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 27, 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 |
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 1.01 | Entry into a Material Definitive Agreement. |
On February 27, 2023, AERWINS Technologies Inc., a Delaware corporation’s (the “Company,” “we,” “us,” or “AERWINS”) wholly owned subsidiary AERWINS Inc., a Delaware corporation’s, wholly owned subsidiary A.L.I. Technologies Inc., a Japanese corporation (“A.L.I.”) entered into a Loan Agreement with Shuhei Komatsu, the Company’s Chief Executive Officer (the “Agreement”). The Agreement was approved by the Company’s Board of Directors on February 26, 2023 and by the Company’s Compensation Committee on February 26, 2023.
Pursuant to the Agreement, Mr. Komatsu agreed to lend A.L.I. 200,000,000 yen (approximately $1,469,400 US Dollars based on a conversion rate of $0.007347 US Dollar for each $1 yen as of February 27, 2023) (the “Loan”). The maturity date of the Loan under the Agreement is April 15, 2023 (the “Maturity Date”). The interest rate under the Agreement is 2.475% per annum (calculated on a pro rata basis for 365 days a year), and the interest period is from February 27, 2023 until the Maturity Date.
If any of the following events occur while the Loan is outstanding, the Loan will become immediately due and payable together with all interest thereon: (i) if payment is suspended or bankruptcy proceedings are initiated against A.L.I., (ii) if A.L.I. initiates legal proceedings related to debt reorganization involving court intervention or when facts are recognized as having occurred that payment has been suspended, (iii) if provisional seizure, preservation seizure, seizure order, or delinquent disposition is received by A.L.I., (iv) if A.L.I. is delayed in make any payments under the Agreement, (v) if A.L.I. violates any provisions of the Agreement or (vi) upon the occurrence of any equivalent reasons requiring the preservation of the right to claim arise in addition to the foregoing.
Pursuant to the Agreement, if A.L.I. does not timely repay the Loan in accordance with the terms of the Agreement, the interest rate on the Loan will increase to 14.6% per annum until the full payment is made. Under the Agreement, for any litigation arising under the Agreement, regardless of the amount or claim, the exclusive court of jurisdiction will be the Tokyo District Court.
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 translated from Japanese into English that is filed herewith as Exhibit 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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure above in Item 1.01 is incorporated into this Item 2.03 by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The disclosure above in Item 1.01 is incorporated into this Item 5.02 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Loan Agreement between A.L.I. Technologies Inc. and Shuhei Komatsu dated February 27, 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: March 2, 2023 | By: | /s/ Shuhei Komatsu | ||||
| Name: | Shuhei Komatsu | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 10.1
Loan Agreement
Shuhei Komatsu (hereinafter referred to as “Lender”) and A.L.I. Technologies Inc. (hereinafter referred to as “Borrower”) hereby enter into this Loan Agreement (hereinafter referred to as the “Agreement”) as follows:
Article 1
The Lender shall lend and the Borrower shall receive 200,000,000 yen on February 27, 2023.
Article 2
The interest rate for this loan shall be 2.475% per annum (calculated on a pro rata basis for 365 days a year), and the interest period shall be from February 27, 2023 to the repayment date set forth in Article 3.
Article 3
The Borrower shall repay the borrowed funds owed to the Lender in relation to the Agreement on April 15th, 2023, and shall make payment of the interest stipulated in Article 2. The repayment shall be made by transferring the funds to the bank account specified by the Lender, and the transfer fee shall be borne by the Borrower.
Article 4 (Forfeiture of Benefit of Time)
| 1. | If any of the following events occurs with respect to the Borrower, and the lender issues a notice or warning, the Borrower shall automatically lose the benefit of term and shall immediately pay the entire amount of debt owed to the Lender. |
| i. | When payment is suspended or bankruptcy proceedings are initiated. |
| ii. | In addition to the preceding paragraph, in the event that the Borrower initiates legal proceedings related to debt reorganization involving court intervention or when facts are recognized as having occurred that payment has been suspended. |
| iii. | When provisional seizure, preservation seizure, seizure order, or delinquent disposition is received. |
| 2. | In the following cases, the Borrower shall lose the term benefit with respect to all debts owed to the Lender at the request of the Lender and shall immediately pay the full amount of the debts owed to the Lender. |
| i. | When the Borrower is delayed in performing even a part of the debt owed to the Lender. |
| ii. | When the Borrower violates any article of this Agreement. |
| iii. | When equivalent reasons requiring the preservation of the right to claim arise in addition to the above. |
Article 5 (Accrue Interest)
If the Borrower delays the repayment of the loan amount owed to the Lender pursuant to this Agreement, the Borrower shall accrue interest at the rate of 14.6% per annum until full payment is made.
Article 6 (Governing Law)
This Agreement shall be governed by and construed in accordance with the laws of Japan.
Article 7 (Jurisdiction)
If it becomes necessary to litigate any matter relating to this Agreement, regardless of the amount of the claim, the Tokyo District Court shall be the exclusive court of jurisdiction for the first instance.
Article 8 (Dispute Resolution)
Any matters not provided for in this Agreement and any matters in which doubts arise regarding the interpretation or application of the provisions of this Agreement shall be resolved through discussion between the parties in accordance with the principles of the Civil Code, other relevant laws and regulations, and good faith and fair dealing.
To verify the conclusion of this Agreement, two copies of this Agreement shall be prepared, and each party shall retain one copy with their signature and seal.
Date: February 27, 2023
Lender:
Shuhei Komatsu
Address: 6-12-3 Roppongi, Minato-ku, Tokyo
By /s/ Shuhei Komatsu
Borrower:
Daisuke Katano, CEO of A.L.I. Technologies Inc.
By /s/ Daisuke Katano
Disclaimer
In the event of any discrepancies or inconsistencies between the Japanese language version of this Agreement, which is the original and legally binding version, and any translations or other versions of this Agreement, the Japanese language version shall govern and prevail. This English language version of the Agreement is provided solely for reference purposes, and in using this translation, you agree to refer to the original Japanese version of the Agreement.