AERWINS Technologies : Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 26, 2023, the Board of Directors (the "Board") of Aerwins Technology, Inc. (the "Company") approved the Amended and Restated Bylaws adopted on September 26, 2023 (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws reduced the required quorum at all meetings of the Company's stockholders for the transaction of business, except as otherwise provided by statute or by the Company's articles of incorporation, as amended, to one-third (33⅓%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy (the "Reduced Quorum Requirement"). The Company's bylaws previously provided that the holders of a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote would constitute a quorum at all meetings of stockholders for the transaction of business.

The description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.