8-K

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): February 13, 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)

PONO CAPITAL CORP

643 Ilalo Street, Honolulu, Hawaii 96813

(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 7.01 Regulation FD Disclosure.

Beginning February 13, 2023, AERWINS Technologies Inc. (the “Company”) will begin sharing the corporate presentation (the “Corporate Presentation”) attached hereto as Exhibit 99.1 and incorporated herein by reference. The Company expects to use the Corporate Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during the fiscal year ending December 31, 2023.

The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Corporate Presentation dated February 13, 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 hereunto duly authorized.

	AERWINS Technologies Inc.
Dated: February 13, 2023	By:	/s/ Shuhei Komatsu
	Name:	Shuhei Komatsu
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1 AERWINS Introduction February 2023 NASDAQ: AWIN AERWINS Technologies Inc. AERWINS Technologies Inc. 1

Forward-Looking Statements This presentation includes forward-looking statements that are subject to many risks and uncertainties. The forward-looking statements are not historical facts and constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which may cause actual results, performance, or achievements to differ materially from those expressed or implied. The words believe, anticipate, design, estimate, plan, predict, seek, expect, intend, may, could, should, potential, likely, projects, continue, will, and would and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are not guarantees of the future as there are a number of meaningful factors that could cause the Company’s actual results to vary materially from those indicated by such forward-looking statements. These statements are based on certain assumptions made based on experience, expected future developments and other factors the Company believes are appropriate in the circumstances. Factors which could cause actual results to differ from expectations, many of which are beyond the Company’s control are discussed in the Company’s filings with the Securities and Exchange Commission (the “Commission”) including those identified under the section captioned “Risk Factors” in the Company’s Form 424B3 filed with the Commission on January 13, 2023 and as updated in subsequent filings with the Commission. The Company disclaims any obligation to update the information contained in these forward-looking statements whether as a result of new information, future events or otherwise. 2 AERWINS Technologies Inc.

TAM of the Air-Mobility Industry • Air-Mobility can be utilized in various fields similar to that of luxury cars, helicopters and large motorcycles and expected to be a vast market. • Initially we will be addressing not only as a luxury mobility, entertainment purposes, island hopping but for government use such as security, police, firefighting and research. Air-Mobility Market Entertainment Transportation /The others /Logistics 21% 25% USD 140BN Auto / SIM in 2025 14% Defense / Police / Security… Source: UBS report / JAPAN Ministry of Economy, Trade and Industry Source: Morgan Stanley Air-Mobility TAM Report 3 AERWINS Technologies Inc. x $10BN

We believe that we are positioned to be the Global Leader in the Air-Mobility World Team Service Our members in aircraft and satellite hardware engineers and Mobility sales, application to accessory services (B2B, B2C, B2G) automobile and cloud related software engineers. Air traffic control system services (B2B, B2G) Supplying technology by OEM (B2B) Technology Holds over 100 intellectual properties and utilizes innovative technologies in the AI and real time rendering field. Focusing on SDGs for in order to expand into sustainable long-term eco-system. 4 AERWINS Technologies Inc. 4

Leadership Team Shuhei KOMATSU Kazuo MIURA, Founder, Director, Chief Executive Officer Chief Product Officer Shuhei Komatsu was involved in trading activities at Merrill Kazuo Miura joined Sony Corporation as the development and design Lynch and Global hedge fund in Singapore and London. He director of the PlayStation series. From 2014 through 2018, Mr. Miura assumed the position of Representative Director of A.L.I. in served as an executive officer and director of Sony Corporation and its February 2017. affiliates. He was appointed the position of Outside Director of A.L.I. in 2019, and then Director of Air Mobility in 2020. University of Tokyo, Aerospace Engineering / Advanced Energy Best paper award of AIAA Taiji ITO Daisuke KATANO Japan, A.L.I. Technologies CEO Director, Global Markets, Investor Relations Officer Daisuke Katano brings over a decade of experience in strategic Taiji Ito has extensive experience in the financial field worked in consulting and management support for startups at Dream Deutsche Bank and Credit Suisse in the US. A member of AERWINS’ Incubator, Boston Consulting Group, YCP Group and other Board of Directors since June 15, 2022. Mr. Ito is also a member of the domestic and foreign major enterprises. He assumed the position Board of Directors of A.L.I. Technologies since April 2022. of COO of A.L.I. in July 2018. Keio University, Economics University of Tokyo, System Engineering Kensuke OKABE Chief Financial Officer Kensuke Okabe joined Ernst & Yong ShinNihon LLC 2008, was Project Manager of the Accounting Standards Board of Japan, a Technical Fellow of International Accounting Standards Board, and a Senior Manager of Ernst & Young LLC. He assumed the position of CFO of A.L.I. in July 2022. University of Tokyo, Economics Certified Public Accountant in Japan 5 AERWINS Technologies Inc.

Product lineup and launch timeline De facto leader in the air mobility field Product Lineup 1. Xturismo 2. Speeder 3. Software <C.O.S.M.O.S> 4. Peripheral Goods Universal platform Alliance with manufacturers by Entry into the GCC market Beginning of marketing phase Releasing aerial route to public licensing and OEM Inception of office and R&D center Launch Launch air traffic Launch Launch XTURISMO global platform XTURISMO Ltd. Edition Speeder To B/Racing Edition C.O.S.M.O.S. 10/26/2021 Expand areas for use Projected for road use Road and aerial use Limited use. Private properties, in talks with local government specially designated areas (by and police local authority) International expansion 6 AERWINS Technologies Inc.

Establish the Theory Market Strategy 7 7 AERWINS Technologies Inc.

8 AERWINS Technologies Inc. 8

Our Air-Mobility XTURISMO Limited Edition To complement the single product development of the air mobility vehicle, the company is appealing to a variety of purposes of use and creating a product portfolio that is resistant to market fluctuations due to completely different applications: demand for solutions to social problems, including collaboration with national and local governments, and luxury demand targeting the ultra-wealthy who are resilient to recession. Base demand for social infrastructure Luxury aspect due to high price range Environmental Preparation for natural Remote improvement disaster land/islands 9 AERWINS Technologies Inc.

XTURISMO Limited Edition Specification Table Technical Data Controlled by an independent Driving force motor. Double structure as a Internal combustion engine + backup for troubles during Electric driving Achieves stable levitation control at low rotation Control Electronic Autonomous Control/ Manual operation by crew/ Remote control Duct system that accurately Built-in driving support generates the air pressure system by sensor fusion Weight difference surrounding the body About 300 kg Size Overall length: 3.7m Full width: 2.4m Full height: 1.5m Link with cloud real Maximum speed time with encrypted driving and Oversees control, battery, 80km/ h control data communication lidar, and various sensors Maximum loading capacity 150kg 1. Urban Air Mobility (UAM) 10 AERWINS Technologies Inc. *All to be finalized in November

Air mobility traffic control system C.O.S.M.O.S. C.O.S.M.O.S. includes multiple applications and suitable for drones and air mobility air traffic control. With the law amendment, registration of the vehicle will be obligated for registration but with the cooperation with the national control system FIMS the vehicle and the safety manager will be automatically registered. Also with the cooperation with the city bureau’s plateau project allows for the usage of DX map data. C.O.S.M.O.S. Cloud Data Base Remote control Vehicle/ and monitoring of Intuitive UI Equipment multiple UAV Management Municipals Real time Realtime flight Registration of Flight log monitoring flight plan recording info visualization Prevention of data tampering by blockchain AERWINS Connect Connect Connect Connect Corporate A Corporate B A.L.I. Vehicles Vehicle Vehicle Contracted with Japan Gov, Malaysia and India 11 AERWINS Technologies Inc.

International Patent/ Domestic Patent under review: Control System Sky Infrastructure patent Second flying object Applied for surveillance and flight Patent number 6335354 path surveillance drones (Surveillance drone) Server (communication with flying objects) Managing route data based on traffic information and creating new paths Quantum computing, flight path based on mapping and external flight paths Superimposition of traffic information on mobility display First flying object Visualization of flight path, sharing and certifying Linking multiple flying objects, pre- registering, flight manager to FIMS Patent relating to communication with control system within the airspace (low airspace) that communicates, operates, controls, certifies, registers, settles (including external data) Applying to traffic control to general Infrastructure to air mobility social airspace (low airspace) infrastracture 12 AERWINS Technologies Inc.

Software: Traffic Control Platform and App C.O.S.M.O.S. Air Traffic Control Platform User App Status management and Update App Flight and network management Control management / Data Analytics 13 AERWINS Technologies Inc.

Global Expansion Plan Transformation to a global company 3 Key Business Areas Japan Headquarter: administration, software and design hub GCC region The first international region for expansion Inception of office and R&D center, distribution, manufacturing, marketing hub for the vehicles Hub for Europe and Asia distribution 1M (960) USA Inception of office and R&D center, focusing on software. Identify reputable VC firms for equity partnership Headquarters for finance and marketing globally By 2024 the companies employees will be 50% non-Japanese 14 AERWINS Technologies Inc.

Contact Us Investor Relations Gateway Group John Yi and Thomas Thayer AERWINS@gatewayir.com @XTurismoLE xturismo_official XTURISMO official AERWINS Technologies Inc. 15

XML

Document and Entity Information	Feb. 13, 2023
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 13, 2023
Entity Registrant Name	AERWINS Technologies Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40734
Entity Tax Identification Number	86-2049355
Entity Address, Address Line One	Shiba Koen Annex 6 f
Entity Address, Address Line Two	1-8, 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
Country Region	81
City Area Code	3
Local Phone Number	6409-6761
Entity Information, Former Legal or Registered Name	PONO CAPITAL CORP
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001855631
Former Address [Member]
Document And Entity Information [Line Items]
Entity Address, Address Line One	643 Ilalo Street
Entity Address, City or Town	Honolulu
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96813
Common Stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.000001 par value per share
Trading Symbol	AWIN
Security Exchange Name	NASDAQ
Warrant [Member]
Document And Entity Information [Line Items]
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