--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-030266" form_type: "8-K" ticker: null cik: "0001855631" company_name: "AERWINS Technologies Inc." filed_at: "2023-02-09T23:59:59+00:00" generated_at: "2026-06-19T20:58:33.199480+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # AERWINS Technologies completes de-SPAC merger; trading begins Feb 6 under AWIN ## Summary - Merger closed Feb 3, 2023; Pono renamed AERWINS Technologies Inc.; common stock trades on Nasdaq as AWIN, warrants as AWINW. - Total consideration ~$600M; holders redeemed 11.3M shares for ~$118.9M at $10.50/share; trust had $1.8M after redemptions. - Post-close ownership: former AERWINS holders ~93%, Sponsor ~6.7%, public ~0.3%. - CEO Shuhei Komatsu granted 1,525,196 options at $0.00015/share; all four named execs have $200k base salary and one-year terms. - Entered Standby Equity Purchase Agreement with YA II PN for up to $100M over 36 months and a $5M subscription for 5M shares. ## SEC filing metadata - accession: 0001193125-23-030266 - form_type: 8-K - cik: 0001855631 - company_name: AERWINS Technologies Inc. - filed_at: 2023-02-09T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 5.02, 3.02, 9.01, 3.03, 5.01, 5.03, 5.05, 5.06, 7.01, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1855631/000119312523030266/0001193125-23-030266-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1855631/000119312523030266/d458856d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-030266 - JSON: https://secwatch.observer/filing/0001193125-23-030266.json - Plain text: https://secwatch.observer/filing/0001193125-23-030266.txt ## Key facts - Governance Changes AERWINS Technologies Inc.: Adopted Amended and Restated Bylaws effective as of the Closing Date. - Change: bylaw amendment source text: AERWINS Technologies adopted the Fourth Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws effective as of the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1855631/000119312523030266/0001193125-23-030266-index.htm - Governance Changes AERWINS Technologies Inc.: Pono ceased being a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, Pono ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1855631/000119312523030266/0001193125-23-030266-index.htm - Governance Changes AERWINS Technologies Inc.: Adopted Fourth Amended and Restated Certificate of Incorporation effective as of the Closing Date in connection with the business combination. - Change: charter amendment source text: AERWINS Technologies adopted the Fourth Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws effective as of the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1855631/000119312523030266/0001193125-23-030266-index.htm - Governance Changes AERWINS Technologies Inc.: Adopted a new Code of Business Conduct and Ethics (effective 2023-02-03). - Change: code of ethics - Effective: 2023-02-03 source text: On February 3, 2023, the Company adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1855631/000119312523030266/0001193125-23-030266-index.htm - M&A Transactions AERWINS Technologies Inc. underwent a change of control involving Pono Capital Corp. and Pono Merger Sub, Inc. for Not explicitly stated - merger consideration; refer to Merger Agreement (closed 2023-02-03). - Action: change of control - Counterparty: Pono Capital Corp. and Pono Merger Sub, Inc. - Consideration: Not explicitly stated - merger consideration; refer to Merger Agreement - Closing: 2023-02-03 source text: On February 3, 2023, following the approval at the special meeting of the shareholders of Pono Capital Corp., a Delaware corporation held on January 27, 2023 (the " Special Meeting "), Pono Merger Sub, Inc., a Delaware corporation (" Merger Sub ") and a wholly-owned subsidiary of Pono Capital Corp., a Delaware corporation (" Pono "), consummated a merger (the " Merger ") with and into AERWINS, Inc. (formerly named AERWINS Technologies Inc.), a Delaware corporation (" AERWINS ") pursuant to an agreement and plan of merger, dated as of September 7, 2022 (as amended on January 19, 2023, the " Merger Agreement "), by and among Pono, Merger Sub, AERWINS, Mehana Equity LLC, a Delaware limited liability company (" Sponsor " or " Purchaser Representative ") in its capacity as the representative of the stockholders of Pono, and Shuhei Komatsu in his capacity as the representative of the stockholders of AERWINS (" Seller Representative "). evidence_url: https://www.sec.gov/Archives/edgar/data/1855631/000119312523030266/0001193125-23-030266-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.