AERWINS Technologies Inc. (Form: 8-K, Received: 03/23/2023 16:07:35)

AERWINS Technologies Inc.

Dated: March 23, 2023

/s/ Kensuke Okabe

Kensuke Okabe

Chief Financial Officer

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): March 17, 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 1.01

Entry into a Material Definitive Agreement.

On March 17, 2023, AERWINS Technologies Inc., a Delaware corporation’s (the “Company,” “we,” “us,” or “AERWINS”) entered into a Memorandum of Understanding (the “MOU”) with Outsourcing Inc. (“OSI”). Pursuant to the MOU, OSI agreed to invest up to 300,000,000 yen (approximately $2.3 million USD) (the “Investment”) in a planned joint venture (“JVC”) between the Company, either directly or through the Company’s wholly owned subsidiary AERWINS Inc., a Delaware corporation’s, wholly owned subsidiary A.L.I. Technologies Inc., a Japanese corporation (“A.L.I.”) with Vault Investments LLC (“Vault”).

OSI is only required to make the Investment in the JVC, if the following conditions are met by April 30, 2023:

(1)

The JVC is established with the investment of the Company, Vault and OSI;

(2)

The terms and conditions of the shareholders’ agreement or the investment agreement have been negotiated between the Company, Vault and OSI and executed (the “Definitive Agreement”); and

(3)

In the Definitive Agreement, Vault must be obligated to invest in the JVC.

Pursuant to the MOU, if OSI becomes obligated to make the Investment in the JVC, the currency of the Investment and base date for the exchange rate will be determined in the Definitive Agreement.

The MOU is effective from the date of entry until April 30, 2023 (the “Term”). Pursuant to the MOU, If the Definitive Agreement is not executed by the end of the Term, OSI will not be obligated to make the Investment in the JVC. Pursuant to the MOU, all disputes in connection with the MOU will be settled by arbitration in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association in Tokyo Japan.

The foregoing is a summary description of certain terms of the MOU. For a full description of all terms, please refer to the copy of the MOU 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 MOU.

Item 7.01

Regulation FD Disclosure.

On March 22, 2023, the Company issued a press release regarding the MOU. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this report in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


10.1		Memorandum of Understanding with Outsourcing Inc. dated March 17, 2023.

99.1		Press Release dated March 23, 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.

Exhibit 10.1

Memorandum of Understanding

Regarding Investment

17 March, 2023

AERWINS Technologies Inc. (“AERWINS”) and OUTSOURCING Inc. (“OSI”) hereby agree on the terms of this memorandum of understanding (“MoU”) as follows.

WHEREAS, AERWINS is planning to establish a joint venture “Lootah Aerwins Aviation Ltd.” (provisional name) at Duja Tower, office 8, Shk Zayed Road- Dubai -UAE (provisional address) by itself or through its subsidiary A.L.I. Technologies, together with investment by Vault Investments LLC (“Vault”), (“JVC”).

1.	OSI will invest in the JVC up to three hundred million yen if the following conditions are fulfilled:

1) The JVC is established with the investment of AERWINS, Vault, and OSI.

2) The terms and conditions of the shareholders’ agreement or the investment agreement has been negotiated between AERWINS, Vault, and OSI, and it has been executed (“Definitive Agreement”).

3) In the Definitive Agreement, Vault must be obligated to invest in the JVC.

4) If OUTSOURCING Inc. becomes obligated to invest three hundred million yen in accordance with the above, the currency of this investment and base date for the exchange rate shall be determined in the Definitive Agreement.

5) If the above conditions are not fulfilled by 30 April 2023, including in case where OSI is unable to agree on a Definitive Agreement before 30 April 2023 and the parties are unable to enter into a Definitive Agreement, this MoU shall cease to be effective and OSI shall have no obligation to invest.

2.	This MoU shall take effect on the date first above written and shall remain effective until 30 April 2023.

Unless a Definitive Agreement is executed, OSI shall not be obligated to invest in the JVC. This MoU shall be governed by and construed in accordance with the laws of Japan without regard to conflict of law principles. All disputes in connection with this MoU shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The place of the arbitration shall be Tokyo, Japan.

4.	This MoU may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

AERWINS Technologies Inc.


Signature:		/s/ Shuhei Komatsu
Name: Shuhei Komatsu

OUTSOURCING Inc.

Signature:		/s/ Masashi Fukushima
Name: Masashi Fukushima

Exhibit 99.1

AERWINS Technologies and OUTSOURCING Inc.

Partner to Develop and Produce New Air Mobility Products

Tokyo, Japan - March 23, 2023 - AERWINS Technologies Inc. (NASDAQ: AWIN) (“AERWINS” or the “Company”), the developer and manufacturer of air mobility platform, COSMOS (Centralized Operating System for Managing Open Sky), and the XTURISMO Limited Edition Hoverbike, has reached a strategic agreement with OUTSOURCING Inc. (“OUTSOURCING”) by entering into a Memorandum of Understanding (“MOU”) with OUTSOURCING intending to partner via a joint venture in the Middle East. The joint venture is intended to allow AERWINS to advance its manufacturing and production capabilities of air mobility units in the Middle East.

Background and Objectives of the Joint Venture

AERWINS has reached an agreement with OUTSOURCING, by entering into a MOU, which the Company believes will provide labor resources to domestic and overseas production for a variety of products. OUTSOURCING agreed to invest, if certain conditions are met by April 30, 2023, up to ¥300 million (approximately $2.3 million USD) in this joint venture. Under the constitution of the business agreement, AERWINS will look to develop various adjacent operational structures such as establishing air mobility production houses in the United Arab Emirates (“UAE”).

This release follows the recently established planned joint venture with Vault Investment in the UAE, as well as the successful business combination resulting in the Company’s common stock trading on the Nasdaq Global Market under the symbol “AWIN” and the Company’s warrants trading on the Nasdaq Capital Market under the symbol “AWINW.”

“We are grateful to have the opportunity to receive capital and manufacturing support for our recently established joint venture in the UAE from OUTSOURCING, a company with a proven track record in manufacturing for many of the world’s leading mobility companies in Japan as well as numerous operations in locations around the globe,” said AERWINS Founder Shuhei Komatsu. “We are confident that this partnership with a manufacturing professional will further accelerate our air mobility business. On brand with our mission, we look to provide the comfort and well-being of life brought by technological innovations in mobility space globally.”

Overview of the Planned Joint Venture


(1)	Company Name	Lootah Aerwins Aviation LLC.
(2)	Address	Duja Tower, Office 8, Shk Zayed Road- Dubai - United Arab Emirates (planned)


(3)	Business Contents	Production and sales of air mobility in the United Arab Emirates, etc.
(4)	Capital	161,782,760 UAE Dirham (planned) (1UAE Dirham =37.09JPY As of 9^th March)
(5)	Date of Establishment	March 2023 (planned)

About XTURISMO

XTURISMO Limited Edition was developed by AERWINS. It is a manifestation of the dream of air mobility that endeavors to create a completely new way to experience the world, enabling users to feel the joy and pleasure of moving freely in space. The Company believes that it has a wide range of practical possibilities, both in Japan and overseas, including use in disaster relief, infrastructure inspection, and entertainment.

XTURISMO Limited Edition was unveiled at Fuji Speedway in October 2021, and orders are now being accepted. XTURISMO Limited Edition also participated in the Detroit Auto Show in September 2022.

Information about XTURISMO

Official Website: https://aerwins.us/xturismo/

Video: https://www.youtube.com/channel/UCPP6jQKTqCRXpAmyfZ-94VQ

Instagram: https://www.instagram.com/xturismo_official/

Press kit: https://alit.box.com/v/XTURISMO-PRESSKIT2023

About AERWINS Technologies Inc.

Under the mission statement Changing Society from the Top Down, AERWINS Technologies has developed and released an air mobility platform, COSMOS*, and the XTURISMO Limited Edition Hoverbike. AERWINS will continue to innovate, unbound by existing ideas, to develop and deploy systems that are necessary for the realization of an air mobility society. For more information, please visit https://aerwins.us/.

*	COSMOS: Centralized Operating System for Managing Open Sky

About OUTSOURCING Inc.

OUTSOURCING Inc. is a company that provides a wide range of human resource services through 45 domestic companies and 202 overseas companies in approximately 30 countries worldwide, with a focus on businesses in the manufacturing, service and technology fields. They provide various human resource services aimed at achieving a society where nobody is perceived as a burden, based on our Corporate Principles of “enhancing the quality of life of everyone around the world by eliminating inequalities in working conditions and creating truly motivating workplaces.

For detailed information, please visit https://www.outsourcing.co.jp/en/.

Important Notice Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond AERWINS control. While AERWINS believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to AERWINS on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties. Actual results could be materially different. AERWINS undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, after the date of this release, except as required by law.

Contacts:

PR Inquiries

Mayuko Okamoto

Public Relations

info@aerwins.us

Investor Contact:

John Yi or Thomas Thayer

Gateway Investor Relations

949-574-3860

AERWINS@gatewayir.com