Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 5:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
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
5-9-1
Toranomon
Minato
City, Tokyo 105-0001
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December
31, 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/A |
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5. |
SOLE VOTING POWER
2,149,731 Shares |
6. |
SHARED VOTING POWER
0 |
7. |
SOLE DISPOSITIVE POWER
2,149,731 Shares |
8. |
SHARED DISPOSITIVE POWER
0 |
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,149,731 |
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐ |
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.43%
(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 January 22,
2024, as reported in the issuer’s Registration Statement on Form S-1
(File No. 333-276666), filed with the Securities and Exchange Commission on January
24, 2024. |
CUSIP
No. 00810J108 |
13G/A |
Page
3 of 5 Pages |
Item
1.
|
(a) |
Name
of Issuer
AERWINS
Technologies Inc. |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices
The
Walnut Building
691
Mill St, Suite 204
Los
Angeles, CA 90021 |
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
5-9-1
Toranomon
Minato City,
Tokyo 105-0001 |
|
|
|
|
(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/A |
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: 2,149,731 Shares |
|
|
|
|
(b) |
Percent
of class: 3.43% |
|
|
|
|
(c) |
Number
of shares as to which the person has: |
|
(i) |
Sole
power to vote or to direct the vote: 2,149,731 Shares |
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote 0 Shares. |
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of 2,149,731 Shares |
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of 0 Shares |
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 [X].
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/A |
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.
|
2/14/2024
|
|
Date |
|
|
|
/s/
Kotaro Chiba
|
|
Signature |
|
|
|
Kotaro
Chiba/General Partner
|
|
Name/Title |
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