed in connection with our Initial Public Offering and the audit of our December 31, 2022 consolidated financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees.

For the year ended December 31, 2023 and for the period from March 11, 2022 (inception) through December 31, 2022, our independent registered public accounting firm did not render assurance and related services that are reasonably related to the performance of the audit or review of consolidated financial statements.

Tax Fees. For the year ended December 31, 2023 and the period from March 11, 2022 (inception) through December 31, 2022, Marcum did not render any tax return services, planning or tax advice.

All Other Fees. For the year ended December 31, 2023 and the period from March 11, 2022 (inception) through December 31, 2022, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).