0001326389-23-000575.txt : 20230210
0001326389-23-000575.hdr.sgml : 20230210
20230210161536
ACCESSION NUMBER: 0001326389-23-000575
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20230210
DATE AS OF CHANGE: 20230210
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: AERWINS Technologies Inc.
CENTRAL INDEX KEY: 0001855631
STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721]
IRS NUMBER: 862049355
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-92801
FILM NUMBER: 23612051
BUSINESS ADDRESS:
STREET 1: SHIBA KOEN ANNEX 6 F, 1-8,
STREET 2: SHIBA KOEN 3-CHOME
CITY: MINATO-KU, TOKYO
STATE: M0
ZIP: 105-0011
BUSINESS PHONE: 813-6409-6761
MAIL ADDRESS:
STREET 1: SHIBA KOEN ANNEX 6 F, 1-8,
STREET 2: SHIBA KOEN 3-CHOME
CITY: MINATO-KU, TOKYO
STATE: M0
ZIP: 105-0011
FORMER COMPANY:
FORMER CONFORMED NAME: Pono Capital Corp
DATE OF NAME CHANGE: 20210708
FORMER COMPANY:
FORMER CONFORMED NAME: PONO Capital Corp
DATE OF NAME CHANGE: 20210407
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Polar Asset Management Partners Inc.
CENTRAL INDEX KEY: 0001326389
IRS NUMBER: 000000000
STATE OF INCORPORATION: A6
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 16 YORK STREET SUITE 2900
CITY: TORONTO
STATE: A6
ZIP: M5J 0E6
BUSINESS PHONE: 416-367-4364
MAIL ADDRESS:
STREET 1: 16 YORK STREET SUITE 2900
CITY: TORONTO
STATE: A6
ZIP: M5J 0E6
FORMER COMPANY:
FORMER CONFORMED NAME: Polar Securities Inc.
DATE OF NAME CHANGE: 20050506
SC 13G/A
1
PONO_Polar.txt
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No._1)*
(Name of Issuer)
AERWINS Technologies Inc
(formerly known as Pono Capital Corp)
(Title of Class of Securities)
Class A Common stock, $0.000001 par value per share
(CUSIP Number)
732450101
(Date of Event Which Requires Filing of this Statement)
12/31/2022
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
790,000
(6) Shared voting power
(7) Sole dispositive power
790,000
(8) Shared dispositive power
(9) Aggregate amount beneficially owned by each reporting person
790,000
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
(11) Percent of class represented by amount in Row (9)
6.51%%
(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:
643 Ilalo Street, Honolulu, HI, 96813
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
(as defined below) directly held by PMSMF and certain managed account
(together with PMSMF, the "Polar Vehicles") with respect to the shares
directly held by the Polar Vehicles.
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:
Class A 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, 2022
1. Polar Asset Management Partners
(a) Amount beneficially owned: 790,000
(b) Percent of class: 6.51%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 790,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 790,000
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.Ownership of 5 Percent or Less of a Class.
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 10, 2023
POLAR ASSET MANAGEMENT PARTNERS INC.
By: /s/ Andrew Ma
Name: Andrew Ma
Title: Chief Compliance Officer