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): May 9, 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 7.01. Regulation FD Disclosure.

Beginning May 9, 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. 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 May 9, 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: May 9, 2023	By:	/s/ Taiji Ito
	Name:	Taiji Ito
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1 AERWINS InvestorPresentation:May2023 NASDAQ: AWIN

Forward-Looking Statement 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 “aim,” “forecast,” “growth strategy,” believe, expect, intend, may, could, potential, likely, projects, will 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 Annual Report on Form 10-K filed with the Commission on March 31, 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

Why AERWINS AERWINS provides Hardware & Software Solutions to lead the Air Mobility Market 3

Company Overview Team (103 employees as of May 1, 2023) Our members in aircraft and satellite hardware engineers and automobile and cloud related software engineers. Technology AERWINS holds over 100 intellectual properties, and AERWINS is aiming to utilizes innovative technologies in the AI and real time rendering fields. Focus also lies on SDG’s in order to lead the Air Mobility expand into sustainable long-term eco-system. Revolution Service The Company partakes in Mobility Sales, Application to Accessory Services (B2B, B2C, B2G), Air-Traffic Control System services (B2B, B2G), and supplying technology by OEM (B2B). 4

Range Top Speed Aircraft weight Max payload Aircraft width Aircraft height 40 Km 80 Km/h 300 Km 100 Km 2.4 m 1.5 m Flyover of XTURISMO over the Lake Yamanakako, Yamanashi Prefecture, Japan. 5

XTURISMO Specifications Link with cloud real time with encrypted driving and control data Achieves stable levitation control at low communication rotation Oversees control, lidar and Built-in driving support system various sensors by sensor fusion surrounding the body Batteries Duct system that accurately Controlled by independent motors. Double generates the air pressure difference structure as a backup for troubles during driving 6

UAM Market Size / TAM ($ in millions) 1600.00 Morgan Stanley projects the 1400.00 1200.00 Urban Air Mobility market to be 1000.00 $1tn by 2040 and $9tn market 800.00 by 2050* 600.00 400.00 200.00 0.00 Source: Morgan Stanley Research ROW Europe China U.S. Source: Morgan Stanley Research Reports titled “eVTOL/Urban Air Mobility TAM Update: A Slow Take -Off, But Sky's the Limit” dated May 6, 2021. 7 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040

Competitor Analysis AERWINS projected to be ahead of other listed UAM companies in terms of amount spent over commercial release AERWINS has Lower Cumulated Loss than Competitors, Despite Shorter AERWINS YOY Expenditures at least 3x Lower than Peers Product to Market Period Cumulative EBIT loss (2020 to EBIT loss from 2020 to 2022 (negative, in millions) 1,000 2022, negative, in millions) over 914 914.48 production release date3 800 602.2 602 560.15 560 600 437.49 437 400 200 109.37 200 103.9 109 104 25.42 39 0 2021 2024 2025 2026 AERWINS EVE HOLDINGS EHANG, 1 VOLOCOPTER VE RTICAL, 1 JOBY AVIATION ARCHER LILIUM 2020 2021 2022 1. Revenue Stream(s) 2. EBIT Loss cumulation only for 2020, 2021 and 2022, not adjusted/extrapolated for release date Sources: Companies, Market Watch, GuruFocus, Fidelity, Bundesanzeiger 8

Competitor Analysis Cont. AERWINS ahead of competition in payload, range, and speed when compared over standing area and landing footprint XTURISMO Tops the UAM Field in Payload, Range, and Speed XTURISMO Offers 2.3x More Flight Time/Standing Area Over Competition 12.00 140 Payload (max, in kg) 10.96 Speed / Standing Area (km/h p. m2) Opener, Black Fly 120 10.00 Range / Standing Area (km/m2) Hover, Scorpion 3 8.77 XTURISMO Ryse, Recon Playload / Standing Area (kg/m2) 100 8.00 6.94 80 6.00 Jetson AB, One 4.63 60 4.38 4.12 4.10 LIFT, Hexa 4.00 3.18 3.09 40 2.37 2.31 Bell, APT 2.12 1.69 1.65 1.68 2.00 20 0.95 0.83 0.68 0.00 0 XTURISMO S4 2.0 7-seater Jet EH-216 VX4 0 5 10 15 20 25 30 35 40 45 50 Midnight Range (mins) 9

AERWINS Financial Forecast vs. UAM Peers Country Japan China Germany USA USA Exchange Nasdaq: AWIN Nasdaq: EH Nasdaq: LILM NYSE: JOBY NYSE: ACHR • Private • Entertainment Aircraft Use Commercial Aviation Use • Disaster • Government Altitude Restriction 10m 150m Launch（Ref: IM） 2021 2026 2025 2026 2026 Market Cap 40.98M 637.11M 167.07M 2.72B 489.78M EBIT (2020-2022) 25,420,000.00 109,370,000.00 914,480,000.00 560,150,000.00 602,200,000.00 Revenue 9,629,234 8,521,000 49,000 0 0 Price to Sales Ratio 4.26 74.77 3,817.76 N/A N/A (1) EBIT value for AERWINS is based on the proposed transaction value. All other enterprise EBIT are based on public information and trading prices from Webull as of 04/30/2023. 10

COSMOS COSMOS* is not just a UTM solution, it covers the entire UAM and UAV Ecosystems for both Hardware and Software cases. *COSMOS : Centralized Operating System for Managing Open Sky 11

COSMOS Offers Pre and Post Flight Management COSMOS includes FMS1, ATM2 & ACM3; Dynamic value proposition for users and end customers 12

User Interface and Software for In-Flight Instruments Software associated with XTURISMO and C.O.S.M.O.S. can be used on common smart devices, allowing for greater connectivity Status Management and the Update App Flight and Network Management The Status management app provides the The Update App offers post-flight COSMOS supports flight planning and six basic flight instruments to (end-) users visualizations of flight data and allows to execution through integrated: on smart phones and other smart mobile track information for record and operation • Flight Management System (FMS) devices performance improvement • Network Management (ATM) 13

Global Growth Strategy Japan Headquarter: administration, software and design hub GCC region (2023) • First international region for expansion • Office and R&D center, distribution, manufacturing, marketing hub for the vehicles • Hub for Europe and Asia distribution USA (2023) • Inception of office & R&D, focusing on software • Headquarters for finance and marketing globally 14

NASDAQ: AWIN website: www.aerwins.us Investor contact: AERWINS@gatewayir.com

XML

Document and Entity Information	May 09, 2023
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001855631
Document Type	8-K
Document Period End Date	May 09, 2023
Entity Registrant Name	AERWINS Technologies Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-40734
Entity Tax Identification Number	86-2049355
Entity Address, Address Line One	Shiba Koen Annex 6 f, 1-8
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
Entity Ex Transition Period	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.000001 par value per share
Trading Symbol	AWIN
Security Exchange Name	NASDAQ
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	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