[424B3] Aeries Technology, Inc. Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

Aeries Technology, Inc. (Nasdaq: AERT) filed a Prospectus Supplement dated June 25, 2025 that updates its November 5, 2024 prospectus. The filing registers the potential issuance of up to 31.6 million new Class A ordinary shares (10.57 million from exchange rights and 21.03 million from warrant exercises) and the resale of 54.1 million existing Class A shares plus 9.53 million Private Placement Warrants held by selling security-holders. At the June 24, 2025 close, Class A shares traded at $1.06 and warrants at $0.025. The warrants carry a strike price of $11.50 per share.

The supplement attaches the company’s Form 8-K, also filed June 25, 2025. Under Item 5.02, director Ramesh Venkataraman notified the Board on June 18 of his intention to resign effective June 30, 2025. He will assume the role of chairperson of Aeries’ independent advisory board. The company states that his resignation is not due to any disagreement on operations, policies or practices.

The filing reiterates risk-factor references from the base prospectus and emphasizes that the SEC has neither approved nor disapproved the securities. Investors are reminded that the supplement must be read together with the original prospectus and any other amendments.

Positive

• Orderly board transition: departing director remains involved as advisory-board chair, and the company states there is no disagreement.
• Comprehensive disclosure: prospectus supplement and 8-K provide investors with updated share counts, pricing, and governance information.

Negative

• Potential dilution: up to 31.6 million new Class A shares could be issued upon exchange or warrant exercise.
• Share-supply overhang: registration for resale of 54.1 million existing shares and 9.53 million warrants may create market selling pressure.
• Vacant board seat: resignation leaves an open position on the Board and its Nominating & Corporate Governance Committee until a replacement is appointed.

Insights

Financial Analyst

TL;DR – Large potential share issuance adds dilution risk; director exit neutral, overall slightly negative.

The registration of up to 31.6 million new shares represents a sizeable proportion of AERT’s current public float and could materially dilute existing holders if the exchange rights are exercised or the warrants become in-the-money. While the $11.50 strike renders the 21 million public and private warrants far out-of-the-money versus the $1.06 market price, the 10.57 million exchangeable shares could still be issued regardless of trading levels, creating an overhang. The secondary registration of 54.1 million shares may increase selling pressure as insiders receive liquidity.

On governance, the announced resignation of Ramesh Venkataraman appears orderly, with the individual remaining engaged as advisory-board chair and no stated disputes. Therefore, the personnel change is low-impact. Overall, the prospectus supplement signals potential dilution and supply, outweighing any positive governance continuity.

Corporate Governance Expert

TL;DR – Board transition orderly; no conflict disclosed; minimal governance concern.

Mr. Venkataraman’s resignation is scheduled, with a clear effective date and a continued relationship via the independent advisory board. The company affirms the move is not driven by disagreement, which limits governance red flags. However, Aeries must still fill the Board seat and Nominating & Corporate Governance Committee vacancy to maintain optimal oversight. Transparency through the 8-K and prospectus supplement is appropriate and complies with disclosure standards.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-276173

Prospectus Supplement

(to prospectus dated November 5, 2024)

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

54,107,858 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 November 5, 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 54,107,858 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 June 25, 2025 (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 June 24, 2025, the closing price of our Class A ordinary shares was $1.06 per share and the closing price of our warrants was $0.025 per warrant.

Investing in our securities involves risks. See “Risk Factors” beginning on page 14 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 June 25, 2025.

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): June 18, 2025

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 18, 2025, Ramesh Venkataraman informed the Board of Directors (the “Board”) of Aeries Technology, Inc. (the “Company”) of his intention to resign from his position as a member of the Board. The effective date of his resignation will be June 30, 2025, at which time Mr. Venkataraman’s term as a director, including his membership on the Board’s Nominating and Corporate Governance Committee, will end. Mr. Venkataraman is stepping down from the Board in order to transition to a role as chairperson of the Company’s independent advisory board. The decision by Mr. Venkataraman to resign from the Board did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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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.
	A Cayman Islands exempted company
Date: June 25, 2025	By:	/s/ Daniel S. Webb
		Daniel S. Webb
		Chief Financial Officer

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FAQ

How many new AERT shares could be issued under this prospectus supplement?

Up to 31,594,148 Class A ordinary shares—10,566,347 from exchange rights and 21,027,801 from warrant exercises.

What is the exercise price of Aeries Technology’s warrants (AERTW)?

Each warrant is exercisable for one Class A share at an exercise price of $11.50.

Why did Director Ramesh Venkataraman resign from the AERT Board?

He is stepping down effective June 30, 2025 to become chairperson of the company’s independent advisory board; the resignation is not due to any disagreement.

What were AERT’s share and warrant closing prices on June 24, 2025?

Class A shares closed at $1.06; warrants closed at $0.025.

Does the SEC endorse the securities offered in this prospectus supplement?

No. The SEC has neither approved nor disapproved the securities or the accuracy of the filing.