Current Report Filing (8-k)
06 Junio 2023 - 3:06PM
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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
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
Shiba Koen Annex 6 f, 1-8, Shiba Koen 3-chome, Minato-ku, Tokyo, Japan 105-0011
(Address
of principal executive offices)
+813-6409-6761
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 obligations of the registrant under
any of the following provisions.
| ☐ |
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.
As
previously disclosed in the Current Report on Form 8-K filed on May 19, 2023 (the “May 19th 8-K”) by AERWINS Technologies
Inc. (the “Company”), on May 15, 2023, appointed Kiran Sidhu as a member of the Company’s Board of Directors (the “Board”)
and as Chairman of the Board. Also as reported in the May 19th 8-K, Mike Sayama and Marehiko Yamada resigned as members of
the Board, effective May 18, 2023 and May 15, 2023, respectively. Also as previously disclosed in the Current Report on Form 8-K filed
on May 26, 2023 by the Company, on May 22, 2023, the Board appointed Katie Field and Pavan Gill as independent members of the Board.
On
May 31, 2023, the Board appointed members of its committees as follows:
| |
Audit Committee: |
| |
|
Kiran Sidhu (Chair) |
| |
|
Katie Field |
| |
|
Pavan Gill |
| |
|
|
| |
Compensation Committee: |
| |
|
Katie Field (Chair) |
| |
|
Kiran Sidhu |
| |
|
Pavan Gill |
| |
|
|
| |
Nominating and ESG Committee: |
| |
|
Pavan Gill (Chair) |
| |
|
Kiran Sidhu |
| |
|
Katie Field |
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 hereunto duly authorized.
| |
AERWINS
Technologies Inc. |
| |
|
|
| Dated:
June 6, 2023 |
By: |
/s/
Taiji Ito |
| |
Name: |
Taiji
Ito |
| |
Title: |
Chief
Executive Officer |
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