Item 1.01. Entry into a Material Definitive Agreement.
On February 2, 2023, AERWINS Technologies Inc., previously named Pono Capital
Corp., a Delaware corporation (the "Company," "we," "us," or "AERWINS") entered
into a Subscription Agreement (the "Agreement") with and AERWINS, Inc., a
Delaware corporation and certain investors (collectively referred to herein as
the "Purchasers").
As previously reported, on September 7, 2022, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company,
Pono Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the
Company ("Merger Sub"), AERWINS, Inc. (formerly named AERWINS Technologies
Inc.), Mehana Equity, LLC, in its capacity as purchaser representative, and
Shuhei Komatsu, in his capacity as seller representative. Pursuant to the Merger
Agreement, at the closing of the Merger Agreement and the transactions
contemplated by the Merger Agreement (referred to herein together as the
"Business Combination"), which occurred on February 3, 2023, Merger Sub merged
with and into AERWINS, Inc., with AERWINS, Inc. continuing as the surviving
corporation.
Pursuant to the Agreement, the Purchasers agreed to purchase an aggregate
3,196,311 shares of common stock (the "Shares") of AERWINS, Inc. which was
immediately exchanged for 5,000,000 shares of common stock of the Company (the
"Company Shares") upon the consummation of the Business Combination in exchange
for an aggregate sum of $5,000,000.00 (the "Purchase Price") with the Purchase
Price being paid to AERWINS, Inc. prior to the closing of the Business
Combination (the "Closing").
Effective immediately prior to the Closing, AERWINS, Inc. issued the Shares to
the Purchasers and thereafter immediately upon the Closing, the Shares were
exchanged for the Company Shares, and the Company Shares were issued as a
registered issuance of securities under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to an effective registration filed by the
Company on Form S-4 (Registration No. 333-268625) which was declared effective
by the Securities and Exchange Commission on January 13, 2023.
The foregoing is a summary description of certain terms of the Agreement. For a
full description of all terms, please refer to the copy of the Agreement that is
filed herewith as Exhibits 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. All readers are encouraged to read the entire
text of the Agreement.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02. In the Agreement, the Purchasers represented that, among
other things, that they are each an "accredited investor" as defined in
Rule 501(a)(3) of Regulation D under the Securities Act. The Shares issued by
AERWINS, Inc. to the Purchasers prior to the Closing were issued in reliance
upon the exemption from the registration requirements of the Securities
Act afforded by Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Subscription Agreement dated February 2, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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