Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on September 7, 2022, Pono Capital Corp. (the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among the Company, Pono Merger Sub, Inc., AERWINS
Technologies, Inc. ("AERWINS"), Mehana Equity, LLC (the "Sponsor"), in its
capacity as Purchaser Representative, and Shuhei Komatsu, in his capacity as
Seller Representative.
On January 19, 2023, the parties to the Merger Agreement entered into that
certain Amendment No. 1 to Agreement and Plan of Merger (the "Amendment"), which
provides that instead of seven (7) directors to be appointed to the Company's
board of directors upon the closing of the Business Combination, the parties
will appoint five (5) directors to the board of directors. The foregoing
description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Amendment, a copy of which
is filed with this Current Report on Form 8-K as Exhibit 2.2 and is incorporated
herein by reference.
Additional Information and Where to Find It
The Company has filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4 with a proxy statement containing information
about the proposed transaction and the respective businesses of AERWINS' and the
Company. The Company has mailed a final prospectus and definitive proxy
statement and other relevant documents to Company stockholders. Company
stockholders are urged to read the final prospectus and definitive proxy
statement in connection with the solicitation of proxies for the special meeting
to be held to approve the proposed transaction, because these documents contain
important information about the Company, AERWINS, and the proposed transaction.
The final prospectus and definitive proxy statement was mailed to stockholders
of the Company as of a record date of January 5, 2023 for voting on the proposed
transaction. Stockholders of the Company will also be able to obtain a free copy
of the proxy statement, as well as other filings containing information about
the Company without charge, at the SEC's website (www.sec.gov) or by calling
1-800-SEC-0330. Copies of the proxy statement and the Company's other filings
with the SEC can also be obtained, without charge, by directing a request to:
info@Ponospac.com. The information contained in, or that can be accessed
through, AERWINS' website is not incorporated by reference in, and is not part
of, this press release.
No Offer or Solicitation
This Form 8-K does not constitute (i) a solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the proposed
business combination, or (ii) an offer to sell or the solicitation of an offer
to buy any securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of the
Securities Act of 1933, as amended.
Participants in the Solicitation
AERWINS and the Company and their respective directors and officers and other
members of management and employees may be deemed participants in the
solicitation of proxies in connection with the proposed business combination.
Company stockholders and other interested persons may obtain, without charge,
more detailed information regarding directors and officers of the Company in the
Company's final prospectus and definitive proxy statement, which was declared
effective the SEC on January 13, 2023 and Form 10-K which was filed with the SEC
on March 25, 2022. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies from the Company's
stockholders in connection with the proposed business combination is included in
the final prospectus and definitive proxy statement that the Company has filed
with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated January 19,
2023, by and among the Company, Mehana Equity LLC, as Purchaser
Representative, AERWINS Technologies Inc. and Shuhei Komatsu, as Seller
Representative.
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