UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
FILE NUMBER 001-40734
CUSIP
NUMBER 00810J207
(Check
One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CEN
☐ Form N-CSR
For
the Period Ended March 31, 2024
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For
the Transition Period Ended ________________
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
Full
Name of Registrant: |
|
AERWINS
Technologies Inc. |
Former
Name if Applicable: |
|
|
Address
of Principal
Executive
Office: |
|
The Walnut Building
691 Mill St, Suite 204
Los Angeles, CA 90021 |
PART
II - RULES 12b-25 (b) and (c)
If
the subject report could not be filed without unreasonable effort or expense, and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate) ☒
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date.
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
AERWINS
Technologies Inc. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2024 (the “Form 10-Q”) by May 15, 2024, the original due date for such filing, without unreasonable
effort or expense because it requires additional time to complete its financial statements. This delay principally relates to the fact
that the Company was delayed in obtaining and compiling information required to be included in its Form 10-Q, which delay could not be
eliminated by the Company without unreasonable effort and expense. The Company expects to file the Form 10-Q no later than the fifth
calendar day following the prescribed filing date.
PART
IV - OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification:
Laura
Anthony |
|
561 |
|
514-0936 |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the Registrant was required to file such report(s)
been filed?
If
the answer is no, identify report(s). ☒ Yes ☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
☒ Yes ☐ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Explanation:
As previously reported, on December 27, 2023, Registrant discontinued the operations of A.L.I. Technologies Inc., a Japanese corporation
(“A.L.I.”) which is Registrant’s wholly-owned indirect subsidiary, and as part of Registrant’s operations, moved
to Los Angeles, California, and continued the development of a line of FAA-compliant manned and unmanned crafts for low-altitude flight.
Following the discontinuation, on December 27, 2023, A.L.I. filed a voluntary bankruptcy petition with the Tokyo District Court, Civil
Division 20, “Tokutei Kanzai Kakari” [Special Trusteeship Section], Case ID: No. 8234 of 2023 (Fu). A bankruptcy trustee
was appointed on January 10, 2024, and proceedings have commenced. ALI’s discontinued operations include the manned air mobility
business, including the further development of the XTURISMO limited edition hoverbike, the air mobility platform COSMOS (Centralized
Operating System for Managing Open Sky), the computing power-sharing business, drone photography business and drone and artificial intelligence
research and development business. As a result of these events, the Company is unable to provide a reasonable
estimate of the changes in its results of operations from the corresponding period for the last fiscal.
AERWINS
Technologies Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
May 16, 2024 |
|
|
|
|
|
|
By: |
/s/
Yinshun (Sue) He |
|
Name: |
Yinshun
(Sue) He |
|
Title: |
Chief
Financial Officer |
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