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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): August 24, 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.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 24, 2023, the Board of Directors (the “Board”) of AERWINS Technologies Inc. (the “Company”) appointed
Yinshun (Sue) He as the Company’s Chief Financial Officer (“CFO”) to succeed Kensuke Okabe. Ms. He had been providing
accounting services to the Company since June 2023 and will continue to provide such services to the Company in addition to her role
as its CFO. In addition to her work for the Company, since November 2020, Ms. He has been the Chief Financial Officer and a director
of The Yumy Candy Company Inc., a Canadian Securities Exchange listed company that develops gelatin-free, low sugar plant-based confectionery.
Since November 2019, Ms. He has been an accountant at Global Health Clinics Ltd., a telehealth care company that connects patients with
an online network of health care providers. Previously, Ms. He served as the controller for a private accounting firm that specialized
in full cycle accounting and assurance services. Ms. He earned her bachelor of business administration degree in accounting from Kwantlen
Polytechnic University and holds the professional designation of chartered professional accountant (CPA) in Canada.
The
Company has agreed to pay Ms. He $250,000 for services provided to the Company pursuant to an Independent Contractor Agreement
entered into between Ms. He and the Company dated June 16, 2023 and expiring on December 16, 2023. The agreement may be terminated by
either party without cause on 30 days prior written notice to the other party.
Effective
August 24, 2023, Mr. Okabe resigned as the Company’s Chief Financial Officer. The resignation was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
* |
Filed
or furnished herewith. |
+ |
Management
contract or compensatory plan or arrangement. |
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:
August 30, 2023 |
By: |
/s/
Taiji Ito |
|
Name: |
Taiji
Ito |
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
INDEPENDENT
CONTRACTOR AGREEMENT
This
Independent Contractor Agreement (“Agreement”), effective as of June 16, 2023, (the “Effective Date”),
is between AERWINS Technologies Inc (“Company”) and Yinshun He (“Contractor”).
Scope
of Services.
1.
Company retains Contractor for consulting work pertaining to assisting the Company in increasing its enterprise value, in which the
responsibilities of the Contractor are detailed in the list below:
i.
Accounting
ii.
Financial reporting
The
Contractor shall provide the Services in a timely, professional manner. Contractor shall work commencing on the Effective date. Contractor
is acting as an independent contractor, and not as an employee, agent or partner of Company. Contractor has and will fully comply with
all applicable laws and regulations in fulfilling its obligations under this Agreement. For the avoidance of doubt, in connection with
the performance of Services, neither the Consultant shall be involved in structuring any financing for the Company, engaging in credit-related
activities in connection with any such financing, soliciting investors for a financing, handling any funds, or engaging in any similar
activities in connection with a financing or otherwise.
2.
Fees, Benefits and Taxes.
2.1.
Fees. In exchange for the Services, Company will pay the Contractor $250,000 USD.
2.2.
No Benefits. As an independent contractor, Contractor is not eligible to participate in any of the Company’ s employee
benefit plans, programs or policies. Company will not provide workers’ compensation coverage for Contractor.
2.3.
Expenses. The Independent Contractor will not be reimbursed for any out-of-pocket expenses incurred in connection with providing
the Services. To clarify, all travel costs, equipment, consumables, additional labor and any other costs incurred by the Contractor in
providing the Services are the responsibility of the Contractor.
2.4.
Taxes and Other Expenses. Contractor is responsible for payment of all taxes relating to the fees paid by Company to Contractor,
as well as any taxes or assessments relating to its employees and contractors.
3.
Intellectual Property Rights.
3.1.
For good and valuable consideration, receipt of which is hereby acknowledged, Contractor assigns to the Company exclusively all of
Contractor’s rights, title and interest in and to any and all Intellectual Property Rights (as defined below) related specifically
to the Company’ s business or produced by Contractor in connection with her Services to the Company or using any confidential information
or any other Company intellectual property (collectively, the “Company Developments”). To the extent applicable, each copyrightable
Company Development and all related benefits will be deemed “work made for hire” and all right, title and interest in that
work and those benefits will vest with the Company. Contractor represents and warrants that it has the right to transfer all its rights
in the Company Developments to the Company. Contractor will take such actions and execute such documents as may be reasonably requested
by the Company to fully effectuate the purpose and intent of this provision of including but not be limited to vesting sole and absolute
ownership of the Company Developments in the Company. Contractor irrevocably appoints the Company and its duly authorized agents and
officers as its attorney-in- fact, to act for and in its behalf to execute and file any application and to do all other lawfully permitted
acts to further the prosecution and issuance of letters patent, copyright or other analogous protection with respect to the Company Developments
with the same legal force and effect as if executed by Contractor if at any time the Company is unable , after reasonable effort, to
secure Contractor’s signature on any letters patent, copyright or other analogous application relating to the Company Developments,
for any reason whatsoever.
3.2.
“Intellectual Property Rights” means all intellectual property rights, including patent rights, copyrights, moral rights,
trademark rights, trade name rights, service mark rights, trade dress rights, trade secret rights, proprietary rights, privacy rights,
and publicity rights, whether those rights have been filed or registered under any statute or are protected or protectable under applicable
law.
3.3.
For the avoidance of doubt, “ Company Developments” include Intellectual Property Rights to drones
and air mobility platform, processes, assays and methodologies produced by Contractor in connection with its Services to the Company
or using any confidential information or any other Company intellectual property
4.
Term; Termination.
4.1.
Termination. This agreement is valid as of the effective date for 6 months. The Company may terminate this Agreement without
cause upon thirty (30) days ‘ prior written notice to Contractor. Contractor may terminate this Agreement without cause upon thirty
(30) days ‘ prior written notice to Company. Upon termination of this Agreement or upon request by Company at any time, Contractor
will immediately return to Company all of Company’ s documents, records, and other information. Contractor shall not retain copies
of any of Company’ s documents, records or other information after termination of this Agreement.
4.2.
Effect of Termination. The following provisions will survive expiration of this Agreement or termination for any reason: Sections
4, 5, 6, 7, 8 and 9.
5.
Representations and Warranties. Contractor represents, warrants and covenants that: (a) Contractor has a valid business
license and a permanent tax account number; (b) Contractor will make all applicable tax and social security reports, filings and
payments required by the laws applicable to Contractor; (c) the Services will be performed in a professional and workmanlike manner
in accordance with applicable commercial standards; (c) this Agreement is the legal valid and binding obligation of Contractor and
is enforceable against Contractor in accordance with its terms; and (d) the performance of Services by Contractor under this
Agreement does not and will not violate any agreements with or obligations Contractor may have to any other person or entity, and
Contractor further agrees that Contractor will not use in the course of performing Services for Company or disclose to Company the
confidential information of any other person or entity without the prior written consent of that person or entity. To the extent any
materials used or delivered by Contractor contain matter proprietary to a third party, Contractor will obtain a license for Company
to use any such proprietary matters.
6.
Independent Contractor. Contractor agrees that Contractor is an independent contractor, that Contractor is not by this Agreement
constituted or appointed the legal representative or agent of Company, and that Contractor does not have the right or authority to
make directly or indirectly on behalf of Company any representation, warranty, guarantee or commitment, or to assume, execute or
incur any liability or any obligation of any kind on behalf of Company, whether express or implied. Contractor is solely responsible
for any employees it employs to provide the Services, including their compensation, payroll and other taxes, workers ‘
compensation insurance and any other costs, expenses or responsibilities typically associated with an employer. Contractor will
maintain any licenses, permits and insurance coverages required to be maintained by an independent business and will be responsible
for reporting and paying all taxes, fees and other expenses typically the responsibility of an independent busine ss. In performing
the Services: (a) Contractor will not be under Company’s direction and control; (b) Contractor will determine the time and
manner of providing the Services (c) Contractor will choose the location from which to provide the Services; and (d) Contractor
will provide equipment required to perform the service s. Contractor acknowledges that Contractor is engaged as an independent
contractor by other entities to perform Services similar to the Services to be performed by Contractor under this
Agreement.
7.
Indemnification.
(a)
The Contractor will indemnify, defend and hold Company and its affiliates harmless from and against any and all damages , costs and
expenses (including reasonable defense costs, taxes, penalties, fines and interest) they incur in connection with a claim asserted
by any third party against Company or its affiliates, directly or in directly, that arises from or relates to: (a) any breach by
Contractor of any provision of this Agreement; (b) the gross negligence or willful misconduct of Contractor; (c) any violation of
any applicable law by Contractor that adversely affects the Company or its affiliates; (d) Contractor’ s status as an
independent contractor, including claims by any government entity for taxes, fees, penalties, interest or other costs and expenses,
including those payable to any government entity, Contractor or other person or entity as a result of a determination that
Contractor is not an independent contractor; or (e) any claim by an employee or contractor of Contractor; or (f) a claim that the
Services or any Company Developments infringe that third party’s copyrights, patents, or other intellectual property rights;
in each case, whether arising from or in connection with a demand , action , regulatory action, lawsuit, proceeding (including
proceedings under the Canada Bankruptcy Code), judgment, settlement, appeal or other post judgment proceeding and whether asserted
in contract, tort, strict liability or otherwise. Notwithstanding anything to the contrary herein, Contractor’ s total
indemnity under any claim(s) hereunder is limited to US$ 100,000.
(b)
The Company will indemnify, defend and hold Contractor, and their affiliates harmless from and against any and all damages , costs and
expenses (including reasonable defense costs, taxes, penalties, fines and interest) they incur in connection with a claim asserted by
any third party against Contractor or its affiliates, directly or in directly, that arises from or relates to: (a) any breach by Company
of any provision of this Agreement; (b) the gross negligence or willful misconduct of the Company; (c) any violation of any applicable
law by Company that adversely affects Contractor or its affilitaes; (d); or (e) a claim that the activities of the Company infringe that
third party’s copyrights, patents, or other intellectual property rights; in each case, whether arising from or in connection with
a demand , action , regulatory action, lawsuit, proceeding (including proceedings under the Canada Bankruptcy Code), judgment, settlement,
appeal or other post judgment proceeding and whether asserted in contract, tort, strict liability or otherwise.
8.
Nonsolicitation and Confidentiality.
8.1. Nonsolicitation.
During the Term of this Agreement and for a period of twelve (12) months following the termination of this Agreement for any reason,
Contractor will not: (a) induce , solicit, contact, or sell or attempt to sell Services or products similar to those sold by the
Company to a current customer or prospective customer of the Company; (b) take any action that may cause, or causes, a supplier,
vendor , current customer or prospective customer of the Company to: (i) reduce the volume of business it transacts with the
Company, or (ii) divert or fail to tender new business opportunities or increased business to the Company; and/or (c) hire or
solicit any employee, supplier, or vendor of the Company to leave employment or otherwise change or terminate its relationship with
the Company, except with the explicit prior written consent of the Company, which may be withheld for any reason. “Current
customer” means any person or entity to which the Company has sold products or Services within the one-year period preceding
the termination of this Agreement. “Prospective customer” means any person or entity contacted by the Company or that
the Company can prove it intended to contact within the one-year period preceding the termination of this Agreement.
8.2.
Confidentiality.
(a)
“Confidential Information” includes all trade secrets and all other proprietary or confidential information of Company, including
its organization, business operations, relationships, finances, budgets, projections, marketing plans, strategies, forecasts, products,
Services, prices, costs, customers and suppliers, to which Contractor has had or may have access. The term “Confidential Information”
also includes all notes , records, drawings, specifications, data and other documentation about any of the matters described in the
preceding sentence, whether prepared by Contractor or others, in any form, whether or not marked as “confidential”
or “proprietary.” The term “Confidential Information” does not include any information that is generally available
to and known by the general public without violating the terms of this Agreement.
(b)
Contractor agrees to protect and keep secret all Confidential Information and will not use or disclose any Confidential Information to
any person other than Company, its authorized employees and such other persons to whom Contractor has been instructed by Company to make
disclosure, in each case only to the extent required in the course of Contractor’s service to Company. Because Contractor has had
or may have access to the confidential information of third parties with whom Company does business, Contractor will treat that information
with the same degree of care and subject to the same obligations and restrictions as required by this Agreement for Company’s Confidential
Information. Contractor’s obligations under this Section with respect to any particular Confidential Information of Company, as
well as the confidential information of others, will expire only at such time as that information ceases to be Confidential Information.
8.3.
Remedies. Contractor consents and agrees that it would be difficult to measure damages from any breach of this Sections 8
and that monetary damages would be an inadequate remedy for any such breach. Accordingly, Contractor agrees that upon a breach of this
Section 8, the Company will be entitled, in addition to any other remedy it may have in law or in equity, to an injunction or other appropriate
order to restrain any such breach, without showing or proving any actual damage sustained, and without posting a bond or other undertaking.
8.4.
Contractor’s Acknowledgement. Contractor acknowledges that the nom-solicitation and confidentiality restrictions in
Section 8 will not interfere with Contractor’ s ability to make a living performing the type of Services Contractor performs as
an independent contractor.
9.
General Provisions.
9.1.
Notices. Any notice under this Agreement will be in writing and will be effective when either delivered in person or deposited
as registered or certified mail, postage prepaid, addressed to the party at the address set forth below that party’s signature
line at the end of this Agreement, or sent by e- mail to the e-mail address set forth below. Either party may by written notice to the
other party designate a different address.
9.2.
Governing Law; Dispute Resolution. This Agreement will be governed by and interpreted in accordance with the laws of British
Columbia and the laws of Canada applicable therein. Any controversy, claim or dispute arising out of or relating to this Agreement shall
be resolved through final and binding arbitration near contractor ‘ s residence or other location agreed to by the parties, conducted
by and according to the rules of the courts of British Columbia. Pending the outcome of arbitration, either party may apply to a court
of competent jurisdiction for provisional process, specific performance and /or injunctive relief. The arbitrator’s decision may
be entered and enforced in any court of competent jurisdiction.
9.3.
Entire Agreement ; Amendments . This Agreement and any agreements referenced and incorporated herein, contain the entire agreement
of the parties with respect to the matters covered, and no other previous agreement, statement or promise made by either party to this
Agreement that is not contained in the terms of this Agreement will be binding or valid. This Agreement may be amended only in writing
by both parties to the Agreement.
9.4.
Successors and Assigns. This Agreement will be binding upon and will inure to the benefit of the parties and their respective
heirs, personal representatives, successors and authorized assigns.
9.5.
Attorneys’ Fees. The prevailing party in any arbitration or court action arising from or relating to this Agreement,
including any appeals, will be entitled to an award of its reasonable attorneys’ fees, costs and disbursements , as determined
by the arbitrator or courts before which the action or appeal is tried or heard.
9.6.
Severability. Contractor hereby agrees that each provision in this Agreement will be treated as a separate and independent
clause, and the unenforceability of any one clause will in no way impair the enforceability of any of the other clauses in this Agreement.
Moreover, if any provision of this Agreement is for any reason be held to be void or unenforceable as written, the parties intend that
(a) such provision of the Agreement be enforced to the extent permitted by law, and (b) the balance of the Agreement remain in full force
and effect.
9.7.
Interpretation. Section and paragraph headings are for convenience only and do not affect the meaning or interpretation of
this Agreement. The words “includes” and “including” are not limited in any way and mean “includes or including
without limitation.” Both parties have had the opportunity to have this Agreement reviewed by their attorneys. Therefore, no rule
of construction or interpretation that disfavors the party drafting this Agreement or any of its provisions will apply to the interpretation
of this Agreement. Instead, this Agreement will be interpreted according to the fair meaning of its terms.
9.8.
Final Agreement. Both parties agree as the date of this agreement that neither party owes the other party any consideration.
Balance
of page intentionally left blank – signature page follows
IT
IS SO AGREED:
COMPANY |
|
CONTRACTOR |
|
|
|
AERWINS
Technologies Inc |
|
Yinshun
He |
|
|
|
|
|
By: |
/s/
Taiji Ito |
|
By: |
/s/
Yinshun He |
Signature |
Taiji
Ito |
|
Signature: |
Yinshun
He |
Address: |
Chief
Executive Officer |
|
|
|
|
|
|
|
|
E-maiI:___________________ |
|
E-mail: |
v3.23.2
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|
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|
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|
Document Period End Date |
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|
Entity File Number |
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|
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
|
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|
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|
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|
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|
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|
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