Form 8-K - Current report

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
of incorporation)	File Number)	Identiﬁcation No.)

The Walnut Building

691 Mill St, Suite 204

Los Angeles, CA

90021

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (702) 527-1270

(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 1.01

Entry into a Material Definitive Agreement.

As previously reported in a Form 8-K filed with the U.S. Securities and Exchange Commission on April 13, 2023, on April 12, 2023, AERWINS Technologies Inc., a Delaware corporation’s (the “Company,” “we,” “us,” or “AERWINS”) entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Fund II LP, an investment fund managed by The Lind Partners, a New York based institutional fund manager (together, “Lind Global”). Pursuant to the SPA, the Company agreed to issue to Lind Global up to three secured convertible promissory notes (the “Notes” and each a “Note”) in the aggregate principal amount of $6,000,000 and warrants (the “Warrant” and each a “Warrant”) to purchase up to 5,601,613 shares of the Company’s common stock ( the “Transaction”).

The Closing of the first Tranche (the “First Closing”) occurred on April 12, 2023 and consisted of the issuance and sale to the Investor of a Note with a purchase price of $2,100,000 and a principal amount of $2,520,000 (the “First Closing Note”) and the issuance to Lind Global of a Warrant to acquire 2,532,678 shares of common stock. The Closing of the second Tranche (the “Second Closing”) occurred on May 23, 2023 and consisted of the issuance and sale to Lind Global of a Note with a purchase price of $1,400,000 and a principal amount of $1,680,000 (the “Second Closing Note,” together with the First Closing Note, the “Closing Notes”), and the issuance to Lind Global of a Warrant to acquire 1,568,542 shares of common stock.

First Amendments. On August 25, 2023, the Company and Lind Global entered into an Amendment to Senior Convertible Promissory Note First Closing Note and an Amendment to the Senior Convertible Promissory Note Second Closing Note (collectively, the “First Note Amendments”) which amended the Closing Notes’ Conversion Price (as defined in the Closing Notes) to include a floor price of $0.18176 (the “Floor Price”) and provided for a cash payment if the Conversion Price is deemed to be the Floor Price, then in addition to issuing the Conversion Shares (as defined in the Closing Notes) at the Floor Price, the Company will also pay to Lind Global a cash amount equal to (i) the number of shares of common stock that would be issued to Lind Global upon a conversion determined by dividing the dollar amount to be converted being paid in shares of common stock by ninety percent (90%) of the lowest single VWAP during the twenty (20) Trading Days prior to the applicable date of conversion (notwithstanding the Floor Price) less (ii) the number of Conversion Shares issued to Lind Global in connection with the conversion; and (iii) multiplying the result thereof by the VWAP on the Conversion Date.

Second Amendments. On January 23, 2024, the Company and Lind Global entered into an Amendment No. 2 to Senior Convertible Promissory Note First Closing Note and an Amendment No. 2 to the Senior Convertible Promissory Note Second Closing Note (collectively, the “January Note Amendments”) which amended the Closing Notes to, subject to the conditions discussed below, (i) reduce the aggregate principal amount of the Closing Notes from $2,520,000 to $2,100,000, (ii) require the Company to repay an aggregate of $1,750,000 of the principal amount of the Closing Notes no later than the closing date of a public offering of the Company’s Common Stock where it receives gross proceeds of at least $13,500,000 (the “Public Offering”) and (iii) requires Lind Global to convert no less than an aggregate of $1,750,000 of the Closing Notes no later than 11 months after the closing of the Public Offering, provided that at the time of such conversion Lind Global receives shares of Common Stock that may be disposed of without restrictive legend at their issuance pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act (the “Mandatory Conversion Amount”).

In addition, on January 23, 2024, the Company and Lind Global entered into Amendment No. 2 to Securities Purchase Agreement (the “SPA Amendment No. 2”) to, subject to the conditions discussed below, (i) eliminate the obligation of the Company and Lind Global to complete the Third Closing, (ii) delete the clause obligating the Company to register the shares of common stock issuable upon conversion of the Closing Notes and exercise of the Warrants (collectively, the “Closing Securities”) or pay Lind Global any delay payments as a result of the Company’s failure to register the Closing Securities, (iii) eliminate certain restrictions on the Company’s right to issue equity and debt in future transactions and (iv) eliminate Lind Global’ right to participate in future offerings of the Company’s securities, other than its rights to participate in the Public Offering.

The January Note Amendments and the SPA Amendment are subject to the Company completing the Public Offering and making the Mandatory Prepayment as discussed above.

The foregoing description of the First Note Amendments is qualified in its entirety by reference to the January Note Amendments and the SPA Amendment No. 2, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number		Description
10.1		Amendment No. 2 to Senior Convertible Promissory Note First Closing Note between AERWINS Technologies, Inc. and Lind Global Fund II LP dated January 23, 2024.

10.2		Amendment No. 2 to Senior Convertible Promissory Note Second Closing Note between AERWINS Technologies, Inc. and Lind Global Fund II LP dated January 23, 2024.

10.3		Amendment No. 2 to Securities Purchase Agreement between AERWINS Technologies, Inc. and Lind Global Fund II LP dated January 23, 2024.

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: January 23, 2024	AERWINS Technologies Inc.

	By:	/s/Kiran Sidhu
		Kiran Sidhu
		Chief Executive Officer

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 Delaware limited partnership (together with its successors and representatives, the “Holder”). The Maker and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Holder is the holder of that certain Senior Convertible Promissory Note of the Maker, dated April 12, 2023 (the “Original Note”);

WHEREAS, the Parties amended the Original Note pursuant to the terms of an Amendment to Senior Convertible Promissory Note – First Closing Note dated as of August 25, 2023 (“Amendment No. 1,” together with the Original Note, the “Amended Original Note”);

WHEREAS, Events of Default have occurred under the Amended Original Note;

WHEREAS, the Parties now wish to amend the Amended Original Note as set forth herein and, pursuant to Section 5.06 of the Original Note, the Original Note may be amended in writing;

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Defined terms used herein without definition shall have the meaning given to them in the Amended Original Note.

Subject to the provisions hereof, the Amended Original Note is hereby amended as follows:

(a)

Principal Amount. The Parties hereby acknowledge and agree that the Principal Amount of the Amended Original Note shall be reduced from $2,520,000 to $2,100,000.

(b)

Section 1.03 Prepayment. of the Original Note is hereby amended and restated in its entirety to provide as follows:

Section 1.03 Prepayments. The Maker shall repay no less than $350,000 of the then Outstanding Principal Amount (the “Mandatory Prepayment Amount”) on the date of the payment of the proceeds from the Public Offering Date (as defined below). For the avoidance of doubt nothing herein shall been deemed to prevent the Holder from exercising its right to convert this Note following the public announcement of the closing of the Public Offering. Following the payment of the Mandatory Prepayment Amount the Maker may prepay all but not less than all of the then Outstanding Principal Amount, provided that the Maker shall have given no less than ten (10) day’s written notice to the Holder of such intended prepayment (the “Prepayment Notice”). If the Maker elects to prepay this Note pursuant to this Section 1.03 following the payment of the Mandatory Prepayment Amount, the Holder shall have the right (a “Prepayment Conversion Notice”) within five (5) Business Days of the Holder’s receipt of a Prepayment Notice, to convert up to one third (1/3) of the Principal Amount (the “Maximum Amount”) at the Conversion Price (as defined below), in accordance with the provisions of Article 3, specifying the Principal Amount (up to the Maximum Amount) that the Holder will convert. Upon delivery of a Prepayment Notice, the Maker irrevocably and unconditionally agrees to, within five (5) Business Days of receiving a Prepayment Conversion Notice, and if no Prepayment Conversion Notice is received, within five (5) Business Days of delivery of a Prepayment Notice: (i) repay the amount of the Outstanding Principal Amount plus the Prepayment Amount minus the Principal Amount set forth in the Prepayment Conversion Notice and (ii) issue the applicable Conversion Shares to the Holder in accordance with Article 3, and subject to the remaining provisions herein, as applicable. The foregoing notwithstanding, the Maker may not deliver a Prepayment Notice with respect to any Outstanding Principal Amount that is subject to a Conversion Notice previously delivered by the Holder in accordance with Article 3 or following any Event of Default. For purposes herein, “Prepayment Amount” means an amount in cash equal to five percent (5%) of the Outstanding Principal Amount set forth in a Prepayment Notice delivered to the Holder.

(c)

Section 3.01(a) of the Original Note is hereby amended and restated in its entirety to provide as follows:

(a) At any time following the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable Common Stock as is determined by dividing (x) that portion of the Outstanding Principal Amount that the Holder elects to convert (the “Conversion Amount”) by (y) the Conversion Price then in effect on the date on which the Holder delivers a notice of conversion, in substantially the form attached hereto as Exhibit B (the “Conversion Notice”), in accordance with the instructions set forth in Section 5.01 to the Maker, provided, however, the Holder shall be obligated to convert no less than $1,750,000 of the Principal Amount no later than the date that is 11 months after the closing of the Public Offering provided that (i) the Public Offering shall have resulted in gross proceeds to the Company of no less than $13,500,000, and (ii) at the time of such conversion the Holder shall receive shares of Common Stock that may be disposed of without restrictive legend at their issuance to the Holder pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the 1933 Act. The Holder shall deliver this Note to the Maker at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of the date of such conversion (each, a “Conversion Date”).

(d)

The Original Note is hereby amended to include a new Article VI to provide as follows:

ARTICLE VI. EVENTS OF DEFAULT; FORBEARANCE AND WAIVER.

6.01 Existing Event of Default. One or more events have occurred that constitute an Event of Default under Section 2.01 of the Note (the “Existing Events of Default”).

6.02 Forbearance. Subject to the terms and conditions herein, the Holder agrees that it will forbear from exercising any of its rights or remedies under the Note as the result of the Existing Events of Default until the occurrence of a Forbearance Termination Event (as hereinafter defined), provided that, the Maker completes a public offering of its Common Stock where it receives gross proceeds of at least $13,500,000 (the “Public Offering”) no later than April 15, 2024 and the Maker has paid to the Holder the Mandatory Prepayment Amount and the Mandatory Prepayment Amount (as defined in that certain Senior Convertible Promissory Note issued by the by the Company to the Holder on May 23, 2023, as amended by that certain Amendment No. 1 thereto dated as of August 25, 2023, and that certain Amendment No. 2 thereto dated as of January 23, 2024).

6.03 Forbearance Termination Event. The forbearance set forth in Section 6.02 shall terminate upon the earliest to occur of the following:

(a) The failure of the Maker to complete the Public Offering by April 15, 2023; and /or

(b) The failure of the Maker to pay the Mandatory Prepayment Amounts as provided for in Section 6.02.

(each a “Forbearance Termination Event”).

6.03 Non-Waiver. The foregoing agreement to forbear is for the limited purpose set forth herein, shall be limited to the precise meaning of the words as written herein, and shall not be deemed to (x) be a consent to any waiver or modification of any term or condition of the Note, except as otherwise expressly set forth herein, or (y) prejudice any right or remedy that the Holder may now have or may have in the future under or in connection with the Note or any other document or instrument related thereto, including, without limitation, any right to apply proceeds of any collateral securing the obligations under the Note or any other document or instrument related thereto, except as otherwise expressly set forth herein. Maker acknowledges that the Holder has no obligation to grant any other forbearance.

6.04 Effect of Forbearance Termination Event. Upon the occurrence of a Forbearance Termination Event, (i) the Holder shall be entitled to accelerate outstanding obligations and demand payment of all amounts payable under this Note and/or to exercise any and all rights and remedies available under this Note, under the Securities Purchase Agreement, under any other agreement between Maker and the Holder, under any security agreement or guaranty entered into in connection with this Note at law or in equity, and (ii) the reduction of the Principal Amount provided for in the Amendment No. 2 to this Note, dated as of January 23, 2024 (the “Second Amendment”), shall be deemed not to have occurred and the amounts owing under this Note shall include the Principal Amount owing prior to the date of the Second Amendment and the Holder, such other amounts owing as of such date and any amounts that would have accrued on this Note had the Second Amendment not been entered into.

Other than as amended herein, the Amended Original Note shall remain in full force and effect and nothing herein shall be deemed to constitute a waiver by the Maker of any Events of Default which may have occurred prior to the date of this Amendment No. 2. Following the Amendment Date, any reference to the “Note” shall be deemed a reference to the Amended Original Note as amended by this Amendment No. 2.

This Amendment No. 2 and all matters based upon, arising out of or relating in any way to this Amendment No. 2, including all disputes, claims or causes of action arising out of or relating to this Amendment No. 2 as well as the interpretation, construction, performance and enforcement of this Amendment No. 2, shall be governed by the laws of the United States and the State of Delaware, without regard to any jurisdiction’s conflict-of-laws principles.

This Amendment No. 2 may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

In witness whereof, the Parties have executed this Amendment No. 2 as of the Amendment Date.

	AERWINS Technologies Inc.

	By:	/s/ Kiran Sidhu
	Name:	Kiran Sidhu
	Title:	Chief Executive Officer

	Lind GLOBAL FUND II LP

	By:	/s/ Jeff Eston
	Name:	Jeff Easton
	Title:	Managing Member of
	Lind Global Partners II LLC, General Partner

Exhibit 10.2

Amendment No. 2 to Senior Convertible Promissory Note

Second Closing Note

Dated as of January 23, 2024

WHEREAS, the Holder is the holder of that certain Senior Convertible Promissory Note of the Maker, dated May 23, 2023 (the “Original Note”);

WHEREAS, the Parties amended the Original Note pursuant to the terms of an Amendment to Senior Convertible Promissory Note – Second Closing Note dated as of August 25, 2023 (“Amendment No. 1,” together with the Original Note, the “Amended Original Note”);

WHEREAS, Events of Default have occurred under the Amended Original Note;

WHEREAS, the Parties now wish to amend the Amended Original Note as set forth herein and, pursuant to Section 5.06 of the Original Note, the Original Note may be amended in writing;

Defined terms used herein without definition shall have the meaning given to them in the Amended Original Note.

Subject to the provisions hereof, the Amended Original Note is hereby amended as follows:

(a)

Principal Amount. The Parties hereby acknowledge and agree that the Principal Amount of the Amended Original Note shall be reduced from $1,680,000 to $1,400,000.

(b)

Section 1.03 Prepayment. of the Original Note is hereby amended and restated in its entirety to provide as follows:

Section 1.03 Prepayments. The Maker shall repay no less than $1,400,000 of the then Outstanding Principal Amount (the “Mandatory Prepayment Amount”) on the date of the payment of the proceeds from the Public Offering Date (as defined below). For the avoidance of doubt nothing herein shall been deemed to prevent the Holder from exercising its right to convert this Note following the public announcement of the closing of the Public Offering. If the Maker elects to prepay this Note pursuant to this Section 1.03, the Holder shall have the right (a “Prepayment Conversion Notice”) within five (5) Business Days of the Holder’s receipt of a Prepayment Notice, to convert up to one third (1/3) of the Principal Amount (the “Maximum Amount”) at the Conversion Price (as defined below), in accordance with the provisions of Article 3, specifying the Principal Amount (up to the Maximum Amount) that the Holder will convert. Upon delivery of a Prepayment Notice, the Maker irrevocably and unconditionally agrees to, within five (5) Business Days of receiving a Prepayment Conversion Notice, and if no Prepayment Conversion Notice is received, within five (5) Business Days of delivery of a Prepayment Notice: (i) repay the amount of the Outstanding Principal Amount minus the Principal Amount set forth in the Prepayment Conversion Notice and (ii) issue the applicable Conversion Shares to the Holder in accordance with Article 3, and subject to the remaining provisions herein, as applicable. The foregoing notwithstanding, the Maker may not deliver a Prepayment Notice with respect to any Outstanding Principal Amount that is subject to a Conversion Notice previously delivered by the Holder in accordance with Article 3.

(c)

The Original Note is hereby amended to include a new Article VI to provide as follows:

ARTICLE VI. EVENTS OF DEFAULT; FORBEARANCE AND WAIVER.

6.01 Existing Event of Default. One or more events have occurred that constitute an Event of Default under Section 2.01 of the Note (the “Existing Events of Default”).

6.02 Forbearance. Subject to the terms and conditions herein, the Holder agrees that it will forbear from exercising any of its rights or remedies under the Note as the result of the Existing Events of Default until the occurrence of a Forbearance Termination Event (as hereinafter defined), provided that, the Maker completes a public offering of its Common Stock where it receives gross proceeds of at least $13,500,000 (the “Public Offering”) no later than April 15, 2024 and the Maker has paid to the Holder the Mandatory Prepayment Amount and the Mandatory Prepayment Amount (as defined in that certain Senior Convertible Promissory Note issued by the by the Company to the Holder on April 12, 2023, as amended by that certain Amendment No. 1 thereto dated as of August 25, 2023, and that certain Amendment No. 2 thereto dated as of January 23, 2024).

6.03 Forbearance Termination Event. The forbearance set forth in Section 6.02 shall terminate upon the earliest to occur of the following:

(a) The failure of the Maker to complete the Public Offering by April 15, 2023; and /or

(b) The failure of the Maker to pay the Mandatory Prepayment Amounts as provided for in Section 6.02.

(each a “Forbearance Termination Event”).

6.04 Effect of Forbearance Termination Event. Upon the occurrence of a Forbearance Termination Event, (i) the Holder shall be entitled to accelerate outstanding obligations and demand payment of all amounts payable under tis Note and/or to exercise any and all rights and remedies available under this Note, under the Securities Purchase Agreement, under any other agreement between Maker and the Holder, under any security agreement or guaranty entered into in connection with this Note at law or in equity, and (ii) the reduction of the Principal Amount provided for in the Amendment No. 2 to this Note, dated as of January 23, 2024 (the “Second Amendment”), shall be deemed not to have occurred and the amounts owing under this Note shall include the Principal Amount owing prior to the date of the Second Amendment and the Holder, such other amounts owing as of such date and any amounts that would have accrued on this Note had the Second Amendment not been entered into.

[Signature Page Follows]

In witness whereof, the Parties have executed this Amendment No. 2 as of the Amendment Date.

	AERWINS Technologies Inc.

	By:	/s/ Kiran Sidhu
	Name:	Kiran Sidhu
	Title:	Chief Executive Officer

	Lind GLOBAL FUND II LP

	By:	/s/ Jeff Eston
	Name:	Jeff Easton
	Title:	Managing Member of
	Lind Global Partners II LLC, General Partner

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 to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS the Parties are all of the parties to that certain Securities Purchase Agreement, dated as of April 12, 2023 (the “Original Agreement”);

WHEREAS, the Parties amended the Original Agreement pursuant to the terms of an Amendment No. 1 to Securities Purchase Agreement dated as of July 11, 2023 (“Amendment No. 1,” together with the Original Agreement, the “Amended Original Agreement”);

WHEREAS, Events of Default have occurred under the Amended Original Agreement;

WHEREAS, Events of Default have occurred under that certain Senior Convertible Promissory Note, dated as of April 12, 2023, and that certain Senior Convertible Promissory Note dated as of May 23, 2023, each of which was amendment pursuant to an Amendment No. 1 thereto dated as of August 25, 2023 (the “Notes);

WHEREAS, contemporaneous with this Amendment each of the Notes is being amended to an Amendment No. 2 thereto, to, among other things, provide for the forbearance of the Events of Default thereunder subject to certain conditions (the “Note Amendments”);

WHEREAS, the Parties now desire to amend the Amended Original Agreement as set herein and pursuant to the provisions of Section 11.09 of the Original Agreement, the Original Agreement may be amended in writing;

NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.	Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Original Agreement.

2.	Section 1.01(j) of the Original Agreement is hereby amended and restated in its entirety to provide as follows:

(j) “Change of Control” means, with respect to the Company, on or after the Effective Date: (i) a change in the composition of the Board of Directors of the Company at a single shareholder meeting where a majority of the individuals that were directors of the Company immediately prior to the start of such shareholder meeting are no longer directors at the conclusion of such meeting, without prior written consent of the Investor; (ii) a change, without prior written consent of the Investor, in the composition of the Board of Directors of the Company prior to the termination of this Agreement where a majority of the individuals that were directors as of the Effective Date cease to be directors of the Company prior to the termination of this Agreement; (iii) other than a shareholder that holds such a position at the Effective Date, if a Person comes to have beneficial ownership, control or direction over more than thirty-three percent (33%) of the voting rights attached to any class of voting securities of the Company; or (iv) the sale or other disposition by the Company or any of its Subsidiaries in a single transaction, or in a series of transactions, of all or substantially all of their respective assets, in each case, other than as a result of an issuance of Exempted Securities by the Company.

3.	Section 1.01(v) of the Original Agreement is hereby amended and restated in its entirety to provide as follows:

(v) “Exempted Securities” means (a) shares of Common Stock or options or restricted stock or other award issued to employees, independent contractors, officers or directors of the Company pursuant to any equity incentive plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, and including the Pono Capital Corp. 2022 Equity Incentive Plan (as applicable, each an “Equity Plan”), not to exceed in the aggregate five percent (5%) of the issued and outstanding shares of Common Stock as of the Effective Date, (b) securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder, other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Effective Date, provided that such securities have not been amended since the Effective Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (d) any Equity Securities issued pursuant to the Standby Equity Purchase Agreement; provided that following the Effective Date, the Standby Equity Purchase Agreement, shall not have been amended to extend the term thereof, to reduce the purchase price payable in respect of Common Stock thereunder, or to increase the commitment amount or the amount of Shares of Common Stock thereunder and (e) any common stock or other equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become convertible or exchangeable into or exercisable for such equity securities issued by the Company in a public offering pursuant to a registration statement filed by the Company with the SEC, provided that any offering of Exempted Securities pursuant to this this Section (e) shall not be “Exempted Securities” for purposes of Section 5.4 for any Warrant issued hereunder.

4.	Article IX. Registration Rights, including, but not limited to any Registration Delay Payments is hereby deleted in its entirety.

5.	Section 5.09 Prohibited Transactions; Equity and Indebtedness Issuances is hereby deleted in its entirety.

6.	Section 10.01 Rights Generally of the Original Agreement is hereby amended and restated in its entirety to provide as follows:

Section 10.01 Rights Generally. Subject to the terms and conditions of this Article X and applicable securities Laws and the other limitations herein, at any time prior to the closing date of the Public Offering, the Company proposes to offer or sell any New Securities (a “Subsequent Financing”), the Company shall first offer the Investor the opportunity to purchase up to twenty percent (20%) of such New Securities. The Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate among itself and its Affiliates.

7.	Expenses. On the date of the Public Offering the Company shall pay to counsel to the Investor $17,500.00 for costs related to this Amendment and the Note Amendments.

Effect of Amendment; Effect of Forbearance Termination Event. This Amendment shall form a part of the Amended Original Agreement for all purposes, and each Party shall be bound hereby and this Amendment and the Amended Original Agreement shall be read and interpreted as one combined instrument. From and after the Amendment Date, each reference in the Original Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Original Agreement shall mean and be a reference to the Amended Original Agreement as amended by this Amendment. Other than as amended herein the Amended Original Agreement shall remain in full force and effect. Upon the occurrence of a Forbearance Termination Event (as defined in the Note Amendments) (i) the Investor shall be entitled to accelerate outstanding obligations and demand payment of all amounts payable under the Amended Original Agreement and the Notes and/or to exercise any and all rights and remedies available under the Notes, under this Amendment, under the Amended Original Agreement, under any other agreement between Company and the Investor, under any security agreement or guaranty entered into in connection with the Note at law or in equity, and (ii) the amendments of Article IX, Section 5.09 and Section 10.01, shall be deemed rescinded and such provisions shall revert to their form prior to the date of this Amendment.

9.	Governing Law. This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware, without reference to principles of conflict of Laws or choice of Laws.

10.

Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Amendment Date.

COMPANY:		INVESTOR:

AERWINS TECHNOLOGIES INC.		LIND GLOBAL FUND II LP

By:	/s/ Kiran Sidhu	By:	/s/ Jeff Easton
Name:	Kiran Sidhu	Name:	Jeff Easton
Title:	Chief Executive Officer	Title:	Managing Member of Lind Global Partners II LLC, General Partner

[Signature Page of Amendment No. 1 to Securities Purchase Agreement]

Cover	Jan. 23, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2024
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	The Walnut Building
Entity Address, Address Line Two	691 Mill St
Entity Address, Address Line Three	Suite 204
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90021
City Area Code	(702)
Local Phone Number	527-1270
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

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