Kazuo Miura - Feb 3, 2023 Form 4 Insider Report for AERWINS Technologies Inc. (AWIN)

Role: Chief Product Officer
Signature: /s/ Kazuo Miura
Stock symbol: AWIN
Transactions as of: Feb 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/7/2023, 08:04 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AWIN	Common Stock	Award		+70.2K			70.2K	Feb 3, 2023	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AWIN	Stock Option (right to buy)	Award		+740K			740K	Feb 3, 2023	Common Stock	740K		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares acquired by the reporting person on February 3, 2023, upon the closing of a business combination (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of September 7, 2022, by and among Pono Capital Corp. ("Pono"), Pono Merger Sub, Inc., AERWINS Technologies Inc. ("AERWINS"), Mehana Equity LLC, and Shuhei Komatsu, as previously disclosed in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2022 (the "Form 8-K"), and as set forth in Exhibit 2.1 to the Form 8-K. Of this amount, 2,105 shares are held in escrow pending post-closing adjustments to the Merger consideration as provided in the Merger Agreement. Upon consummation of the Merger, the issuer changed its name to "AERWINS Technologies Inc."
F2	As consideration for the Merger, the reporting person received (i) the indicated number of shares of the issuer's common stock, and (ii) a stock option to purchase the indicated number of shares of the issuer's common stock.
F3	The stock option has an exercise price of $0.00015 per share.
F4	The stock option vests as follows: 1/3 on the 3-month anniversary of February 3, 2023 (the "Award Date"), 1/3 on the 15-month anniversary of the Award Date, and 1/3 on the 27-month anniversary of the Award Date.