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Aeries Technology, Inc. has filed a post-effective amendment converting an existing Form S-1 into a Form S-3 shelf and updating it to incorporate financial and other information from its Annual Report for the year ended March 31, 2026. The amendment reflects a 1-for-8 share consolidation completed on June 12, 2026.
The registration covers the potential primary issuance of up to 3,842,870 Class A ordinary shares, including 1,214,396 shares issuable upon exchange of AARK and ATG shares and 2,628,474 shares issuable upon exercise of warrants. It also registers for resale by selling securityholders up to 6,506,287 Class A ordinary shares and 9,527,810 Private Placement Warrants.
The 6,506,287 resale shares exceed Aeries’ public float and equal about 115.5% of Class A shares outstanding as of July 16, 2026, or 68.6% assuming full issuance of all exchange and warrant shares. Aeries will not receive proceeds from selling securityholders’ sales and would receive cash only if warrants are exercised, which is described as unlikely given the $92.00 exercise price compared with the $6.56 July 20, 2026 share price.
Aeries Technology CEO Bhisham Khare has updated his ownership disclosure, reporting beneficial ownership of 544,828 Class A Ordinary Shares, equal to 9.1% of the class under SEC beneficial ownership rules. This figure includes both currently held shares and rights to acquire additional shares.
The amount reflects 106,398 Class A Ordinary Shares issuable under an Exchange Agreement tied to 59,110 shares of Aeries Technology Group Business Accelerators Private Limited held through the Aeries Employee Stock Option Trust, at an exchange ratio of 1.8 Aeries shares per ATG share. It also includes a Stock Option, granted on May 28, 2026, exercisable for 125,000 Class A Ordinary Shares at an exercise price of $5.984 per share, which vested on the grant date.
The 9.1% ownership percentage is calculated based on 5,739,349 Class A Ordinary Shares outstanding as of June 12, 2026, plus the additional shares Khare has the right to acquire through the exchange rights and the vested stock option. The filing notes that there were no reportable share transactions by Khare during the period covered.
Aeries Technology, Inc. reported that Chief Executive Officer Bhisham Khare received a grant of stock options. The award covers 125,000 options to buy Class A Ordinary Shares at an exercise price of $5.984 per share, with an expiration date of May 28, 2036.
The options were granted on May 28, 2026 as a compensation-related award, not an open-market purchase. A footnote explains the grant was made before a 1-for-8 share consolidation effective June 12, 2026, and the option amount and exercise price shown are adjusted for that consolidation.
Aeries Technology, Inc. approved a 1-for-8 share consolidation of its Class A ordinary shares, effective at 12:01 a.m. Eastern Time on June 12, 2026. Every eight pre-consolidation shares were automatically combined into one new share.
This consolidation reduced issued and outstanding Class A ordinary shares from approximately 45,914,789 to approximately 5,739,349. Authorized Class A ordinary shares were reduced from 500,000,000 with a par value of $0.0001 per share to 62,500,000 with a par value of $0.0008 per share. No fractional shares were issued, and any resulting fractions were rounded up to the nearest whole share.
The company also issued a Warrant Adjustment Notice under its Warrant Agreement, adjusting outstanding warrants to reflect the share consolidation. Fractional shares on warrant exercise will be rounded down to the nearest whole share. The Class A ticker remains “AERT”, the warrant ticker remains “AERTW”, and the new CUSIP for the shares is G0136H128.
Aeries Technology, Inc. approved a one-for-eight share consolidation of its Class A ordinary shares to support compliance with the Nasdaq Capital Market’s minimum bid price requirement. The consolidation will be effective at 12:01 a.m. Eastern Time on June 12, 2026, after which the shares will trade on a split-adjusted basis under the same ticker, AERT, with a new CUSIP.
The consolidation will reduce issued and outstanding Class A ordinary shares from approximately 45,914,789 to approximately 5,739,349, while authorized Class A ordinary shares will decrease from 500,000,000 at par value $0.0001 to 62,500,000 at par value $0.0008. Fractional shares will not be issued and will instead be rounded up to the next whole share. Shareholders do not need to take action; positions held in street name or book-entry form will be automatically adjusted, and physical holders will receive instructions from the transfer agent. Existing equity awards and related share and per-share data in financial statements will be proportionately adjusted to reflect the new share structure.
Aeries Technology reported fiscal year 2026 revenue of $70.0 million, essentially flat year over year, but delivered a sharp profitability turnaround. Net income improved to $3.5 million from a loss of $21.6 million, helped by a major reduction in selling, general and administrative expenses.
Adjusted EBITDA rose to $8.3 million, with Adjusted EBITDA margin expanding to 11.9% from negative 6.6% in fiscal 2025. Operating cash flow was $6.8 million, marking a fourth consecutive quarter of positive operating cash generation, and cash and equivalents increased to $4.9 million. The company reiterated its fiscal 2027 outlook and highlighted ongoing GCC-led growth, AI-enabled automation initiatives and expanded delivery in Mexico.
Aeries Technology, Inc. outlines its GCC-focused consulting business while disclosing substantial doubt about its ability to continue as a going concern. As of March 31, 2026, shareholders’ equity showed a $3.0 million deficit and working capital was negative $6.8 million.
The company faces up to $4.3 million in obligations under Forward Purchase Agreements and $4.4 million of short-term borrowings. Non-renewals from significant customers are expected to cut annual revenue by about $9.7 million, partially offset by one-time buyout payments totaling $4.3 million.
Aeries reported $4.9 million in cash, net operating cash inflow of $6.8 million, and net profit of $3.5 million for the year ended March 31, 2026, but warns that failure to secure new funding or restructure liabilities could force asset sales and potential loss of investor capital.
Aeries Technology, Inc. registers an aggregate of up to 53,805,874 Class A ordinary shares and up to 9,527,810 warrants for resale by selling securityholders, and also discloses issuable amounts of 10,566,347 shares upon exchange and 21,027,801 shares issuable upon exercise of certain warrants.
This prospectus supplement, filed April 3, 2026, updates the prospectus dated August 12, 2025 and attaches a Form 8-K describing Nasdaq notice of non-compliance with the minimum bid price rule and the company's intent to request a hearing before the Nasdaq Hearings Panel.
Aeries Technology, Inc. reported that on March 31, 2026 it received a formal notice from Nasdaq staff that its continued non-compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) could result in delisting of its securities from the Nasdaq Capital Market.
The company plans to request a hearing before the Nasdaq Hearings Panel, which would temporarily stay further Nasdaq action while the Panel reviews the case. A previous grace period to regain compliance, granted after a September 30, 2025 deficiency notice, expired on March 30, 2026 without the company restoring its bid price to required levels.
Aeries is not eligible for an additional 180‑day grace period because it does not meet the minimum stockholders’ equity requirement for initial listing on the Nasdaq Capital Market. The company states it is considering all available options but notes there is no assurance the Panel will allow its listing to continue or that it will meet listing standards within any extension granted.
Aeries Technology, Inc. updates its prospectus supplement to register up to 53,805,874 Class A ordinary shares and up to 9,527,810 Private Placement Warrants for resale by the Selling Securityholders.
The supplement also describes up to 10,566,347 Class A ordinary shares issuable upon exchange rights and up to 21,027,801 Class A ordinary shares issuable upon exercise of redeemable warrants. The supplement attaches a Current Report on Form 8-K filed March 30, 2026 and notes market closing prices: $0.3104 per Class A share and $0.0152 per warrant as of March 27, 2026.