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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AERWINS Technologies Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40734 CUSIP NUMBER 00810J207 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CEN ☐ Form N-CSR For the Period Ended June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on For |
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| July 12, 2024 |
Exhibit 17.1 Pavan Gill July 10, 2024 The Board of Directors of AERWINS Technologies, Inc. Ladies and Gentlemen: This letter confirms that I hereby resign my position as a Director of AERWINS Technologies, Inc. (the “Company”) effective immediately. My resignation is not the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or finan |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 10, 2024 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer of i |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 8, 2024 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer of in |
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| July 10, 2024 |
Exhibit 17.1 Robert Lim July 8, 2024 The Board of Directors of AERWINS Technologies, Inc. Ladies and Gentlemen: This letter confirms that I hereby resign my position as a Director of AERWINS Technologies, Inc. (the “Company”) effective immediately. My resignation is not the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financ |
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| June 27, 2024 |
US7324502001 / PONO CAPITAL CORP 0.00000000 / Komatsu Shuhei - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* AERWINS Technologies Inc. (Name of Issuer) Common Stock, $0.000001 par value per share (Title of Class of Securities) 00810J108 (CUSIP Number) Randal D. Murdock Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 (212) 715-9 |
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| June 27, 2024 |
EX-99.1 2 ef20031818ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Person in respect of the Shares, inclusive of any transactions effected prior to the filing hereof on June 27, 2024. All such transactions were purchases effected the Reporting Person. in the open market. Trade |
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| June 17, 2024 |
Exhibit 17.1 Yinshun He June 11, 2024 The Board of Directors of AERWINS Technologies, Inc. Ladies and Gentlemen: This letter confirms that I hereby resign my position as Chief Financial Officer of AERWINS Technologies, Inc. (the “Company”) effective immediately. My resignation is not the result of any disagreement with the Company on any matter relating to its operation, policies (including accoun |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 11, 2024 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer of i |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40734 AERWINS TECHNOLOGIES INC. |
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| May 22, 2024 |
Letter from TAAD LLP dated May 22, 2024 Exhibit 16.1 May 22, 2024 Securities and Exchange Commission 100 F Street N.E. Washington, D.C.20549 Ladies and Gentlemen: We have read Item 4.01 of AERWINS Technologies Inc.’s Form 8-K dated May 22, 2024, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with the other statements contained therein. Very truly yours, |
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| May 22, 2024 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2024 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (I.R.S. Employer o |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40734 CUSIP NUMBER 00810J207 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CEN ☐ Form N-CSR For the Period Ended March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Fo |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40734 AERWINS TECHNOLOGIES INC. (Exa |
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| April 30, 2024 |
Exhibit 10.38 FORM OF PROMISSORY NOTE $ Dated: FOR VALUE RECEIVED, AERWINS Technologies, Inc., a Delaware corporation (the “Company” or “Borrower”), hereby unconditionally promises to pay to the order of Kiran Sidhu (the “Lender”) at such location designated by Lender in writing, in lawful money of the United States of America the principal sum of $ which amounts have been previously advanced to t |
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| April 23, 2024 |
AERWINS Technologies Announces Additional Staff Determination Exhibit 99.1 AERWINS Technologies Announces Additional Staff Determination LOS ANGELES, CA, April 23, 2024 – AERWINS Technologies Inc. (Nasdaq: AWIN) (“AERWINS” or “the Company”) today announced that on April 17, 2024, the Company received an Additional Staff Delisting Determination (the “Additional Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“N |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 17, 2024 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer of |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40734 CUSIP NUMBER 00810J108 (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CEN ☐ Form N-CSR For the Period Ended December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on |
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| March 28, 2024 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF AERWINS TECHNOLOGIES INC. Under Section 242 of the Delaware General Corporation Law AERWINS Technologies Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as f |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2024 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer of |
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| March 28, 2024 |
AERWINS Technologies Announces 1-For-100 Reverse Stock Split Exhibit 99.1 AERWINS Technologies Announces 1-For-100 Reverse Stock Split LOS ANGELES, CA, March 28, 2024 – AERWINS Technologies Inc. (Nasdaq: AWIN) (“AERWINS” or “the Company”) today announced that the Company’s board of directors has resolved to effectuate a reverse stock split of AERWINS’s issued and outstanding common stock, par value $0.000001 per share (“Common Stock”) and has determined the |
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| February 28, 2024 |
Form of Piggyback Registration Rights Agreement Exhibit 4.1 Piggyback Registration Rights Agreement Holder Name: Date: , 2024 This Piggyback Registration Rights Agreement (this “Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”) by and between AERWINS Technologies, Inc., a Delaware corporation (the “Company”) and the person or entity as set forth above, and whose name is on the signature page hereof |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2024 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer |
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| February 28, 2024 |
Form of Subscription Agreement Exhibit 10.1 AERWINS Technologies Inc. Form of Subscription Agreement The undersigned (“Subscriber”) on the terms and conditions herein set forth, hereby irrevocably submits this subscription agreement (the “Subscription Agreement”) to AERWINS Technologies Inc., a Delaware corporation (the “Company”), in connection with a private offering by the Company (the “Offering”) to raise a maximum of $400, |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AERWINS Technologies Inc. (Name of Issuer) Common Stock, $0.000001 par value per share (Title of Class of Securities) 00810J108 (CUSIP Number) CHIBA DOJO DRONE FUND I INVESTMENT LIMITED PARTNERSHIP 5-9-1 Toranomon Minato City, Tokyo 105-0001 (Name, Add |
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| February 13, 2024 |
US00810J1088 / AERWINS TECHNOLOGY INC / ATW SPAC MANAGEMENT LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AERWINS Technologies Inc. (f/k/a Pono Capital Corp) (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 00810J108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statem |
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| February 13, 2024 |
US00810J1088 / AERWINS TECHNOLOGY INC / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Aerwins Technologies Inc. (f/k/a Pono Capital Corp) (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 00810J108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Fil |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AERWINS Technologies Inc. (formerly known as Pono Capital Corp.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00810J108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check th |
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| February 9, 2024 |
US00810J1088 / AERWINS TECHNOLOGY INC / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d708172dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AERWINS Technologies Inc. (Name of Issuer) Common Stock, $0.000001 par value per share (Title of Class of Securities) 00810J108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement |
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| February 2, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* AERWINS Technologies Inc. (formerly known as Pono Capital Corp) (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 00810J108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a |
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| January 26, 2024 |
US00810J1088 / AERWINS TECHNOLOGY INC / Weiss Asset Management LP Passive Investment 0.00% =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* AERWINS TECHNOLOGIES INC. (FORMERLY KNOWN AS PONO CAPITAL CORP) - (Name of Issuer) Common stock, $0.000001 par value per share - (Title of Class of Securities) 00810J |
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| January 24, 2024 |
As filed with the Securities and Exchange Commission on January 23, 2024 Registration No. |
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| January 24, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) AERWINS TECHNOLOGIES INC. |
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| January 24, 2024 |
Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries of AERWINS Technologies Inc. Entity Name Place of Organization AERWINS, Inc. * Delaware Aerwin Development CA LLC* California A.L.I. Technologies Inc.** Japan * 100% owned subsidiary of AERWINS Technologies Inc. ** 100% owned subsidiary of AERWINS, Inc. |
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| January 24, 2024 |
Memorandum between A.L.I Technologies Inc. and Shuhei Komatsu signed on May 15, 2023. Exhibit 10.30 Memorandum Shuhei Komatsu (hereinafter referred to as “Mr. Komatsu”) and A. L. I. Technologies Inc. (hereinafter referred to as “the Company”) has confirmed and agreed to the following matters regarding the loan agreement dated February 27, 2023 between Mr. Komatsu and The Company. Article 1 (Confirmation and repayment of debts of The Company) 1. The Company shall make sure the follo |
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| January 23, 2024 |
Exhibit 10.3 Amendment No. 2 to Securities Purchase Agreement This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”) is entered into as of January 23, 2024 (the “Amendment Date”) by and between AERWINS Technologies Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”). The Company and the Investor may be referred |
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| January 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 23, 2024 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer o |
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| January 23, 2024 |
Exhibit 10.1 Amendment No. 2 to Senior Convertible Promissory Note First Closing Note Dated as of January 23, 2024 This Amendment No. 2 to Senior Convertible Promissory Note (this “Amendment No. 2”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between AERWINS Technologies Inc., a Delaware corporation (the “Maker”), and Lind Global Fund II LP, a Delawar |
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| January 23, 2024 |
Exhibit 10.2 Amendment No. 2 to Senior Convertible Promissory Note Second Closing Note Dated as of January 23, 2024 This Amendment No. 2 to Senior Convertible Promissory Note (this “Amendment No. 2”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between AERWINS Technologies Inc., a Delaware corporation (the “Maker”), and Lind Global Fund II LP, a Delawa |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 16, 2024 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer o |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2024 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer o |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 27, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer |
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| December 22, 2023 |
Exhibit 10.1 AERWINS Technologies Inc. 691 Mill Street Unit 204 Los Angeles, CA 90021 LETTER OF INTENT PRIVATE AND CONFIDENTIAL December 15, 2023 Gary Burdorf, President & CEO Helicopter Technology Company 12902 South Broadway Los Angeles, CA 90061 Re: Single Seat Optionally Manned Air Vehicle Development Project Dear Mr. Burdorf: This letter of intent sets forth the principal terms of a proposed |
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| December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 19, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer |
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| December 15, 2023 |
Resignation Letter of Mr. Taiji Ito. Exhibit 17.1 |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 12, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 6, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer o |
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| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40734 AERWINS TECHNOLOGIES |
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| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 20, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commiss |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40734 CUSIP NUMBER 00810J108 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CEN ☐ Form N-CSR For the Period Ended September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report o |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AERWINS Technologies Inc. (Name of Issuer) Common Stock, $0.000001 par value per share (Title of Class of Securities) 00810J108 (CUSIP Number) CHIBA DOJO DRONE FUND I INVESTMENT LIMITED PARTNERSHIP c/o 3F, Takizawa Building 3-3-6 Ebisu Shibuya-ku, Tokyo, |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 18, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer o |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)( |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)( |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)( |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)( |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 9, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer of |
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| October 10, 2023 |
AERWINS Plans to Obtain XTURISMO FAA Approval Established US Subsidiary Exhibit 99.1 AERWINS Plans to Obtain XTURISMO FAA Approval Established US Subsidiary Tokyo, Japan – October 9, 2023 – AERWINS Technologies Inc. (NASDAQ: AWIN) (“AERWINS” or the “Company”) announced today its Board of Directors has approved the establishment of a United States subsidiary in Los Angeles, California to pursue the redesign of its XTURISMO Ltd Edition prototype 1 hoverbike (the “XTURIS |
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| September 29, 2023 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS Of AERWINS Technologies Inc. a Delaware corporation Adopted September 26, 2023 1. Offices. AERWINS Technologies Inc. (the “Corporation”) may have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by applicable law, at such other place or places, either within or without the State of Delaware, as the |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)( |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 26, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer |
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| September 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 8, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 24, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commissi |
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| August 30, 2023 |
Exhibit 10.1 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (“Agreement”), effective as of June 16, 2023, (the “Effective Date”), is between AERWINS Technologies Inc (“Company”) and Yinshun He (“Contractor”). Scope of Services. 1. Company retains Contractor for consulting work pertaining to assisting the Company in increasing its enterprise value, in which the responsibilit |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 25, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer of |
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| August 28, 2023 |
Exhibit 10.2 Amendment to Senior Convertible Promissory Note Second Closing Note Dated as of August 25, 2023 This Amendment to Senior Convertible Promissory Note (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between AERWINS Technologies Inc., a Delaware corporation (the “Maker”), and Lind Global Fund II LP, a Delaware limited partners |
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| August 28, 2023 |
Exhibit 10.1 Amendment to Senior Convertible Promissory Note First Closing Note Dated as of August 25, 2023 This Amendment to Senior Convertible Promissory Note (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between AERWINS Technologies Inc., a Delaware corporation (the “Maker”), and Lind Global Fund II LP, a Delaware limited partnersh |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40734 AERWINS TECHNOLOGIES INC. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40734 CUSIP NUMBER 00810J108 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CEN ☐ Form N-CSR For the Period Ended June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on For |
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| August 7, 2023 |
Resignation Letter of Mr. Daisuke Katano. Exhibit 17.1 |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer of i |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 17, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer of i |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 8, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction (Commission (IRS Employer of in |
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| June 7, 2023 |
AERWINS Technologies Inc. 2022 Equity Incentive Plan. Exhibit 99.1 AERWINS Technologies Inc. 2022 Equity Incentive Plan Table of Contents Article I. Purposes and Definitions 1 Section 1.01 Purposes of this Plan; Structure. 1 Section 1.02 Definitions. 1 Section 1.03 Additional Interpretations. 7 Article II. Stock Subject to this Plan; Administration. 7 Section 2.01 Stock Subject to this Plan. 7 Section 2.02 Administration of this Plan. 8 Section 2.03 |
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| June 7, 2023 |
As filed with the Securities and Exchange Commission on June 7, 2023 As filed with the Securities and Exchange Commission on June 7, 2023 Registration No. |
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| June 7, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) AERWINS Technologies Inc. |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission |
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| May 30, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB |
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| May 30, 2023 |
Common Stock Purchase Warrant issued on May 23, 2023 by the registrant to Lind Global Fund II LP. Exhibit 10.2 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI |
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| May 26, 2023 |
AERWINS Appoints Katie Field and Pavan Gill to Board of Directors Exhibit 99.1 AERWINS Appoints Katie Field and Pavan Gill to Board of Directors Tokyo, Japan – May 26, 2023 – AERWINS Technologies Inc. (NASDAQ: AWIN) (“AERWINS” or the “Company”), the developer and manufacturer of air mobility platform, COSMOS (Centralized Operating System for Managing Open Sky), and the XTURISMO Limited Edition Hoverbike, announced today the appointment of Katie Field and Pavan G |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40734 AERWINS TECHNOLOGIES INC. |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission |
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| May 19, 2023 |
AERWINS Appoints Financial and Business Expert, Kiran Sidhu, to Board of Directors Exhibit 99.1 AERWINS Appoints Financial and Business Expert, Kiran Sidhu, to Board of Directors Tokyo, Japan – May 19, 2023 – AERWINS Technologies Inc. (NASDAQ: AWIN) (“AERWINS” or the “Company”), the developer and manufacturer of air mobility platform, COSMOS (Centralized Operating System for Managing Open Sky), and the XTURISMO Limited Edition Hoverbike, announced today it has appointed Kiran Si |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40734 CUSIP NUMBER 00810J108 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CEN ☐ Form N-CSR For the Period Ended March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Fo |
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| May 12, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) AERWINS TECHNOLOGIES INC. |
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| May 12, 2023 |
As filed with the Securities and Exchange Commission on May [__], 2023 As filed with the Securities and Exchange Commission on May [], 2023 Registration No. |
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| May 9, 2023 |
EX-99.1 Exhibit 99.1 AERWINS InvestorPresentation:May2023 NASDAQ: AWIN Forward-Looking Statement This presentation includes forward-looking statements that are subject to many risks and uncertainties. The forward-looking statements are not historical facts and constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Reliance should not be p |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission F |
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| April 27, 2023 |
EX-99.3 Exhibit 99.3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Aerwins Inc. and subsidiaries (formerly known as AERWINS Technologies Inc.) Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Aerwins Inc. and subsidiaries (formerly known as AERWINS Technologies Inc.) (“the Compan |
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| April 27, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION EX-99.5 Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION This Unaudited Pro Forma Condensed Consolidated Combined Financial Information is included as Exhibit 99.5 to the Current Report on Form 8-K/A (the “Form 8-K/A”) filed by AERWINS Technology Inc. (the “Company” or “AERWINS”) with the Securities and Exchange Commission (the “SEC”) on April 27, 2023. De |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 21, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commissio |
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| April 27, 2023 |
Letter from Marcum LLP dated April 27, 2023 EX-16.1 Exhibit 16.1 April 27, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by AERWINS Technologies Inc. (formerly Pono Capital Corp) included under Item 4.01 of its Form 8-K dated April 27, 2023. We agree with the statements concerning our Firm under Item 4.01. We are not in a positio |
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| April 27, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AERWINS Exhibit 99.4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AERWINS The following discussion and analysis of AERWINS’ financial condition and results of operations should be read in conjunction with AERWINS’ financial statements and related notes that appear elsewhere in this proxy statement/prospectus. In addition to historical information, this discussio |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of inc |
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| April 26, 2023 |
EX-99.1 Exhibit 99.1 AERWINS’ XTURISMO Limited Edition Hoverbike Awarded Bronze at the 2023 Edison Awards AERWINS’ XTURISMO Recognized at the Edison Awards in the AEROSPACE & FLIGHT TECHNOLOGIES Category Tokyo, Japan – April 26, 2023 – AERWINS Technologies Inc. (NASDAQ: AWIN) (“AERWINS” or the “Company”), the developer and manufacturer of air mobility platform, COSMOS (Centralized Operating System |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commissio |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 20, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commissio |
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| April 13, 2023 |
EX-10.4 Exhibit 10.4 SECURITY AGREEMENT SECURITY AGREEMENT (this “Agreement”), dated as of April 12, 2023, by and between AERWINS TECHNOLOGIES INC., a Delaware corporation (the “Company”), and LIND GLOBAL FUND II LP (the “Secured Party”). WHEREAS, the Company (a) and the Secured Party have entered into that certain Securities Purchase Agreement dated as of the date hereof (as amended and in effect |
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| April 13, 2023 |
AERWINS Technologies Inc. Completes Securities Issuance EX-99.1 Exhibit 99.1 PRESS RELEASE AERWINS Technologies Inc. Completes Securities Issuance Tokyo, Japan – April 12, 2023 – AERWINS Technologies Inc. (NASDAQ: AWIN) (“AERWINS” or the “Company”), the developer and manufacturer of air mobility platform, COSMOS (Centralized Operating System for Managing Open Sky), and the XTURISMO Limited Edition Hoverbike, announced today that it has executed a defin |
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| April 13, 2023 |
EX-10.5 Exhibit 10.5 GUARANTY GUARANTY (the “Guaranty”), dated as of April 12, 2023, by AERWINS, INC., a Delaware corporation (the “Guarantor”), in favor of LIND GLOBAL FUND II LP (the “Lender”). WHEREAS, AERWINS Technologies Inc., a Delaware corporation (the “Borrower”), is the holder of 100% of the equity interests of the Guarantor; and WHEREAS, (a) the Borrower and the Lender have entered into |
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| April 13, 2023 |
EX-10.2 Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN |
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| April 13, 2023 |
EX-10.6 Exhibit 10.6 STOCK PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”) is made as of April 12, 2023, by and between AERWINS Technologies Inc., a Delaware corporation (the “Company”), and LIND GLOBAL FUND II LP (the “Secured Party”). WHEREAS, the Company and the Secured Party are parties to that certain Security Agreement dated as of the date hereof (as amended and in effect from time |
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| April 13, 2023 |
Exhibit 10.3 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI |
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| April 13, 2023 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of April 12, 2023 (the “Effective Date”), by and between AERWINS Technologies Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”). The C |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 12, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commissio |
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| April 13, 2023 |
Exhibit 10.7 STOCK PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”) is made as of April 12, 2023, by and between AERWINS, Inc., a Delaware corporation (the “Company”), and LIND GLOBAL FUND II LP (the “Secured Party”). WHEREAS, the Company and the Secured Party are parties to that certain Guarantor Security Agreement dated as of the date hereof (as amended and in effect from time to time, |
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| April 13, 2023 |
Exhibit 10.8 GUARANTOR SECURITY AGREEMENT GUARANTOR SECURITY AGREEMENT (this “Agreement”), dated as of April 12, 2023, by and between AERWINS, INC., a Delaware corporation (the “Company”), and LIND GLOBAL FUND II LP (the “Secured Party”). WHEREAS, the Company has executed and delivered to the Secured Party that certain Guaranty dated as of the date hereof (as amended and in effect from time to tim |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40734 AERWINS Tech |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commissio |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commissio |
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| March 23, 2023 |
AERWINS Technologies and OUTSOURCING Inc. Partner to Develop and Produce New Air Mobility Products EX-99.1 Exhibit 99.1 AERWINS Technologies and OUTSOURCING Inc. Partner to Develop and Produce New Air Mobility Products Tokyo, Japan - March 23, 2023 - AERWINS Technologies Inc. (NASDAQ: AWIN) (“AERWINS” or the “Company”), the developer and manufacturer of air mobility platform, COSMOS (Centralized Operating System for Managing Open Sky), and the XTURISMO Limited Edition Hoverbike, has reached a s |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 17, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commissio |
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| March 23, 2023 |
EX-10.1 Exhibit 10.1 Memorandum of Understanding Regarding Investment 17 March, 2023 AERWINS Technologies Inc. (“AERWINS”) and OUTSOURCING Inc. (“OSI”) hereby agree on the terms of this memorandum of understanding (“MoU”) as follows. WHEREAS, AERWINS is planning to establish a joint venture “Lootah Aerwins Aviation Ltd.” (provisional name) at Duja Tower, office 8, Shk Zayed Road- Dubai -UAE (provi |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commis |
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| March 2, 2023 |
EX-10.1 Exhibit 10.1 Loan Agreement Shuhei Komatsu (hereinafter referred to as “Lender”) and A.L.I. Technologies Inc. (hereinafter referred to as “Borrower”) hereby enter into this Loan Agreement (hereinafter referred to as the “Agreement”) as follows: Article 1 The Lender shall lend and the Borrower shall receive 200,000,000 yen on February 27, 2023. Article 2 The interest rate for this loan shal |
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| February 14, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commis |
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| February 14, 2023 |
AERWINS’ XTURISMO Limited Edition Hoverbike Chosen as 2023 Edison Awards Finalist EX-99.1 2 d446439dex991.htm EX-99.1 Exhibit 99.1 AERWINS’ XTURISMO Limited Edition Hoverbike Chosen as 2023 Edison Awards Finalist Tokyo, Japan – February 14, 2023 – AERWINS Technologies Inc. (NASDAQ: AWIN) (“AERWINS” or the “Company”), the developer and manufacturer of air mobility platform, COSMOS (Centralized Operating System for Managing Open Sky), and the XTURISMO Limited Edition Hoverbike, h |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commis |
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| February 13, 2023 |
US7324501011 / Pono Capital Corp. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pono Capital Corp (Name of Issuer) Class A common stock, $0.000001 par value per share (Title of Class of Securities) 732450101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| February 13, 2023 |
Exhibit 99.1 AERWINS Introduction February 2023 NASDAQ: AWIN AERWINS Technologies Inc. AERWINS Technologies Inc. 1 Forward-Looking Statements This presentation includes forward-looking statements that are subject to many risks and uncertainties. The forward-looking statements are not historical facts and constitute forward-looking statements, within the meaning of the Private Securities Litigation |
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| February 10, 2023 |
US7324501011 / Pono Capital Corp. / Weiss Asset Management LP Passive Investment 3.50% =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* AERWINS TECHNOLOGIES INC. (FORMERLY KNOWN AS PONO CAPITAL CORP) - (Name of Issuer) Class A Common stock, $0.000001 par value per share - (Title of Class of Securities |
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| February 10, 2023 |
US7324501011 / Pono Capital Corp. / Hudson Bay Capital Management LP - PONO 13GA Passive Investment SC 13G/A 1 pono13ga.htm PONO 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pono Capital Corp (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 732450101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 9, 2023 |
EX-21.1 Exhibit 21.1 List of Subsidiaries of AERWINS Technologies Inc. Entity Name Place of Organization AERWINS, Inc. * Delaware A.L.I. Technologies Inc.** Japan * 100% owned subsidiary of AERWINS Technologies Inc. ** 100% owned subsidiary of AERWINS, Inc. |
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| February 9, 2023 |
AERWINS Announces Planned Business Collaboration in the U.A.E. Market Exhibit 99.1 AERWINS Announces Planned Business Collaboration in the U.A.E. Market Tokyo, Japan – February 9, 2023 – AERWINS Technologies Inc. (NASDAQ: AWIN) (“AERWINS” or the “Company”), the developer and manufacturer of air mobility platform, C.O.S.M.O.S. (Centralized Operating System for Managing Open Sky), and the XTURISMO Limited Edition Hoverbike, has announced today that in order to facilit |
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| February 9, 2023 |
EX-10.2 Exhibit 10.2 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is effective as of February 7, 2023, by and between AERWINS Technologies Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capac |
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| February 9, 2023 |
EX-3.1 Exhibit 3.1 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “PONO CAPITAL CORP”, CHANGING ITS NAME FROM “PONO CAPITAL CORP” TO “AERWINS TECHNOLOGIES INC.”, FILED IN THIS OFFICE ON THE THIRD DAY OF FEBRUARY, A.D. 2023, AT 2:56 O`CLOCK P.M. 5087776 8100 |
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| February 9, 2023 |
EX-14.1 Exhibit 14.1 AERWINS TECHNOLOGIES INC. CODE OF ETHICS AND BUSINESS CONDUCT 1. Introduction The Board of Directors (the “Board”) of AERWINS TECHNOLOGIES INC. (the “Company”) has adopted this code of ethics and business conduct (this “Code”), as amended from time to time by the Board, and which is applicable to all of the Company’s directors, officers and employees (to the extent that employ |
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| February 9, 2023 |
EX-10.15 Exhibit 10.15 OPTION AWARD AGREEMENT Dated as of February 3, 2023 [Kazuo Miura] This Holder Option Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between AERWINS Technologies Inc., a Delaware corporation previously named Pono Capital Corp. (the “Company”), and Kazuo Miura (the “Holder”). The Company and Holder may co |
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| February 9, 2023 |
EX-10.11 Exhibit 10.11 Executive Employment Agreement Dated as of February 3, 2023 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between AERWINS Technologies Inc., a Delaware corporation previously named Pono Capital Corp. (the “Company”) and Kensuke Okabe (the “Executive”). The Company and Executive m |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commiss |
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| February 9, 2023 |
EX-10.9 Exhibit 10.9 Executive Employment Agreement Dated as of February 3, 2023 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between AERWINS Technologies Inc., a Delaware corporation previously named Pono Capital Corp. (the “Company”) and Taiji Ito (the “Executive”). The Company and Executive may col |
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| February 9, 2023 |
EX-10.8 5 d458856dex108.htm EX-10.8 Exhibit 10.8 Executive Employment Agreement Dated as of February 3, 2023 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between AERWINS Technologies Inc., a Delaware corporation previously named Pono Capital Corp. (the “Company”) and Shuhei Komatsu (the “Executive”). |
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| February 9, 2023 |
EX-10.14 Exhibit 10.14 OPTION AWARD AGREEMENT Dated as of February 3, 2023 [Taiji Ito] This Holder Option Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between AERWINS Technologies Inc., a Delaware corporation previously named Pono Capital Corp. (the “Company”), and Taiji Ito (the “Holder”). The Company and Holder may collec |
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| February 9, 2023 |
EX-10.13 Exhibit 10.13 OPTION AWARD AGREEMENT Dated as of February 3, 2023 [Shuhei Komatsu] This Holder Option Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between AERWINS Technologies Inc., a Delaware corporation previously named Pono Capital Corp. (the “Company”), and Shuhei Komatsu (the “Holder”). The Company and Holder |
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| February 9, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION Pono is providing the following unaudited pro forma condensed combined and consolidated financial information to aid you in your analysis of the financial aspects of the Business Combination and related transactions. The following unaudited pro forma condensed combined and consolidated financial info |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 6, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commiss |
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| February 9, 2023 |
EX-10.16 Exhibit 10.16 OPTION AWARD AGREEMENT Dated as of February 3, 2023 [Kensuke Okabe] This Holder Option Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between AERWINS Technologies Inc., a Delaware corporation previously named Pono Capital Corp. (the “Company”), and Kensuke Okabe (the “Holder”). The Company and Holder ma |
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| February 9, 2023 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS Of AERWINS Technologies Inc. (formerly known as Pono Capital Corp) a Delaware corporation Adopted February 3, 2023 1. Offices. AERWINS Technologies Inc. (the “Corporation”) may have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by applicable law, at such other place or places, either withi |
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| February 9, 2023 |
EX-10.1 2 d391546dex101.htm EX-10.1 REF. NUMBER: VI-ALI/JVA/230209.V1.0. DATE: 09/02/2023 JOINT VENTURE AGREEMENT This Joint Venture Agreement (JVA) is entered by and between: VAULT INVESTMENTS LLC, an investment company registered in Dubai, with address at Lootah Building Office- 218, Al Rigga, Dubai, UAE P.O. Box 233344 Dubai, UAE, license number 675916, herein represented in this act by its Cha |
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| February 9, 2023 |
EX-10.10 Exhibit 10.10 Executive Employment Agreement Dated as of February 3, 2023 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between AERWINS Technologies Inc., a Delaware corporation previously named Pono Capital Corp. (the “Company”) and Kazuo Miura (the “Executive”). The Company and Executive may |
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| February 3, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 2, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Com |
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| February 3, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Com |
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| February 3, 2023 |
Exhibit 10.1 FORM OF AERWINS, INC. SUBSCRIPTION AGREEMENT February 2, 2023 AERWINS, INC. Attn: Shuhei Komatsu, CEO 600 N Broad Street, Suite 5 #529 Middletown, Delaware 19709 PONO CAPITAL CORP. 643 Ilalo St. #102 Honolulu, Hawaii 96813 Re: Securities Subscription Agreement Ladies and Gentlemen: This subscription agreement (the “Agreement”) is entered into on February 2, 2023, by and among (collect |
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| February 3, 2023 |
AERWINS Technologies Inc. and PONO Capital Corp. Complete Business Combination Exhibit 99.1 AERWINS Technologies Inc. and PONO Capital Corp. Complete Business Combination Honolulu, Hawaii and Tokyo, Japan – February 3, 2023 – AERWINS Technologies Inc. (“AERWINS” or the “Company”), the developer and manufacturer of air mobility platform, C.O.S.M.O.S. (Centralized Operating System for Managing Open Sky), and the XTURISMO Limited Edition Hoverbike, has announced today that it h |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commiss |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 2, 2023 AERWINS Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commiss |
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| January 31, 2023 |
US7324501011 / Pono Capital Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pono Capital Corp (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 732450101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| January 30, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2023 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2023 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File |
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| January 23, 2023 |
Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of January 23, 2023 is made by and among YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and PONO Capital Corp., a company incorporated under the laws of the State of Delaware (the “Company”). For purposes of this Agreement, references to the “Company” shal |
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| January 23, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2023 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission |
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| January 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2023 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File |
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| January 20, 2023 |
Exhibit 2.2 Amendment No. 1 To Agreement and Plan of Merger This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of January 19, 2023 (the “Amendment Date”) by and among (i) Pono Capital Corp., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) Mehana Equity LLC, a Delaware limited liability company, (the “Purchase |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2023 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File |
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| January 20, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2023 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission |
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| January 13, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268625 PROXY STATEMENT/PROSPECTUS PROXY STATEMENT OF PONO CAPITAL CORP. PROSPECTUS FOR UP TO 60,000,000 SHARES OF COMMON STOCK To the Stockholders of Pono Capital Corp.: We are pleased to provide this proxy statement/prospectus relating to the proposed merger (the “Merger”) of Pono Merger Sub, Inc., a Delaware corporation (“Me |
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| January 11, 2023 |
Pono Capital Corp. 643 Ilalo St. #102 Honolulu, Hawaii 96813 January 11, 2023 Pono Capital Corp. 643 Ilalo St. #102 Honolulu, Hawaii 96813 January 11, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Bradley Ecker Re: Pono Capital Corp. Registration Statement on Form S-4 Filed December 1, 2022, as amended File No. 333-268625 Dear Mr. Ecker: Pursuant to Rule 461 under the Securities Ac |
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| January 4, 2023 |
Consent of Shuhei Komatsu to be named as a director. EX-99.1 7 d335719dex991.htm EX-99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Pono Capital Corp. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re |
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| January 4, 2023 |
Consent of Taiji Ito to be named as a director. Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Pono Capital Corp. (the ?Company?) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement, proxy statemen |
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| January 4, 2023 |
Consent of Marehiko Yamada to be named as a director. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Pono Capital Corp. (the ?Company?) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement, proxy statemen |
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| January 4, 2023 |
Exhibit 99.6 PROXY CARD PONO CAPITAL CORP. 643 Ilalo St. #102 Honolulu, HI 96813 SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PONO CAPITAL CORP. The undersigned appoints Dustin Shindo and Trisha Nomura as proxies, and each of them with full power to act without the other, each with the power to appoint a substitute, and hereby authorizes either of |
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| January 4, 2023 |
Form of AERWINS Executive Employment Agreement. Exhibit 10.16 Executive Employment Agreement Dated as of [ ], 2022 This Executive Employment Agreement (the ?Agreement?) dated as of the date first set forth above (the ?Effective Date?) is entered into by and between Pono Capital Corp., a Delaware corporation (the ?Company?) and [ ] (the ?Executive?). The Company and Executive may collective be referred to as the ?Parties? and each individually a |
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| January 4, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 4, 2023. S-4/A 1 d335719ds4a.htm S-4/A Table of Contents As filed with the U.S. Securities and Exchange Commission on January 4, 2023. Registration No. 333-268625 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL CORP. (Exact name of registrant as specified in its charter) Delaware 3721 86 |
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| January 4, 2023 |
Form of Amended and Restated Bylaws of Pono Capital Corp. EX-3.4 2 d335719dex34.htm EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS Of Pono Capital Corp a Delaware corporation Adopted [ ] 1. Offices. Pono Capital Corp (the “Corporation”) may have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by applicable law, at such other place or places, either within or without the State of Delaware, as th |
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| December 20, 2022 |
AERWINS Investor Presentation. Exhibit 99.3 Establish The Theory Investor Presentation 2022 1 Disclaimer This document has been prepared by or on behalf of A.L.I Technologies (the ?Company?) in connection evaluating the Company. By receiving this document, you will be deemed to agree that your directors, officers, employees and representatives will use the document and such information only to evaluate the Company and for no ot |
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| December 20, 2022 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on December 19, 2022. Registration No. 333- 268625 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL CORP. (Exact name of registrant as specified in its charter) Delaware 3721 86-2049355 (State or Other Ju |
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| December 19, 2022 |
9 NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202. |
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| December 1, 2022 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202. |
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| December 1, 2022 |
Calculation of Registration Fee. Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) PONO CAPITAL CORP. |
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| December 1, 2022 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on December 1, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL CORP. (Exact name of registrant as specified in its charter) Delaware 3721 86-2049355 (State or Other Jurisdiction of Incorporation |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40734 PONO CAPITAL CO |
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| November 10, 2022 |
Exhibit 10.6 Pono Capital Corp 643 Ilalo Street Honolulu, Hawaii 96813 November 9, 2022 Ladies and Gentlemen: Pono Capital Corp (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), may extend the date on which it must wind-up and liquidate pursuant to its organizational documents, for up to two 3-month periods to |
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| November 10, 2022 |
Pono Capital Corp Confirms Funding to Extend Period to Consummate Initial Business Combination Exhibit 99.1 Pono Capital Corp Confirms Funding to Extend Period to Consummate Initial Business Combination Honolulu, Hawaii ? November 9, 2022 ? Pono Capital Corp (the ?Company?) (Nasdaq: PONO), a special purpose acquisition company, today announced that Mehana Capital LLC, an affiliate of Mehana Equity LLC (the ?Sponsor?), and AERWINS Technologies, Inc. (?AERWINS?), have each deposited $575,000 |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File |
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| November 10, 2022 |
EX-10.6 2 ex10-6.htm Exhibit 10.6 Pono Capital Corp 643 Ilalo Street Honolulu, Hawaii 96813 November 9, 2022 Ladies and Gentlemen: Pono Capital Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), may extend the date on which it must wind-up and liquidate pursuant to its organizational documents, for up to tw |
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| November 10, 2022 |
Pono Capital Corp Confirms Funding to Extend Period to Consummate Initial Business Combination Exhibit 99.1 Pono Capital Corp Confirms Funding to Extend Period to Consummate Initial Business Combination Honolulu, Hawaii ? November 9, 2022 ? Pono Capital Corp (the ?Company?) (Nasdaq: PONO), a special purpose acquisition company, today announced that Mehana Capital LLC, an affiliate of Mehana Equity LLC (the ?Sponsor?), and AERWINS Technologies, Inc. (?AERWINS?), have each deposited $575,000 |
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| November 10, 2022 |
Exhibit 10.7 Pono Capital Corp 643 Ilalo Street Honolulu, Hawaii 96813 November 9, 2022 Ladies and Gentlemen: Pono Capital Corp (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), may extend the date on which it must wind-up and liquidate pursuant to its organizational documents, for up to two 3-month periods to |
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| November 10, 2022 |
Exhibit 10.7 Pono Capital Corp 643 Ilalo Street Honolulu, Hawaii 96813 November 9, 2022 Ladies and Gentlemen: Pono Capital Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), may extend the date on which it must wind-up and liquidate pursuant to its organizational documents, for up to two 3-month periods to |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File |
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| October 21, 2022 |
Table of Contents Confidential Treatment Requested by Pono Capital Corp. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the United States Securities and Exchange Commission on October 21, 2022. This draft registration statement has not been publicly filed with the United States Securities and Exchange Commission and all information herein remains strictly confidential. Registr |
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| September 7, 2022 |
Exhibit 10.5 VOTING AGREEMENT This VOTING AGREEMENT, dated as of September 7, 2022 (this ?Agreement?), by and among Pono Capital Corp., a Delaware corporation (the ?Purchaser?), AERWINS Technologies Inc., a Delaware corporation (the ?Company?), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a ?Company Stockholder? and, collectively, t |
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| September 7, 2022 |
Exhibit 10.4 PURCHASER SUPPORT AGREEMENT This PURCHASER SUPPORT AGREEMENT, dated as of September 7, 2022 (this ?Agreement?), by and among MEHANA EQUITY LLC (?Supporter?), Pono Capital Corp, Inc., a Delaware corporation (?Purchaser?), and AERWINS Technologies Inc. (the ?Company?). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defin |
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| September 7, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Pono Capital Corp. as the Purchaser, Pono Merger Sub, Inc. as Merger Sub, MEHANA EQUITY LLC, in the capacity as the Purchaser Representative, Shuhei Komatsu, in the capacity as the Seller Representative, and AERWINS Technologies Inc. as the Company, Dated as of September 7, 2022 ARTICLE I. MERGER 6 1.1. Merger 6 1.2. Transaction Effective Time |
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| September 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2022 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 7, 2022 |
Exhibit 10.2 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of September 7, 2022, by the individual set forth on the signature page hereto (the ?Subject Party?) in favor of and for the benefit of Pono Capital Corp., a Delaware corporation, which will be known after the consummation of |
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| September 7, 2022 |
Exhibit 10.5 VOTING AGREEMENT This VOTING AGREEMENT, dated as of September 7, 2022 (this ?Agreement?), by and among Pono Capital Corp., a Delaware corporation (the ?Purchaser?), AERWINS Technologies Inc., a Delaware corporation (the ?Company?), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a ?Company Stockholder? and, collectively, t |
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| September 7, 2022 |
EX-10.2 4 ex10-2.htm Exhibit 10.2 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 7, 2022, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Corp., a Delaware corporation, which will be known after |
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| September 7, 2022 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of September 7, 2022, by and between (i) Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as ?Aerwins Technologies, Inc.? (the ?Purchaser?), and (ii) the undersigned (?Holder?). |
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| September 7, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Pono Capital Corp. as the Purchaser, Pono Merger Sub, Inc. as Merger Sub, MEHANA EQUITY LLC, in the capacity as the Purchaser Representative, Shuhei Komatsu, in the capacity as the Seller Representative, and AERWINS Technologies Inc. as the Company, Dated as of September 7, 2022 ARTICLE I. MERGER 6 1.1. Merger 6 1.2. Transaction Effective Time |
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| September 7, 2022 |
Registration Rights Agreement. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of [?] by and among (i) Pono Capital Corp., a Delaware corporation (the ?Purchaser?), and (ii) and the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement |
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| September 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2022 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 7, 2022 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of September 7, 2022, by and between (i) Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as ?Aerwins Technologies, Inc.? (the ?Purchaser?), and (ii) the undersigned (?Holder?). |
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| September 7, 2022 |
Exhibit 10.4 PURCHASER SUPPORT AGREEMENT This PURCHASER SUPPORT AGREEMENT, dated as of September 7, 2022 (this ?Agreement?), by and among MEHANA EQUITY LLC (?Supporter?), Pono Capital Corp, Inc., a Delaware corporation (?Purchaser?), and AERWINS Technologies Inc. (the ?Company?). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defin |
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| September 7, 2022 |
EX-99.1 8 ex99-1.htm Exhibit 99.1 PRESS RELEASE AERWINS Technologies Inc., an air mobility platform company, announces signing of a definitive agreement for going public via a business combination with Pono Capital Corp., a NASDAQ listed company, to become a public company. September 7, 2022 ● The transaction values AERWINS at $600 million, which is expected to result in a combined pro forma equit |
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| September 7, 2022 |
Exhibit 99.1 PRESS RELEASE AERWINS Technologies Inc., an air mobility platform company, announces signing of a definitive agreement for going public via a business combination with Pono Capital Corp., a NASDAQ listed company, to become a public company. September 7, 2022 ? The transaction values AERWINS at $600 million, which is expected to result in a combined pro forma equity value of approximat |
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| September 7, 2022 |
Registration Rights Agreement. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of [?] by and among (i) Pono Capital Corp., a Delaware corporation (the ?Purchaser?), and (ii) and the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40734 PONO CAPITAL CORP (E |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2022 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File |
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| August 10, 2022 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2022 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File |
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| August 10, 2022 |
Pono Capital Corp Confirms Funding to Extend Period to Consummate Initial Business Combination Exhibit 99.1 Pono Capital Corp Confirms Funding to Extend Period to Consummate Initial Business Combination Honolulu, Hawaii ? August 10, 2022 ? Pono Capital Corp (the ?Company?) (Nasdaq: PONO), a special purpose acquisition company, today announced that Mehana Capital LLC, an affiliate of Mehana Equity LLC (the ?Sponsor?), has deposited $1,150,000 into the Company?s Trust Account for its public s |
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| August 10, 2022 |
Private Placement Unit Purchase Agreement, dated August 10, 2022 Exhibit 10.6 8-Pono Capital Corp 643 Ilalo Street Honolulu, Hawaii 96813 August 10, 2022 Ladies and Gentlemen: Pono Capital Corp (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), may extend the date on which it must wind-up and liquidate pursuant to its organizational documents, for up to two 3-month periods by |
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| August 10, 2022 |
Pono Capital Corp Announces Termination of Merger Agreement with Benuvia, Inc. Exhibit 99.1 Pono Capital Corp Announces Termination of Merger Agreement with Benuvia, Inc. Honolulu, Hawaii ? August 10, 2022 ? Pono Capital Corp (NASDAQ: PONO) (the ?Company? or ?Pono?), a special purpose acquisition company, announced today that it has terminated its previously announced agreement and plan of merger (the ?Business Combination Agreement?) with Benuvia, Inc. (?Benuvia?), by mutua |
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| May 16, 2022 |
Filed by Benuvia, Inc. pursuant to Filed by Benuvia, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pono Capital Corp (Commission File No. 001-40734) Benuvia, a Drug Developer Focused on Pharmaceutical Cannabinoids, and the owner of FDA Approved SYNDROS?, Receives Approval from the US DEA to Manufacture Psychedelic Active |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40734 PONO CAPITAL CORP ( |
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| May 4, 2022 |
Convertible Note Financing Presentation. Exhibit 99.1 |
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| May 4, 2022 |
Convertible Note Financing Presentation. Exhibit 99.1 |
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| May 4, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2022 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2022 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 4, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2022 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 4, 2022 |
Exhibit 99.1 |
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| April 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2022 PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 4, 2022 |
Exhibit 99.1 |
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| March 25, 2022 |
Description of Registered Securities* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of Pono Capital Corp. does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended and bylaws, each of which are incorporated by reference as an exhibit to |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40734 PONO CAPITAL CORP (Exact Name of Registrant as S |
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| March 18, 2022 |
Pono Stockholder Support Agreement. Exhibit 10.5 SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of March 17, 2022 (this ?Agreement?), by and among MEHANA EQUITY LLC and the individual signatories hereto (each, a ?Supporter?), Pono Capital Corp, Inc., a Delaware corporation (?Purchaser?), and Benuvia, Inc. (the ?Company?). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreemen |
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| March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2022 (March 17, 2022) PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) ( |
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| March 18, 2022 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of March 17, 2022, by and between (i) Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as ?Benuvia, Inc.? (the ?Purchaser?), and (ii) the undersigned (?Holder?). Any capitalized |
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| March 18, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Pono Capital Corp., as the Purchaser, Pono Merger Sub, Inc., as Merger Sub, MEHANA EQUITY LLC, in the capacity as the Purchaser Representative, Shannon Soqui, in the capacity as the Seller Representative, and Benuvia, Inc. as the Company, Dated as of March 17, 2022 Article I. MERGER 6 1.1. Merger 6 1.2. Transaction Effective Time 6 1.3. Effect |
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| March 18, 2022 |
Registration Rights Agreement. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2022 by and among (i) Pono Capital Corp., a Delaware corporation (including its successors, the ?Company?), and (ii) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with any person or entity who hereafter becom |
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| March 18, 2022 |
Registration Rights Agreement. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2022 by and among (i) Pono Capital Corp., a Delaware corporation (including its successors, the ?Company?), and (ii) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with any person or entity who hereafter becom |
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| March 18, 2022 |
Pono Stockholder Support Agreement. EX-10.5 7 ex10-5.htm Exhibit 10.5 SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of March 17, 2022 (this “Agreement”), by and among MEHANA EQUITY LLC and the individual signatories hereto (each, a “Supporter”), Pono Capital Corp, Inc., a Delaware corporation (“Purchaser”), and Benuvia, Inc. (the “Company”). Terms used but not defined in this Agreement shall have the meanings ascribed to them i |
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| March 18, 2022 |
EX-99.1 8 ex99-1.htm Exhibit 99.1 Benuvia, a Leading Drug Developer Focused on Pharmaceutical Cannabinoids, with the FDA Approved Drug SYNDROS®, Signs Definitive Agreement to Become a Publicly Traded Company through a Business Combination with Pono Capital Corp ● Benuvia, a leading drug developer focused on pharmaceutical cannabinoids has entered into a definitive business combination agreement wi |
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| March 18, 2022 |
EX-2.1 2 ex2-1.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Pono Capital Corp., as the Purchaser, Pono Merger Sub, Inc., as Merger Sub, MEHANA EQUITY LLC, in the capacity as the Purchaser Representative, Shannon Soqui, in the capacity as the Seller Representative, and Benuvia, Inc. as the Company, Dated as of March 17, 2022 Article I. MERGER 6 1.1. Merger 6 1.2. Transaction Effective |
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| March 18, 2022 |
Company Stockholder Support Agreement. EX-10.4 6 ex10-4.htm Exhibit 10.4 FORM OF COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of March 17, 2022 (this “Agreement”), by and among Pono Capital Corp., a Delaware corporation (“Pono”), Benuvia, Inc. (the “Company”), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Stockholder” and, collectively, th |
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| March 18, 2022 |
Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of March 17, 2022, by the individual set forth on the signature page hereto (the ?Subject Party?) in favor of and for the benefit of Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transac |
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| March 18, 2022 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of March 17, 2022, by and between (i) Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as ?Benuvia, Inc.? (the ?Purchaser?), and (ii) the undersigned (?Holder?). Any capitalized |
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| March 18, 2022 |
Company Stockholder Support Agreement. Exhibit 10.4 FORM OF COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of March 17, 2022 (this ?Agreement?), by and among Pono Capital Corp., a Delaware corporation (?Pono?), Benuvia, Inc. (the ?Company?), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a ?Company Stockholder? and, collectively, the ?Company Stockholde |
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| March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2022 (March 17, 2022) PONO CAPITAL CORP (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation) ( |
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| March 18, 2022 |
EX-99.1 8 ex99-1.htm Exhibit 99.1 Benuvia, a Leading Drug Developer Focused on Pharmaceutical Cannabinoids, with the FDA Approved Drug SYNDROS®, Signs Definitive Agreement to Become a Publicly Traded Company through a Business Combination with Pono Capital Corp ● Benuvia, a leading drug developer focused on pharmaceutical cannabinoids has entered into a definitive business combination agreement wi |
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| March 18, 2022 |
Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of March 17, 2022, by the individual set forth on the signature page hereto (the ?Subject Party?) in favor of and for the benefit of Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transac |
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| February 14, 2022 |
US7324501011 / Pono Capital Corp. / ATW SPAC MANAGEMENT LLC Passive Investment SC 13G 1 formsc-13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Pono Capital Corp (Name of Issuer) Class A Common Stock, $0.000001 par value (Title of Class of Securities) 732450101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pono Capital Corp (Name of Issuer) Class A Common stock, $0.000001 par value per share (Title of Class of Securities) 732450101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 7, 2022 |
US7324501011 / Pono Capital Corp. / Hudson Bay Capital Management LP - PONO 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Pono Capital Corp (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 732450101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 4, 2022 |
US7324501011 / Pono Capital Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Pono Capital Corp (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 732450101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| January 28, 2022 |
US7324501011 / Pono Capital Corp. / Weiss Asset Management LP Passive Investment 3.60% CUSIP NO.732450101 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PONO CAPITAL CORP - (Name of Issuer) Class A Common stock, $0.000001 par value per share - (Title of Class of Sec |
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| December 10, 2021 |
PONOU / Pono Capital Corp Unit / Saba Capital Management, L.P. - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pono Capital Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 732450101 (CUSIP Number) December 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40734 Pono Capital Cor |
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| October 5, 2021 |
Pono Capital Corp. Announces the Separate Trading of Its Class A Common Stock and Warrant EX-99.1 2 ex99-1.htm Exhibit 99.1 Pono Capital Corp. Announces the Separate Trading of Its Class A Common Stock and Warrant Pono Capital Corp. (“Pono Capital” or the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, today announced th |
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| October 5, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2021 Pono Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40734 86-2049355 (Commission File |
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| September 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40734 Pono Capital Corp (Ex |
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| September 24, 2021 |
PONOU / Pono Capital Corp Unit / Space Summit Capital LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pono Capital Corp (Name of Issuer) Units (Title of Class of Securities) 732450200 (CUSIP Number) September 17, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| September 13, 2021 |
Letter from UHY LLP to the Securities and Exchange Commission, dated September 13, 2021. Exhibit 16.1 1185 Avenue of the Americas, 38th Floor New York, NY 10036 Phone 212-381-4700 Fax 212-381-4811 Web www.uhy-us.com September 13, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Pono Capital Corp under Item 4.01 of its Form 8-K dated September 13, 2021. We agree with the statements concerning our Firm in |
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| September 13, 2021 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2021 Pono Capital Corp (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation or organ |
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| August 24, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2021 Pono Capital Corp (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation or organiz |
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| August 24, 2021 |
Pono Capital Corp Pro Forma Balance Sheet EX-99.1 2 ex99-1.htm Exhibit 99.1 Pono Capital Corp Pro Forma Balance Sheet August 13, 2021 Pro Forma Adjustments (unaudited) As Adjusted August 18, 2021 (unaudited) Assets Current asset - cash $ 1,298,245 $ (186,542 ) i. $ 823,378 (75 ) j. (525,000 ) k. 236,750 k. Prepaid expenses 86,250 - 86,250 Cash Held in Trust Account 101,500,000 15,000,000 a. 116,725,000 525,000 b. (300,000 ) g. Total Curre |
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| August 20, 2021 |
PONOU / Pono Capital Corp Unit / Weiss Asset Management LP Passive Investment SC 13G 1 pono13g11aug2021.htm =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* PONO CAPITAL CORP - (Name of Issuer) Units - (Title of Class of Securities) 732450200 - (CUSIP Number) August 11, 2021 - (Date of Event Which Requ |
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| August 19, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 Pono Capital Corp (Exact name of registrant as specified in its charter) Delaware 001-40734 86-2049355 (State or other jurisdiction of incorporation or organiz |
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| August 19, 2021 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 13, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Pono Capital Corp Opinion on the Financial Statement We have audited the accompanying balance sheet of Pono Capit |
