AERWINS Technologies Inc. executed the letter of intent to acquire Pono Capital Corp. (NasdaqCM:PONO) from Mehana Equity LLC and others in a reverse merger transaction on August 30, 2022. AERWINS Technologies Inc. signed a definitive Agreement and plan of merger to acquire Pono Capital Corp. from Mehana Equity LLC and others for $610 million in a reverse merger transaction on September 7, 2022. As consideration for the Merger, the holders of AERWINS securities collectively shall be entitled to receive from Pono, in the aggregate, a number of Pono securities with an aggregate value equal to $600,000,000, minus (b) the amount by which the aggregate amount of any outstanding indebtedness (minus cash held by AERWINS) of AERWINS at Closing (the “ Closing Net Indebtedness ”), minus (c) the amount by which AERWINS' Net Working Capital is less than $3 million, plus (d) the amount by which AERWINS' Net Working Capital exceeds $3 million, minus (e) specified transaction expenses of AERWNS associated with the Merger, with each AERWINS stockholder receiving, for each share of AERWINS common stock held, a number of shares of Pono common stock equal to (i) the Per Share Consideration, divided by (ii) $10.00. Each outstanding option or warrant to purchase AERWINS common stock shall be converted into the right to receive an option or warrant to purchase a number of shares of Pono common stock equal to (x) the Per Share Consideration divided by (y) $10.00. The transaction values AERWINS at $600 million, which is expected to result in a combined pro forma equity value of approximately $750 million, assuming no redemptions in the business combination. Assuming no redemptions by Pono stockholders, it is estimated that the current stockholders of AERWINS will own approximately 80% of the issued and outstanding shares of the combined company at closing. In connection with the Merger, it is expected that AERWINS will change its name to “Aerwins Technologies Operations, Inc.” and that Pono will then change its name to “AERWINS Technologies, Inc.” As a part of transaction, AERWINS anticipated being listed on the NASDAQ Capital Market under the symbols “AWIN” and “AWINW”. Shuhei Komatsu, of AERWINS, will lead the combined company. Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into AERWINS, with AERWINS continuing as the surviving corporation (the “Surviving Corporation”). The Pono board of directors after the Closing will consist of at least seven directors, including: (i) five (5) persons designated prior to the Closing by AERWINS, three of whom must qualify as independent directors; (ii) one (1) person designated prior to the Closing by Pono; and (iii) one (1) person mutually agreed upon and designated prior to the Closing by Pono and AERWINS, who must qualify as an independent director. On January 19, 2023, the parties to the merger agreement entered into that certain Amendment No. 1 to agreement and plan of merger (the “Amendment”), which provides that instead of seven (7) directors to be appointed to Pono Capital's board of directors upon the closing of the business combination, the parties will appoint five (5) directors to the board of directors.

The consummation of the Merger is subject to customary Closing conditions unless waived, including: the approval by the stockholders of each of AERWINS and Pono; approvals of any required governmental authorities and the expiration or termination of any anti-trust waiting periods; receipt of specified third-party consents; no law or order preventing the transactions; after giving effect to the redemption, Pono shall have at least $5,000,001 of net tangible assets as required by its charter; the parties agree to waive any minimum cash requirement as a Closing condition; the members of the post-Closing Pono board shall have been elected or appointed as of the Closing; the Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing, and no stop order or similar order shall be in effect with respect to the Registration Statement; and the shares of Pono common stock issued as Merger Consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance. Transaction is also subject to each Lock-Up Agreement, the Non-Competition Agreement, the Escrow Agreement, the Registration Rights Agreement, and employment agreements with specified employees being executed and delivered. The boards of directors of AERWINS and Pono have unanimously approved the Merger Agreement and the proposed transactions. Pono's Board established a committee, referred to as the “Special Committee”, comprised of all of Pono's directors other than Kotaro Chiba. As of January 27, 2023, Pono Capital's shareholders have approved the transaction. The transaction is expected to close in either the fourth quarter of 2022 or the first quarter of 2023. The cash proceeds raised in the transaction, after any redemptions and payment of transaction expenses, are currently anticipated to be used for product manufacturing, to fund company operations, support its growth and for general company operating purposes.

Andrew M. Tucker of Nelson Mullins Riley & Scarborough LLP is acting as legal counsel to Pono and Mehana Equity LLC in the transaction and Laura Anthony of Anthony L.G., PLLC is acting as legal counsel to AERWINS in the transaction. Marshall & Stevens, Incorporated rendered a fairness opinion the board of directors of Pono in their consideration of the transaction. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Pono. Pono has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the Pono Special Meeting. Pono paid $0.105 million to Marshall & Stevens for its services.

AERWINS Technologies Inc. completed the acquisition of Pono Capital Corp. (NasdaqCM:PONO) from Mehana Equity LLC and others in a reverse merger transaction on February 3, 2023. At the closing of the merger, Shuhei Komatsu, the Chief Executive Officer of AERWINS, Inc., assumed the positions of Chief Executive Officer, Chairman and a member of the Board of Directors of the Company, and the following persons were named to the Board of Directors: Taiji Ito- Director, Marehiko Yamada- Independent Director, Steve Iwamura- Independent Director, Dr. Mike Sayama- Independent Director, Steve Iwamura and Dr. Mike Sayama each also served as independent directors of the Company prior to the closing of the merger. Additionally, the following individuals were named as officers of the Company: Kensuke Okabe- Chief Financial Officer, Kazuo Miura-Chief Product Officer, Taiji Ito- Global Markets Executive Officer. EF Hutton, division of Benchmark Investments, LLC acted as financial advisor to AERWINS Technologies.