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 31, 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 8.01

Other Events.

As previously disclosed in the Current Report on Form 8-K filed on May 19, 2023 (the “May 19^th 8-K”) by AERWINS Technologies Inc. (the “Company”), on May 15, 2023, appointed Kiran Sidhu as a member of the Company’s Board of Directors (the “Board”) and as Chairman of the Board. Also as reported in the May 19^th 8-K, Mike Sayama and Marehiko Yamada resigned as members of the Board, effective May 18, 2023 and May 15, 2023, respectively. Also as previously disclosed in the Current Report on Form 8-K filed on May 26, 2023 by the Company, on May 22, 2023, the Board appointed Katie Field and Pavan Gill as independent members of the Board.

On May 31, 2023, the Board appointed members of its committees as follows:

	Audit Committee:
		Kiran Sidhu (Chair)
		Katie Field
		Pavan Gill

	Compensation Committee:
		Katie Field (Chair)
		Kiran Sidhu
		Pavan Gill

	Nominating and ESG Committee:
		Pavan Gill (Chair)
		Kiran Sidhu
		Katie Field

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: June 6, 2023	By:	/s/ Taiji Ito
	Name:	Taiji Ito
	Title:	Chief Executive Officer