Aeries Technology (NASDAQ: AERT) registers resale of 53.8M shares; $5M buyback

Rhea-AI Filing Summary

Aeries Technology, Inc. files a prospectus supplement and Form 8-K updating its registration and resale disclosure and announcing a board‑authorized share repurchase program. The supplement registers up to 10,566,347 Class A ordinary shares issuable upon exchange and up to 21,027,801 Class A ordinary shares issuable upon warrant exercise, and provides for the resale of up to 53,805,874 Class A ordinary shares and up to 9,527,810 Private Placement Warrants.

The Form 8-K dated March 2, 2026 discloses that the Board authorized a share repurchase program of up to $5.0 million of outstanding Class A ordinary shares over a twelve‑month period, with purchases at management’s discretion using open market or negotiated transactions; the program may be suspended or discontinued.

Insights

Capital Markets Strategist

Registration expands potential supply while repurchase authorizes limited buybacks.

The prospectus supplement registers a mix of primary issuances (including shares issuable upon exchange and upon exercise of IPO and Private Placement warrants) and resale by selling securityholders, specifying exact maximum counts for each instrument.

Cash‑flow treatment: the excerpt shows resale by selling securityholders and warrant exercise mechanics; proceeds treatment varies by instrument and is not consolidated in the excerpt. Subsequent filings or prospectus language govern issuance timing and methods.

Corporate Finance Analyst

$5.0M repurchase is modest relative to registered resale volume but signals permitted buybacks.

The board authorization permits repurchases up to $5.0 million over twelve months using multiple methods; management retains discretion on timing and amounts. The program does not obligate repurchases and may be modified or suspended.

Investor impact depends on execution; the registered resale quantities provide a numerical cap on potential secondary supply, while the repurchase program provides a separate, limited offset.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-276173

Prospectus Supplement

(to prospectus dated August 12, 2025)

AERIES TECHNOLOGY, INC.

10,566,347 Class A Ordinary Shares Issuable Upon Exercise of Exchange Rights

21,027,801 Class A Ordinary Shares Issuable Upon Exercise of Warrants

53,805,874 Class A Ordinary Shares

9,527,810 Warrants to Purchase Class A Ordinary Shares

Offered by the Selling Securityholders

This prospectus supplement is being filed to update and supplement information contained in the prospectus dated August 12, 2024 (the “Prospectus”) related to: (A) (i) up to 10,566,347 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), of Aeries Technology, Inc., a Cayman Islands exempted company (the “Company”), upon exchange of shares of Aark Singapore Pte. Ltd. or Aeries Technology Group Business Accelerators Private Limited, pursuant to the exchange agreements dated November 6, 2023, and (ii) up to 21,027,801 Class A ordinary shares issuable upon the exercise of the (a) 11,499,991 redeemable warrants to purchase Class A ordinary shares that were issued by Worldwide Webb Acquisition Corp. as part of the units in its initial public offering (“IPO”), and (b) 9,527,810 redeemable warrants (the “Private Placement Warrants”) to purchase Class A ordinary shares originally issued to Worldwide Webb Acquisition Sponsor, LLC in a private placement that closed simultaneously with the consummation of the IPO; and (B) the resale from time to time by the Selling Securityholders (as defined in the Prospectus) of (i) an aggregate of up to 53,805,874 Class A ordinary shares, and (ii) up to 9,527,810 Private Placement Warrants, with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A ordinary shares and warrants are traded on the Nasdaq Capital Market under the symbols “AERT” and “AERTW,” respectively. On February 27, 2026, the closing price of our Class A ordinary shares was $0.3159 per share and the closing price of our warrants was $0.02 per warrant.

Investing in our securities involves risks. See “Risk Factors” beginning on page 17 of the Prospectus and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 2, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2026

Aeries Technology, Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40920		98-1587626
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

60 Paya Lebar Road, #08-13 Paya Lebar Square Singapore		409051
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (919) 228-6404

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share		AERT		Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		AERTW		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On March 2, 2026, Aeries Technology, Inc. (the “Company”) announced that the Board of Directors of the Company has authorized a share repurchase program of up to $5.0 million of its outstanding Class A ordinary shares over a twelve-month period. Repurchases may be made from time to time, in such amounts and at such prices as management deems appropriate, using a variety of methods, which may include open market purchases, private negotiated transactions, accelerated share repurchase programs or other legally permissible means.  The program does not obligate the Company to repurchase any specific amount of shares and may be suspended, modified, or discontinued at any time.

A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated March 2, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Aeries Technology, Inc.
Date: March 2, 2026	By:	/s/ Daniel S. Webb
		Daniel S. Webb
		Chief Financial Officer

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FAQ

What shares and warrants does AERT register in this prospectus supplement?

The supplement registers up to 10,566,347 Class A ordinary shares issuable upon exchange and up to 21,027,801 Class A ordinary shares issuable upon exercise of specified warrants, plus resale rights described in the supplement.

How many Class A shares are covered for resale by the selling securityholders?

The supplement permits the resale of up to 53,805,874 Class A ordinary shares by the Selling Securityholders and up to 9,527,810 Private Placement Warrants, as set forth in the prospectus supplement.

What repurchase program did Aeries Technology (AERT) announce?

On March 2, 2026, the Board authorized a share repurchase program of up to $5.0 million of Class A ordinary shares to run over twelve months, with purchases at management’s discretion.

Will the company definitely repurchase shares under the $5.0M program?

No. The program authorizes repurchases but does not obligate the company to buy any specific amount and may be suspended, modified, or discontinued at management’s discretion.

On which exchanges do AERT shares and warrants trade?

Aeries Technology’s Class A ordinary shares trade on the Nasdaq Capital Market under AERT and its redeemable warrants trade under AERTW, as stated in the supplement.