FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ito Taiji
2. Issuer Name and Ticker or Trading Symbol

AERWINS Technologies Inc. [ AWIN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

SHIBA KOEN ANNEX 6 F, 1-8,, SHIBA KOEN 3-CHOME, MINATO-KU
3. Date of Earliest Transaction (MM/DD/YYYY)

2/3/2023
(Street)

TOKYO, M0 105-0011
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)  (1)2/3/2023  A   703937 (2)   5/3/2023 (3)2/3/2033 Common Stock 1525196  (4)703937 D  

Explanation of Responses:
(1) The stock option has an exercise price of $0.00015 per share.
(2) Represents an option to purchase shares of the issuer's common stock, 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. Upon consummation of the Merger, the issuer changed its name to "AERWINS Technologies Inc."
(3) 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.
(4) As consideration for the Merger, the reporting person received a stock option to purchase the indicated number of shares of the issuer's common stock.

Remarks:
Global Markets Executive Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ito Taiji
SHIBA KOEN ANNEX 6 F, 1-8,
SHIBA KOEN 3-CHOME, MINATO-KU
TOKYO, M0 105-0011
X
See Remarks

Signatures
/s/ Taiji Ito2/6/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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