Core Viewpoint - Pono Capital Four, Inc. has successfully closed its initial public offering, raising $120 million through the sale of 12 million units at $10.00 per unit, with plans to pursue a business combination primarily in the disruptive technology sector [1][5]. Group 1: IPO Details - The initial public offering consisted of 12,000,000 units priced at $10.00 each, resulting in total gross proceeds of $120,000,000 [1]. - Each unit includes one Class A ordinary share and one right to receive one-fifth of a Class A ordinary share upon the closing of the initial business combination [1]. - The units are listed on Nasdaq under the ticker symbol "PONOU," with Class A ordinary shares and Share Rights expected to trade under "PONO" and "PONOR," respectively [1]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized to pursue and complete a business combination [2]. Group 3: Company Overview - Pono Capital Four, Inc. is a special purpose acquisition company (SPAC) focused on mergers, amalgamations, and similar business combinations, primarily targeting the disruptive technology sector [5]. - The management team is led by Dustin Shindo, who serves as the Chief Executive Officer and Chairman of the Board [5].

Company Overview - Pono Capital Four, Inc. is a newly organized special purpose acquisition company (SPAC) formed in the Cayman Islands, primarily focusing on mergers and acquisitions in the disruptive technology sector [5]. Initial Public Offering (IPO) Details - The company announced the pricing of its initial public offering of 12,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share upon the closing of the initial business combination [1]. - The units are expected to trade on Nasdaq under the ticker symbol "PONOU" starting March 13, 2026, with separate trading for Class A ordinary shares and rights under the symbols "PONO" and "PONOR," respectively [1]. - The offering is expected to close on March 16, 2026, subject to customary closing conditions [2]. Underwriting and Additional Options - D. Boral Capital LLC is acting as the sole book-running manager for the offering and has been granted a 45-day option to purchase up to an additional 1,800,000 units at the initial public offering price to cover over-allotments [2]. Regulatory Compliance - A registration statement relating to the securities sold in the IPO was declared effective by the U.S. Securities and Exchange Commission (SEC) on March 12, 2026, and the offering is being made only by means of a prospectus [3].

Financial Performance - AERWINS Technologies Inc. reported a net income of $8,926,531 for the three months ended March 31, 2024, compared to a net loss of $7,801,544 for the same period in 2023, representing a positive variance of $16,728,075 or 214.4%[150] - Net income for the three months ended March 31, 2024, was $8,926,531, representing a $12,415,162 or 355.9% increase from a net loss of $3,488,631 for the same period in 2023[157] - The company reported a net cash used in continuing operating activities of $(380,797) for the three months ended March 31, 2024, compared to $810,374 for the same period in 2023[193] - Net cash used in operating activities was $380,797 for the three months ended March 31, 2024, compared to $3,230,216 for the same period in 2023[194] - Net cash provided by financing activities amounted to $542,000 for the three months ended March 31, 2024, primarily from proceeds from issuance of shares[196] Operational Changes - General and administrative expenses decreased by $2,954,502 or 82.6%, from $3,574,882 in Q1 2023 to $620,380 in Q1 2024, primarily due to reduced consulting and professional service fees related to the business combination with Pono[155] - The company discontinued non-core operations, including drone photography services and the manned air mobility business, leading to a focus on developing an FAA-compliant Manned Air Vehicle (MAV)[144] - The company’s total operating expenses for Q1 2024 were $620,380, a significant decrease from $3,574,882 in Q1 2023, reflecting a strategic shift in operations[150] Future Plans - AERWINS plans to market and sell MAVs primarily in the United States, China, and Europe starting in 2027, with a focus on establishing a dealer distribution network[148] - The company aims to achieve profitability by controlling costs and improving operating efficiency in the mass production of MAVs[149] - The company plans to redesign its MAV and commence production to generate sufficient revenue, but faces challenges in raising additional funds[169] Financial Liabilities and Assets - As of March 31, 2024, the company had $163,275 in cash compared to $2,072 as of December 31, 2023, with a working capital deficit of $4,305,916[164] - The accumulated deficit as of March 31, 2024, was $63,484,844, raising substantial doubt about the company's ability to continue as a going concern[168] - Total liabilities as of March 31, 2024, were $8,966,839, down from $19,547,304 as of December 31, 2023[170] - The company raised $542,000 in cash from the sale of common stock to meet liquidity needs[165] Bankruptcy and Legal Matters - A.L.I. Technologies Inc. filed for voluntary bankruptcy on December 27, 2023, following the discontinuation of its operations, with a bankruptcy trustee appointed on January 10, 2024[144] - A.L.I. filed for bankruptcy on December 27, 2023, leading to a deconsolidation of $11,058,790 in net liabilities[161][162] - The company expects no distributions from A.L.I.'s liquidation following its bankruptcy proceedings[161] Financing Activities - The company entered into a Purchase Agreement with Lind Global to issue up to $6,000,000 in secured convertible promissory notes for a purchase price of $5,000,000, along with warrants to purchase 56,016 shares of common stock[174] - The first tranche of the financing included a Convertible Note with a purchase price of $2,100,000 and a principal amount of $2,520,000, while the second tranche included a Convertible Note with a purchase price of $1,400,000 and a principal amount of $1,680,000[175] - The Convertible Notes have a maturity date of April 12, 2025, and May 23, 2025, respectively[176] - The conversion price of the Convertible Notes is set at the lesser of $9.00 or 90% of the lowest VWAP during the 20 trading days prior to conversion, with a floor price of $18.176[177] Revenue and Income Recognition - Other income increased significantly to $9,546,911 in Q1 2024, compared to $86,251 in Q1 2023, marking a variance of $9,460,660 or 10,968.8%[150] - Total other income increased by $9,460,660 or 10,968.8% from $86,251 for the three months ended March 31, 2023, to $9,546,911 for the three months ended March 31, 2024[156] - Revenue recognition follows ASC Topic 606, with a consumption tax of 10% on gross sales[206] Shareholder and Compensation Matters - The company accounts for share-based compensation using the fair value method as per ASC 718[209] - Warrant liabilities are recorded at fair value and subject to re-measurement at each reporting period[208]

Discontinued Operations - The company discontinued non-core operations, including drone photography and joint R&D services, as of June 30, 2023[304]. - A.L.I. Technologies Inc. filed for voluntary bankruptcy on December 27, 2023, following the discontinuation of its operations[305]. - The company discontinued its drone solution service and the remaining operations of A.L.I. Technologies Inc. as part of a strategic cost reduction plan[321]. - The company’s discontinued operations included the XTURISMO hoverbike and the COSMOS air mobility platform[306]. - Revenues from discontinued operations decreased to $1,073,049 in 2023 from $5,207,490 in 2022, while gross loss increased to $(1,750,083) from a profit of $136,983[321]. Financial Performance - The company reported general and administrative expenses of $9,464,905 for the year ended December 31, 2023, a significant increase of 1,020,925.4% compared to $927 in 2022[312]. - The net loss from continuing operations for the year ended December 31, 2023, was $25,938,471, compared to a net loss of $14,479,819 in 2022[311]. - The company reported a net loss of $9,516,032 for the year ended December 31, 2023, representing a $9,513,562 or 385,164.5% increase from a net loss of $2,470 in 2022[320]. - Total liabilities increased to $19,547,304 as of December 31, 2023, compared to $9,870,442 as of December 31, 2022[327]. - As of December 31, 2023, the company had only $2,072 in cash, down from $300,943 as of December 31, 2022, with a working capital deficit of $11,972,171[322]. - The company expects to incur further losses and has not yet achieved profitable operations, raising substantial doubt about its ability to continue as a going concern[325]. Funding and Capital Structure - The company plans to raise additional funds through debt or equity offerings to support its operations and growth strategy, including the redesign and commercialization of its planned MAV[326]. - The company has a significant amount of indebtedness, with the bankruptcy filing of A.L.I. constituting an event of default on secured convertible notes totaling $4,200,000[327]. - The Company entered into a Subscription Agreement on February 2, 2023, for the purchase of 31,963 shares of AERWINS, Inc. for a total of $5,000,000, which was exchanged for 50,000 shares of the Company[331]. - A Standby Equity Purchase Agreement allows the Company to sell up to $100 million in shares over 36 months, with shares purchased at 96% or 97% of the Market Price[333]. - The Company issued two Convertible Notes to Lind Global totaling $4,200,000, with a purchase price of $3,500,000, and Warrants for 39,213 shares of Common Stock[336]. - The first tranche of the Convertible Notes was issued on April 12, 2023, for a purchase price of $2,100,000, and the second tranche on May 23, 2023, for $1,400,000[337]. Cash Flow and Liquidity - The Company reported net cash used in operating activities of $741,247 for the year ended December 31, 2023, compared to $200 in 2022[349]. - Financing activities provided $4,572,147 in cash for the year ended December 31, 2023, while cash used in discontinued operations was $4,898,802[349]. - Cash and cash equivalents at the end of the year were $2,072, a decrease from $300,943 at the beginning of the year[349]. - Net cash used in operating activities was $6,577,441 for the year ended December 31, 2023, compared to $16,865,274 for the year ended December 31, 2022[350]. - Net cash used in investing activities amounted to $62,066 for the year ended December 31, 2023, down from $344,964 for the year ended December 31, 2022[351]. - Net cash provided by financing activities was $5,571,605 for the year ended December 31, 2023, primarily from bond proceeds of $2,797,698 and reverse recapitalization proceeds of $1,595,831[352]. Operational Strategy - The company aims to develop and manufacture a single-seat optionally Manned Air Vehicle (MAV) compliant with FAA regulations, with production expected to commence in 2027[309]. - The company plans to establish a dealer distribution network to market and sell MAVs primarily in the United States, China, and Europe[309]. - The company is focused on creating a highly profitable structure for mass production of MAVs, emphasizing design and supply chain control[310]. - The company aims to set a new standard for safe low-altitude manned flight with its MAV development[302]. - The company has entered into a Letter of Intent with Helicopter Technology to support MAV development[303]. Lease and Off-Balance Sheet Arrangements - The company entered into 13 operating leases and two finance leases through its subsidiary, A. L. I. Technologies[353]. - The company has no off-balance sheet arrangements as of December 31, 2023[354]. Currency Exchange Rates - The current JPY to USD exchange rate was 140.92 as of December 31, 2023, compared to 131.81 as of December 31, 2022[367]. - The average JPY to USD exchange rate was 140.50 for the year ended December 31, 2023, compared to 131.46 for the year ended December 31, 2022[367]. Revenue Recognition - Revenue is recognized in accordance with ASC Topic 606, with the consumption tax on sales calculated at 10% of gross sales[368][369].

Financial Performance - Total revenue decreased by $1,646,210 or 76.9% to $494,661 for the nine months ended September 30, 2023, compared to $2,140,871 for the same period in 2022, primarily due to a decline in sales from the shared computing business[158]. - Total revenue for the nine months ended September 30, 2023, decreased by $1,646,210 or 76.9% to $494,661 compared to $2,140,871 in 2022[161]. - Total revenue for the three months ended September 30, 2023, decreased by $169,845 or 82.1% to $36,908 compared to $206,753 in 2022, primarily due to a decline in sales from the shared computing business[172]. - Net loss for the nine months ended September 30, 2023, was $(23,087,172), a 102.9% increase from $(11,299,066) in the same period of 2022[157]. - The company reported a net loss of $23,087,172 for the nine months ended September 30, 2023, compared to a net loss of $11,299,066 for the same period in 2022[209]. Expenses - Total cost of revenue decreased by $321,334 or 13.4% to $2,078,125 for the nine months ended September 30, 2023, from $2,399,459 in the same period of 2022, attributed to decreased sales and inventory write-downs[159]. - Gross loss increased by $1,324,876 or 512.4% to $1,583,464 for the nine months ended September 30, 2023, from $258,588 in the same period of 2022, including $1,487,493 of inventory write-down in the current period[160]. - Total operating expenses rose to $18,680,450 for the nine months ended September 30, 2023, an increase of $7,745,411 or 71.9% from $10,772,358 in the same period of 2022[156]. - General and administrative expenses surged to $11,867,931, representing a 175.7% increase from $4,304,138 in the prior year[156]. - General and administrative expenses increased by $7,563,793 or 175.7% to $11,867,931 for the nine months ended September 30, 2023, primarily due to consulting and professional service fees related to the business combination with Pono[164]. - Research and development expenses increased by $359,726 or 3.1% to $6,748,994 for the nine months ended September 30, 2023, compared to $6,389,268 in the same period of 2022[156]. - Research and development expenses rose by $197,045 or 3.1% to $6,748,994 for the nine months ended September 30, 2023, mainly driven by increased raw materials costs for the development of XTURISMO[167]. - Total costs of revenues increased by $1,125,666 or 319.6% to $1,477,845 for the three months ended September 30, 2023, attributed to an inventory write-down of $1,487,493[173]. - Total gross loss for the three months ended September 30, 2023, increased by $1,295,511 or 890.8% to $1,440,937 compared to a loss of $145,426 in 2022[174]. - General and administrative expenses for the three months ended September 30, 2023, increased by $177,584 or 11.2% to $1,759,644, mainly due to share-based payments and consulting fees related to the business combination with Pono[178]. Operational Loss - Loss from operations for the nine months ended September 30, 2023, was $(20,263,914), an increase of $9,070,287 or 82.2% from $(11,030,946) in the same period of 2022[157]. - Net loss from continuing operations for the nine months ended September 30, 2023, was $22,233,949, representing an increase of $11,797,322 or 114.8% from a net loss of $10,273,946 in 2022[169]. - The company reported a loss from continuing operations of $3,857,583 for the three months ended September 30, 2023, compared to a loss of $3,725,531 in 2022, representing a variance of $132,052 or 3.5%[171]. - The net loss from continuing operations was $3,857,583 for the three months ended September 30, 2023, representing a $30,627, or 0.8%, increase from a net loss of $3,725,529 for the same period in 2022[183]. Cash Flow and Financing - As of September 30, 2023, the company had $25,174 in cash, a significant decrease from $1,278,026 as of December 31, 2022[186]. - The working capital deficit was $8,864,096 as of September 30, 2023[186]. - The company incurred a net loss from continuing operations of $22,233,949 and an accumulated deficit of $69,560,075 as of September 30, 2023, raising substantial doubt about its ability to continue as a going concern[189]. - The company plans to raise additional funds through debt or equity offerings to support operations and growth strategies[190]. - The company sold two Convertible Notes to Lind Global for an aggregate principal amount of $4,200,000, with an aggregate purchase price of $3,500,000[187]. - The company entered into a Standby Equity Purchase Agreement allowing it to sell up to $100 million in shares over 36 months[195]. - The company entered into a Purchase Agreement with Lind Global Fund II LP to issue up to three Convertible Notes totaling $6,000,000 for a purchase price of $5,000,000[199]. - The first tranche of the Convertible Note issuance was completed on April 12, 2023, with a purchase price of $2,100,000 and a principal amount of $2,520,000[200]. - The company has future minimum loan payments totaling $3,045,886 as of September 30, 2023[212]. - The company has future minimum lease payments under non-cancelable lease agreements totaling $600,688 as of September 30, 2023[208]. - The company has no off-balance sheet arrangements as of September 30, 2023[213]. Strategic Initiatives - The company is considering strategic alternatives for non-core operations, including potential sale or disposition of assets related to the COSMOS unmanned traffic management system[150]. - The company plans to establish a U.S. subsidiary in Los Angeles to pursue the redesign of the XTURISMO hoverbike, aiming for wider market appeal and FAA certification[145]. - The company discontinued drone photography services and joint research and development services to facilitate a cost reduction plan[184]. Currency and Revenue Recognition - The Company reports its financial statements in United States Dollars (US$) and follows ASC Topic 830-30 for translation of financial statements[223]. - The current exchange rate for JPY to US$ as of September 30, 2023, is 149.43, compared to 144.71 in 2022[224]. - The average exchange rate for JPY to US$ for the nine months ended September 30, 2023, is 138.14, up from 128.26 in 2022[224]. - Revenue is recognized in accordance with ASC Topic 606, which includes five steps to determine revenue recognition[225][226]. - The Consumption Tax on sales is calculated at 10% of gross sales, which affects the net revenue reported[226]. - Revenue is reported gross when the Company controls the specified goods or services before transfer, and net when acting as an agent[227]. - There are no applicable quantitative and qualitative disclosures about market risk for the Company[228].

Financial Performance - Total revenues decreased by $1,476,365, or 76.3%, to $457,753 for the six months ended June 30, 2023, compared to $1,934,118 for the same period in 2022, primarily due to a decrease in sales from the shared computing business [150]. - Total revenues decreased by $295,468, or 92.0%, to $25,703 for the three months ended June 30, 2023, from $321,171 for the same period in 2022, primarily due to a decrease in sales from the shared computing business [164]. - Net loss for the six months ended June 30, 2023, was $18,376,366, compared to a net loss of $6,548,417 for the same period in 2022, representing an increase in losses of 180.6% [149]. - Net loss from continuing operations was $10,737,846 for the three months ended June 30, 2023, representing a $7,368,030 or 218.6% increase from a net loss of $3,369,816 for the same period in 2022 [163]. - The company reported a net loss of $19,222,865 for the six months ended June 30, 2023, compared to a net loss of $7,227,936 for the same period in 2022 [200]. Cost and Expenses - Cost of revenue for the six months ended June 30, 2023, was $600,280, representing 131.1% of revenue, compared to $2,047,280, or 105.9% of revenue, for the same period in 2022, indicating a significant increase in costs relative to revenue [148]. - Total operating expenses increased by $9,701,502, or 133.5%, to $16,967,208 for the six months ended June 30, 2023, compared to $7,265,706 for the same period in 2022 [149]. - Total operating expenses increased by $5,265,551, or 141.2%, to $8,993,500 for the three months ended June 30, 2023, from $3,727,949 for the same period in 2022 [167]. - General and administrative expenses increased by $2,752,847, or 188.2%, to $4,215,208 for the three months ended June 30, 2023, from $1,462,361 for the same period in 2022, primarily due to share-based payments and consulting fees related to the business combination with Pono [170]. - Research and development expenses rose by $2,311,294, or 51.5%, to $6,795,396 for the six months ended June 30, 2023, compared to $4,484,102 for the same period in 2022, highlighting a focus on innovation [149]. - Research and development expenses increased by $2,542,836, or 115.1%, to $4,751,800 for the three months ended June 30, 2023, from $2,208,964 for the same period in 2022, driven by a significant rise in raw materials costs [172]. Cash Flow and Financing - As of June 30, 2023, cash was $35,359, down from $1,278,026 as of December 31, 2022, and accounts receivable was $159,278, down from $980,688 [178]. - The company reported a working capital deficit of $6,037,574 as of June 30, 2023 [178]. - The company plans to raise additional funds through debt or equity offerings to support operations and growth strategies [182]. - The company sold two Convertible Notes totaling $4,200,000 for an aggregate purchase price of $3,500,000, along with warrants to purchase 3,921,129 shares of common stock [179]. - Net cash used in operating activities was $8,186,637 for the six months ended June 30, 2023, slightly improved from $8,330,984 in the prior year [194]. - Net cash provided by financing activities amounted to $5,256,096 for the six months ended June 30, 2023, an increase from $2,892,417 in the same period of 2022 [197]. Market and Product Development - The XTURISMO LTD EDITION is priced at 77.7 million yen ($550,000 USD) per unit, with a production limit of 200 units due to high costs associated with custom parts [139]. - The autonomous vehicle services market is projected to grow from $1.1 billion in 2019 to $202.5 billion in 2030, at a CAGR of 60.1%, indicating significant market opportunities for air mobility solutions [137]. - The company aims to establish a profitable structure for mass production of hovercrafts using a fabless model, focusing on design and supply chain control [145]. - The company has completed its first manned flight test of the XTURISMO LTD EDITION prototype, with plans to enhance safety features and develop new models, including unmanned and hydrogen-based versions [138]. Other Financial Information - Total other income, net, decreased by $1,967,293, or 425.0%, from $462,924 of income for the three months ended June 30, 2022, to $1,504,369 of expenses for the three months ended June 30, 2023 [174]. - The company incurred a net loss from continuing operations of $18,376,366 and an accumulated deficit of $65,695,768 as of June 30, 2023, raising substantial doubt about its ability to continue as a going concern [181]. - The company has a history of operating losses and has not yet achieved profitable operations, expecting to incur further losses [179]. - The company’s cash flow from investing activities was negative at $56,943 for the six months ended June 30, 2023, compared to a positive cash flow of $455,206 in the same period of 2022 [194]. - The company’s long-term debt includes loans from banks and other financial institutions, with a balance of $3,002,699 as of June 30, 2023 [201]. - Future minimum loan payments total $3,045,886 as of June 30, 2023, with the largest payment of $2,049,191 due in 2025 [202]. - The company has future minimum lease payments of $477,404 under operating leases as of June 30, 2023 [199]. - No applicable market risk disclosures were provided in the earnings call [218].

Merger and Business Combination - The merger between Pono Capital Corp and AERWINS, Inc. was completed on February 3, 2023, resulting in Pono changing its name to AERWINS Technologies Inc.[9] - The Company entered into a Merger Agreement on September 7, 2022, with AERWINS Technologies Inc., which was completed on February 3, 2023, marking a significant business combination[614][615]. - The Merger Consideration for AERWINS stockholders was set at $600 million, subject to adjustments based on net indebtedness and working capital at closing[616]. - Following the Business Combination, public stockholders own approximately 0.3% of AERWINS common stock, while former security holders own about 93.0%[736]. - The Company approved the issuance of up to 60,000,000 newly issued shares of common stock in the Business Combination[712]. - AERWINS Technologies Inc. issued 469,291 shares of common stock as Merger Consideration to a warrant holder, subject to a post-Closing true-up[734]. Financial Performance - The company reported a net income of $2.73 million for the year ended December 31, 2022, compared to a net income of $4.59 million for the period from February 12, 2021, through December 31, 2021[584]. - The loss from operations for the year ended December 31, 2022, was $2.30 million, compared to a loss of $533,877 for the previous period[584]. - The company reported a net income of $2,732,973 for the year ended December 31, 2022, compared to $4,585,547 for the year ended December 31, 2021[593]. - The effective tax rate from continuing operations was 9.6% for the year ended December 31, 2022, compared to 0.0% for the period from inception through December 31, 2021, indicating a shift in tax obligations[634]. - The income tax provision for the year ended December 31, 2022, was $289,122, compared to $0 for the period from February 12, 2021, through December 31, 2021[688]. Assets and Liabilities - Total assets as of December 31, 2022, were $120.82 million, an increase from $117.24 million as of December 31, 2021[582]. - The total current liabilities increased to $1.62 million as of December 31, 2022, from $246,468 as of December 31, 2021[582]. - The company had cash of $193,829 as of December 31, 2022, down from $337,595 as of December 31, 2021[582]. - The total stockholders' deficit decreased to $(5.03) million as of December 31, 2022, from $(7.43) million as of December 31, 2021[582]. - As of December 31, 2022, the redeemable Class A Common Stock amounted to $120,141,615, reflecting a remeasurement increase of $16,815,322 from the previous year[638]. Cash Flows - Cash flows from operating activities resulted in a net cash used of $1,233,766 for the year ended December 31, 2022, compared to $459,012 for the year ended December 31, 2021[593]. - The Company had cash of $193,829 at the end of the period on December 31, 2022, down from $337,595 at the end of the previous year[604]. - The Company generated non-operating income from investment income derived from the proceeds of the Initial Public Offering[597]. Initial Public Offering (IPO) - The total gross proceeds from the Initial Public Offering amounted to $100,000,000, with an additional $15,000,000 from the over-allotment option[598][600]. - The company incurred transaction costs of $6,168,893 related to the Initial Public Offering, including $1,950,000 in underwriting fees[603]. - The Company sold 11,500,000 Units at a purchase price of $10.00 per Unit during the Initial Public Offering, generating gross proceeds of $115,000,000[652]. Corporate Governance and Management - The Company appointed Taiji Ito as the new Chief Executive Officer following Mr. Komatsu's resignation[751]. - AERWINS Technologies Inc. appointed Marehiko Yamada as Chairman, Mike Sayama as Vice-Chair, and Kensuke Okabe as Secretary and CFO on March 22, 2023[753]. - Indemnification agreements were entered into with AERWINS directors to cover certain liabilities and advance expenses[719]. - Non-competition and non-solicitation agreements were established for significant stockholders for a two-year period following the merger[720]. Joint Ventures and Agreements - The Joint Venture Agreement with Vault Investments LLC aims to develop ALI business solutions in the U.A.E. and GCC region, establishing a new joint venture company[737]. - ALI will receive 5% of total sales from the joint venture as a software license fee, while VAULT will receive 5% as consulting fees[743]. - AERWINS Technologies Inc. entered into a Memorandum of Understanding with Outsourcing Inc. for a joint venture, with OSI agreeing to invest up to 300,000,000 yen (approximately $2.3 million USD)[754]. Internal Controls and Compliance - AERWINS Technologies Inc. conducted an evaluation of its disclosure controls and procedures, concluding they were effective at the reasonable assurance level as of December 31, 2022[758]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2022, determining it was effective based on COSO criteria[760]. - There have been no changes in internal control over financial reporting during the quarter ended December 31, 2022, that materially affected the company's internal controls[762].