Filing Details

 

 

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