AERWINS Technologies Merging with Pono Capital in $750M Deal

Pono Capital announced plans to merge with AERWINS Technologies, parent company of A.L.I. Technologies, a Japanese corporation.

If approved, the transaction is expected to close in either the fourth quarter of 2022 or the first quarter of 2023, and AERWINS anticipates listing on the Nasdaq under the symbols AWIN and AWINW for shares and warrants.

The transaction values AERWINS at $600 million, minus any otustanding debt. That is expected to result in a combined pro forma equity value of approximately $750 million, assuming no redemptions. The cash proceeds raised in the transaction, after any redemptions and payment of transaction expenses, are currently anticipated to be used for product manufacturing, to fund company operations, support its growth and for general company operating purposes.

There is no minimum cash condition for closing, according to an 8-K the SPAC filed after the merger announcement.

Pono Capital raised $116 million in an August 2021 IPO.

The SPAC less than a month ago terminated a merger deal with pharmaceutical cannabinoids company Benuvia by mutual agreement. That deal had a pro forma enterprise valuation of $440 million.

Pono also extended its termination date by three months to Nov. 11. The SPAC’s sponsor sweetened the trust by $1.15 million (10 cents a share) for the extension.

Assuming no redemptions by Pono stockholders, it is estimated that the current stockholders of AERWINS will own approximately 80% of the issued and outstanding shares of the combined company at closing.

AERWINS aims to be a world leader in the air mobility industry and is working on technologies and services to move the industry forward, according to a press release. Its initial product, the luxury hoverbike, XTURISMO Limited Edition, which AERWINS began developing in 2017, “was born from AERWINS’ desire to provide a sensational new experience of traversing through air,” the news release states. AERWINS began accepting orders for the product for the Japanese domestic market with its launch in October 2021, and since June 2022, AERWINS has been accepting purchase applications from all over the world.

AERWINS is also working on providing drone-based solution services and has developed the C.O.S.M.O.S. flight operation management system, which aims to ensure the safety of airways when many unmanned and manned aircraft such as XTURISMO and drones are making use of the lower aerospace. Read more.

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