AERWINS Technologies Inc.: Nasdaq/NYSE listing notice — AERWINS Technologies faces Nasdaq delisting, shareholders approve reverse stock split and Lind Global issuance.

September 8, 2023, the Company also received a deficiency letter from the Staff of Nasdaq notifying the Company that the listing of its common stock was not in compliance with the minimum Market Value of Publicly Held Shares (the “MVPHS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(C) for continued listing on Nasdaq. Nasdaq Listing Rule 5450(b)(2)(C) requires the minimum MVPHS of $15,000,000, and Nasdaq Listing Rule 5810(c)(3)(D) provides that a failure to meet the minimum MVPHS requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on th

November 28, 2023, the Company filed its delinquent report for the quarterly period ended September 30, 2023. As previously disclosed, on October 18, 2023, the Company received a letter from the Listing Qualifications Department (the “Staff”) notifying the Company that the Staff has determined to delist the Company’s common stock and warrants from Nasdaq due to the Company not having regained compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”) during the 180-calendar-day period (the “Compliance Period”) following the deficiency letter the Company received from the St

June 8, 2023, the Company also received a deficiency letter from the Staff of Nasdaq notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(b)(2)(A) for continued listing on The Nasdaq Global Market, as the market value of the Company’s listed securities was less than $50,000,000 for the previous 30 consecutive business days and the Company does not meet any of the alternative listing requirements. As of the date of this Current Report on Form 8-K, the Company remains out of compliance with Nasdaq Listing Rule 5450(b)(2)(A). As previously

2. Change of Control Approval Shareholders voted to approve, for purposes of complying with NASDAQ Listing Rule 5635(b), the issuance of the shares of the Company’s common stock pursuant to its purchase agreement with Lind Global Fund II LP representing more than 20% of our common stock outstanding, which would result in a “change of control” of the Company under applicable Nasdaq listing rules, in accordance with the voting results listed below: For Against Abstain Broker Non-Votes 24,538,630 841,990 41,643 15,411,393

1. Reverse Stock Split Stockholders voted to approve the amendment of the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to effectuate a reverse stock split of the Company’s outstanding shares of Class A common stock, par value $0.000001 per share (“Common Stock”), at a ratio of no less than 1-for-10 and no more than 1-for-100, with such ratio to be determined at the sole discretion of the Board (the “Reverse Stock Split”), in accordance with the voting results listed below: For Against Abstain Broker Non-Votes 39,694,160 1,106,980 32,516 -

3. Issuance of More than 20% of Issued and Outstanding Common Stock Stockholders voted to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to its purchase agreement with Lind Global Fund II LP, in accordance with the voting results listed below: For Against Abstain Broker Non-Votes 24,419,395 961,513 41,355 15,411,393