UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. ________)*
AERWINS Technologies Inc.
(Name of Issuer)
Common Stock, $0.000001 par value per share
(Title of Class of Securities)
00810J108
(CUSIP Number)
CHIBA DOJO DRONE FUND I INVESTMENT LIMITED PARTNERSHIP
c/o 3F, Takizawa Building
3-3-6 Ebisu
Shibuya-ku, Tokyo, Japan, 150-0013
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 2023
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 00810J108 | 13G | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHIBA DOJO DRONE FUND I INVESTMENT LIMITED PARTNERSHIP |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN |
|
NUMBER OF
|
5. |
SOLE VOTING POWER
3,182,645 Shares |
| 6. |
SHARED VOTING POWER
0 | |
| 7. |
SOLE DISPOSITIVE POWER
3,182,645 Shares | |
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,182,645 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.08% (1) |
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO |
| (1) | Based on 62,688,215 shares of the issuer’s common stock outstanding as of August 21, 2023, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 21, 2023. |
| CUSIP No. 00810J108 | 13G | Page 3 of 5 Pages |
Item 1.
| (a) | Name of Issuer AERWINS Technologies Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices Shiba Cohen Annex 6 f 1-8, Shiba Koen 3-chome, Minato-ku, Tokyo, Japan 105-0011 |
Item 2.
| (a) | Name of Person Filing CHIBA DOJO DRONE FUND I INVESTMENT LIMITED PARTNERSHIP | |
| (b) | Address of the Principal Office or, if none, residence 3F, Takizawa Building 3-3-6 Ebisu Shibuya-ku, Tokyo, Japan, 150-0013 | |
| (c) | Citizenship Japan | |
| (d) | Title of Class of Securities Common Stock, $0.00001 par value per share | |
| (e) | CUSIP Number 00810J108 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| CUSIP No. 00810J108 | 13G | Page 4 of 5 Pages |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 3,182,645 Shares | |
| (b) | Percent of class: 5.08% | |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 3,182,645 Shares | |
| (ii) | Shared power to vote or to direct the vote 0. | |
| (iii) | Sole power to dispose or to direct the disposition of 3,182,645 Shares | |
| (iv) | Shared power to dispose or to direct the disposition of 0 |
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 00810J108 | 13G | Page 5 of 5 Pages |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
10/30/2023 | |
| Date | |
/s/ Kotaro Chiba | |
| Signature | |
Kotaro Chiba/General Partner | |
| Name/Title |