PONOU Pono Capital Corporation

 

 

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 incorporation)		File Number)		Identification No.)

 

Shiba Koen Annex 6 f, Shiba Koen 3-chome, Minato-ku, Tokyo Japan		105-0011
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code +813-6409-6761

 

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.000001 par value per share		AWIN		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share		AWINW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On October 9, 2023, Aerwins Technologies, Inc. (the “Company”) issued a press release regarding the establishment of a U.S. subsidiary to pursue the redesign of its XTURISMO Ltd. Edition hoverbike. The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

 

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release dated October 9, 2023 (furnished herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: October 10, 2023	AERWINS Technologies Inc.
	By:	/s/ Kiran Sidhu
		Kiran Sidhu
		Executive Chairman

 

 

 

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 “XTURISMO”). These plans are intended to position the XTURISMO more favorably for wider markets, including the United States and Europe and to seek certification of the XTURISMO by the U.S. Federal Aviation Administration (the “FAA”). The redesign is expected to include an alternative powerplant and fuel source, airframe stabilization, use of more efficient rotors with safety features, an upgraded driver seat and enclosure, use of a harness-based wiring system and redesigned onboard electronic systems, among other things.

 

This initiative will be led by the Company’s Executive Chairman and President, Kiran Sidhu. Mr. Sidhu will lead a dedicated U.S. based team that will focus on obtaining FAA approval for XTURISMO and managing necessary redesigns. Among the recent steps Mr. Sidhu has taken on this project include discussions with an FAA-certified manufacturer with expertise in helicopter system design and the identification of additional FAA-certified companies that are expected to join the project. The Company believes that utilizing FAA-certified companies offers an increased level of technical and engineering and financial support that will enable the Company to implement the enhancements to the XTURISMO and thus expand its potential to enter new markets.

 

In addition, Mr. Sidhu will oversee various contractors who will be working on this initiative. These include Kevin Su who will be reviewing XTURISMO’s mechanical engineering and manufacturing practices, Cassidy McCord who will oversee the overall design and product positioning, David Bentil who will be responsible for developing North American distribution channels and Gursimran Gill who will be developing a website for future customer orders.

 

Mr. Sidhu has agreed to provide the Company with up to $300,000 in working capital to launch the initial phase of this redesign initiative by way of an interest free demand loan. “I strongly believe in the potential of XTURISMO, am fully committed to its success and have agreed to personally provide seed financing to jump start our planned redesign. I have not drawn a salary nor have I received any equity compensation for my work since I joined.”, said Kiran Sidhu, Executive Chairman and President of AERWINS.

 

Data from the U.S. Bureau of Labor Statistics and Indeed.com reveal that the Los Angeles metropolitan area is home to the highest number of aerospace engineers in the U.S., with over 4,000 aerospace engineers. The region potentially employs over 50,000 professionals in the aerospace and defense sector. Prominent aerospace entities like Jet Propulsion Laboratory in Pasadena, SpaceX in Hawthorne, and NASA Armstrong Flight Research Center in Palmdale are nearby, and major aerospace corporations, including Boeing, Lockheed Martin, and Raytheon, have a local presence.

 

About XTURISMO:

 

AERWINS developed XTURISMO Limited Edition. It is a manifestation of the dream of air mobility that endeavors to create an entirely new way to experience the world, enabling users to feel the joy and pleasure of moving freely in space. The Company believes it has many practical possibilities in Japan and overseas, including use in disaster relief, infrastructure inspection, and entertainment. XTURISMO Limited Edition was unveiled at Fuji Speedway in October 2021; XTURISMO Limited Edition also participated in the Detroit Auto Show in September 2022.

 

Information about XTURISMO

 

Official website: https://aerwins.us/XTURISMO/

Video: https://www.youtube.com/channel/UCPP6jQKTqCRXpAmyfZ-94VQ

Instagram: https://www.instagram.com/XTURISMO_official/

 

About AERWINS Technologies Inc.

 

Under the mission statement Changing Society from the Top Down, AERWINS Technologies is focused on developing and deploying the XTURISMO Hoverbike. AERWINS will continue to innovate, unbound by existing ideas, to build and deploy the systems necessary to realize an air mobility society. For more information, please visit https://aerwins.us/.

 

Important Notice Regarding Forward-Looking Statements

 

This press release contains forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue,” or similar expressions. Such forward-looking statements include risks and uncertainties, and important factors could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks, and uncertainties are discussed in AERWINS’ filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown uncertainties and other factors which are, in some cases, beyond AERWINS’ control and could, and likely will, materially affect actual results, levels of activity, performance, or achievements. Any forward-looking statement reflects AERWINS’ current views concerning future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. AERWINS assumes no obligation to publicly update or revise these forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available. The contents of any website referenced in this press release are not incorporated by reference herein.

 

PR and IR Inquiries

 

info@aerwins.us

 

 

 

v3.23.3

Cover	Oct. 09, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 09, 2023
Entity File Number	001-40734
Entity Registrant Name	AERWINS Technologies Inc.
Entity Central Index Key	0001855631
Entity Tax Identification Number	86-2049355
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Shiba Koen Annex 6 f
Entity Address, Address Line Two	Shiba Koen 3-chome
Entity Address, Address Line Three	Minato-ku
Entity Address, City or Town	Tokyo
Entity Address, Country	JP
Entity Address, Postal Zip Code	105-0011
City Area Code	+813
Local Phone Number	6409-6761
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, $0.000001 par value per share
Title of 12(b) Security	Common Stock, $0.000001 par value per share
Trading Symbol	AWIN
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	AWINW
Security Exchange Name	NASDAQ

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