SC 13G/A
1
AerwinsTechnologies.txt
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No._2)*
(Name of Issuer)
Aerwins Technologies Inc.
(formerly known as Pono Capital Corp)
(Title of Class of Securities)
Common Stock, $0.000001 par value per share
(CUSIP Number)
732450101
(Date of Event Which Requires Filing of this Statement)
12/31/2023
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No.
732450101
(1) Names of reporting persons
Polar Asset Management Partners Inc.
(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
Ontario, Canada
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power
1,251,941 shares issuable upon the exercise of warrants
(6) Shared voting power
(7) Sole dispositive power
1,251,941 shares issuable upon the exercise of warrants
(8) Shared dispositive power
(9) Aggregate amount beneficially owned by each reporting person
1,251,941 shares issuable upon the exercise of warrants
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
(11) Percent of class represented by amount in Row (9)
2.0%
(12) Type of reporting person (see instructions)
IA
Item 1(a) Name of issuer:
Aerwins Technologies Inc.
(formerly known as Pono Capital Corp)
Item 1(b) Address of issuer's principal executive offices:
The Walnut Building
691 Mill St, Suite 204, Los Angeles, CA
2(a) Name of person filing:
This statement is filed by Polar Asset Management Partners Inc.,
a company incorporated under the laws of Ontario, Canada,
which serves as the investment advisor to
Polar Multi-Strategy Master Fund, a Cayman Islands
exempted company ("PMSMF") with respect to the shares
directly held by PMSMF.
2(b) Address or principal business office or, if none, residence:
16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.
2(c) Citizenship:
Canada
2(d) Title of class of securities:
Common Stock, $0.000001 par value per share
2(e) CUSIP Number:
732450101
Item 3.
[ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
[ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
[ ] Investment company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8);
[ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
[ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
[ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
[x] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
[ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
The Reporting Person is an investment fund manager, portfolio manager,
exempt market dealer and commodity trading manager registered with the Ontario
Securities Commission.
Item 4. Ownership
as of December 31, 2023
1. Polar Asset Management Partners Inc.
(a) Amount beneficially owned: 1,251,941 shares issuable upon
the exercise of warrants
(b) Percent of class: 2.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,251,941 shares
issuable upon the exercise of warrants
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,251,941
shares issuable upon the exercise of warrants
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.Ownership of 5 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
5 percent of the class of securities, check the following [X].
Instruction. Dissolution of a group requires a response to this item.
Not applicable
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reporting on by the Parent Holding Company or Control
Person.
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications
By signing below I certify that, to the best of his/her 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.
Signature. 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.
Dated: February 12, 2024
POLAR ASSET MANAGEMENT PARTNERS INC.
By: /s/ Andrew Ma
Name: Andrew Ma
Title: Chief Compliance Officer
GRAND CAYMAN, Cayman Islands, March 16, 2026 (GLOBE NEWSWIRE) -- Pono Capital Four, Inc. (NASDAQ:PONO) (the "Company"), a newly organized special purpose acquisition company formed as a Cayman Islands exempted company, today announced the closing of its initial public offering of 12,000,000 units, at an offering price of $10.00 per unit, resulting in aggregate gross proceeds to the Company of $120,000,000. Each unit consists of one Class A ordinary share and one right (the "Share Right") to receive one-fifth of one Class A ordinary share at the closing of the Company's initial business combination. The units are listed on The Nasdaq Stock Market LLC ("Nasdaq") and trade under the ticker s
GRAND CAYMAN, Cayman Islands, March 12, 2026 (GLOBE NEWSWIRE) -- Pono Capital Four, Inc. (the "Company"), a newly organized special purpose acquisition company formed as a Cayman Islands exempted company, today 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 (the "Share Right") to receive one-fifth of one Class A ordinary share at the closing of the Company's initial business combination. The units are expected to trade on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "PONOU" beginning March 13, 2026. Once the securities comprising the uni
Honolulu, Hawaii, Nov. 09, 2022 (GLOBE NEWSWIRE) -- Pono Capital Corp (the "Company") (NASDAQ:PONO), a special purpose acquisition company, today announced that Mehana Capital LLC, an affiliate of Mehana Equity LLC (the "Sponsor"), and AERWINS Technologies, Inc. ("AERWINS"), have each deposited $575,000 into the Company's Trust account for its public stockholders, representing an aggregate of $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by three months from November 11, 2022 to February 13, 2023 (the "Extension"). The Extension is permitted under the Company's governing documents. As previously announced, o
