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) August 25, 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 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, the “Investor”). Pursuant to the SPA, the Company agreed to issue to the Investor 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 the Investor 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 the Investor 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 the Investor of a Warrant to acquire 1,568,542 shares of common stock.

 

Floor Price Amendment. On August 25, 2023 (the “Amendment Date”), the Company and the Investor 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 “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”).

 

As amended pursuant to the Note Amendments, the Conversion Price of the Closing Notes is a price equal to the lesser of: (i) US$0.90 (the “Fixed Price”); or (ii) 90% of the lowest single VWAP during the 20 Trading Days prior to conversion of the Closing Notes, subject to adjustment as disclosed below, provided that in no event shall the Conversion Price be less than the Floor Price, and in the event that the calculation as set forth above would result in a Conversion Price less than the Floor Price, the “Conversion Price” for purposes shall be the Floor Price. If the Company shall at any time or from time to time after the Amendment Date effect a split or other subdivision of the outstanding common stock, the Floor Price in effect immediately prior to the stock split shall be proportionately decreased, and if the Company shall at any time or from time to time after the Amendment Date combine its outstanding common stock, the Floor Price in effect immediately prior to the combination shall be proportionately increased.

 

Cash Payment. The Note Amendments also provide that at the option of the Investor, if in connection with a conversion under the Closing Notes, as amended, 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 the Investor a cash amount equal to (i) the number of shares of common stock that would be issued to the Investor 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 the Investor in connection with the conversion; and (iii) multiplying the result thereof by the VWAP on the Conversion Date.

 

The foregoing description of the Note Amendments is qualified in its entirety by reference to the Note Amendments, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number		Description
10.1		Amendment to Senior Convertible Promissory Note First Closing Note between AERWINS Technologies, Inc. and Lind Global Fund II LP dated August 25, 2023.
10.2		Amendment to Senior Convertible Promissory Note Second Closing Note between AERWINS Technologies, Inc. and Lind Global Fund II LP dated August 25, 2023.
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: August 28, 2023	AERWINS Technologies Inc.
	By:	/s/ Taiji Ito
		Taiji Ito
		Chief Executive Officer

 

 

 

Exhibit 10.1

 

Amendment to Senior Convertible Promissory Note

First Closing Note

 

Dated as of August 25, 2023

 

This Amendment to Senior Convertible Promissory Note (this “Amendment”), 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”), and the Parties now wish to amend the 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:

 

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

 

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

 

(a)

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

 

(b) Conversion Price. The “Conversion Price” means, the lesser of: (i) US$0.90 (the “Fixed Price”); or (ii) 90% of the lowest single VWAP during the 20 Trading Days prior to conversion of this Note, and shall be subject to adjustment as provided herein, provided that in no event shall the Conversion Price be less than the Floor Price (as defined below), and in the event that the calculation as set forth above would result in a Conversion Price less than the Floor Price, the “Conversion Price” for purposes herein shall be the Floor Price, and provided that the provisions of this Section 3.01(b) with respect to the Floor Price shall take precedence over any other provisions of this Note which would otherwise result in the Conversion Price being less than the Floor Price pursuant to this Section 3.01(a).

 

(b)

A new Section 3.01(c) and Section 3.01(d) is hereby added to the Original Note, immediately following Section 3.01(b), and providing as follows:

 

(c) Floor Price. For purposes herein, the “Floor Price” means $0.18176, subject to adjustment as set forth herein. If the Maker shall at any time or from time to time after the Amendment Date effect a split or other subdivision of the outstanding Common Stock, the Floor Price in effect immediately prior to the stock split shall be proportionately decreased, and if the Maker shall at any time or from time to time after the Amendment Date combine the outstanding Common Stock, the Floor Price in effect immediately prior to the combination shall be proportionately increased, with any adjustments pursuant to this sentence being effective at the close of business on the date the stock split or combination occurs.

 

 

(d) Cash Payment. At the option of the Holder, if in connection with a conversion under this Note, the Conversion Price is deemed to be the Floor Price, then in addition to issuing the Conversion Shares at the Floor Price, the Maker will also pay to the Holder a cash amount equal to the following formula:

 

(A – B) x C

 

Where:

 

A = Number of shares of Common Stock that would be issued to the Holder on such Conversion Date determined by dividing the Conversion Amount 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 Conversion Date (notwithstanding the Floor Price);

 

B = Number of Conversion Shares issued to the Holder in connection with the conversion; and

 

C = the VWAP on the Conversion Date.

 

3.	Other than as amended herein, the 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. Following the Amendment date, any reference to the “Note” shall be deemed a reference to the Original Note as amended by this Amendment.
4.	This Amendment and all matters based upon, arising out of or relating in any way to this Amendment, including all disputes, claims or causes of action arising out of or relating to this Amendment as well as the interpretation, construction, performance and enforcement of this Amendment, 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.
5.	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 Parties have executed this Amendment as of the Amendment Date.

 

	AERWINS Technologies Inc.
	By:	/s/ Taiji Ito
	Name:	Taiji Ito
	Title:	Chief Executive Officer

 

	Lind GLOBAL FUND II LP
	By:	/s/ Jeff Easton
	Name:	Jeff Easton
	Title:	Manager

 

 

Exhibit 10.2

 

Amendment to Senior Convertible Promissory Note

Second Closing Note

 

Dated as of August 25, 2023

 

This Amendment to Senior Convertible Promissory Note (this “Amendment”), 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 May 23, 2023 (the “Original Note”), and the Parties now wish to amend the 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:

 

1.	Defined terms used herein without definition shall have the meaning given to them in the Original Note.
2.	Subject to the provisions hereof, the Original Note is hereby amended as follows:

 

(a)

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

 

(b) Conversion Price. The “Conversion Price” means, the lesser of: (i) US$0.90 (the “Fixed Price”); or (ii) 90% of the lowest single VWAP during the 20 Trading Days prior to conversion of this Note, and shall be subject to adjustment as provided herein, provided that in no event shall the Conversion Price be less than the Floor Price (as defined below), and in the event that the calculation as set forth above would result in a Conversion Price less than the Floor Price, the “Conversion Price” for purposes herein shall be the Floor Price, and provided that the provisions of this Section 3.01(b) with respect to the Floor Price shall take precedence over any other provisions of this Note which would otherwise result in the Conversion Price being less than the Floor Price pursuant to this Section 3.01(a).

 

(b)

A new Section 3.01(c) and Section 3.01(d) is hereby added to the Original Note, immediately following Section 3.01(b), and providing as follows:

 

(c) Floor Price. For purposes herein, the “Floor Price” means $0.18176, subject to adjustment as set forth herein. If the Maker shall at any time or from time to time after the Amendment Date effect a split or other subdivision of the outstanding Common Stock, the Floor Price in effect immediately prior to the stock split shall be proportionately decreased, and if the Maker shall at any time or from time to time after the Amendment Date combine the outstanding Common Stock, the Floor Price in effect immediately prior to the combination shall be proportionately increased, with any adjustments pursuant to this sentence being effective at the close of business on the date the stock split or combination occurs.

 

 

(d) Cash Payment. At the option of the Holder, if in connection with a conversion under this Note, the Conversion Price is deemed to be the Floor Price, then in addition to issuing the Conversion Shares at the Floor Price, the Maker will also pay to the Holder a cash amount equal to the following formula:

 

(A – B) x C

 

Where:

 

A = Number of shares of Common Stock that would be issued to the Holder on such Conversion Date determined by dividing the Conversion Amount 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 Conversion Date (notwithstanding the Floor Price);

 

B = Number of Conversion Shares issued to the Holder in connection with the conversion; and

 

C = the VWAP on the Conversion Date.

 

3.	Other than as amended herein, the 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. Following the Amendment date, any reference to the “Note” shall be deemed a reference to the Original Note as amended by this Amendment.
4.	This Amendment and all matters based upon, arising out of or relating in any way to this Amendment, including all disputes, claims or causes of action arising out of or relating to this Amendment as well as the interpretation, construction, performance and enforcement of this Amendment, 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.
5.	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 Parties have executed this Amendment as of the Amendment Date.

 

	AERWINS Technologies Inc.
	By:	/s/ Taiji Ito
	Name:	Taiji Ito
	Title:	Chief Executive Officer

 

	Lind GLOBAL FUND II LP
	By:	/s/ Jeff Easton
	Name:	Jeff Easton
	Title:	Manager

 

 

v3.23.2

Cover	Aug. 25, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 25, 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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