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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 10, 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.
Share Consolidation
Aeries Technology, Inc. (the
“Company”) is announcing today that its Board of Directors (the “Board”) has approved the implementation of a
one-for-eight share consolidation (the “Share Consolidation”) of the Company’s Class A ordinary shares, par value $0.0001
per share (the “Class A ordinary shares”). The Share Consolidation is intended to increase the per-share trading price of
the Company’s Class A ordinary shares and to assist the Company in maintaining compliance with the minimum bid price requirement
for continued listing on the Nasdaq Capital Market.
The Share Consolidation will
become effective at 12:01 a.m., Eastern Time, on June 12, 2026 (the “Effective Time”). The Company’s Class A ordinary
shares are expected to begin trading on a split-adjusted basis on the Nasdaq Stock Market at the commencement of trading on June 12, 2026,
with a new CUSIP number of G0136H128. The ticker symbol for the Company’s stock will remain “AERT.”
At the Company’s 2026
Annual General Meeting held on March 3, 2026, the Company’s shareholders approved a proposal authorizing the Board to effect a consolidation
of the Company’s authorized and issued Class A ordinary shares at a ratio of up to one-for-ten (1:10), with the exact ratio and
timing to be determined by the Board in its sole discretion. Pursuant to such authorization, the Board approved a one-for-eight (1:8)
Share Consolidation.
Information for Shareholders
The Share Consolidation will,
as of the Effective Time, reduce the number of issued and outstanding shares of the Company’s Class A ordinary shares from approximately
45,914,789 to approximately 5,739,349. The total authorized number of Class A ordinary shares will be correspondingly 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 will be issued in connection
with the Share Consolidation, and fractional shares resulting from the Share Consolidation will be rounded up to the next whole number.
No further action on the part of shareholders will be required to implement the Share Consolidation.
The Company’s transfer
agent, Continental Stock Transfer & Trust Company (“CSTT”), will act as its exchange agent for the Share Consolidation.
CSTT will provide instructions to any shareholders with physical stock certificates regarding the process for exchanging their certificates
for split-adjusted shares into “book-entry form.” Shares held by shareholders in “street name” will have their accounts automatically
credited by their brokerage firm, bank, or other nominee. Shareholders who hold their shares in book-entry form at CSTT will
also have their accounts automatically credited. Shareholders may contact Continental Stock Transfer and Trust Shareholder Services for
any questions on 1-800-509-5586.
Impact on Equity Awards
Proportionate adjustments
will be made to the per-share exercise price and/or the number of shares subject to all then-outstanding stock options and other equity
awards (collectively, the “Equity Awards”), which will result in a proportional decrease in the number of shares of the Company’s
Class A ordinary shares reserved for issuance upon exercise or settlement of such Equity Awards. All share and per-share amounts in the
Company’s consolidated financial statements and the notes thereto will be retroactively adjusted to reflect the Share Consolidation
for all the periods presented. Additional information about the Share Consolidation can be found in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on February 6, 2026.
Forward-Looking Statements
This Current Report on Form
8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
regarding the Company’s implementation of the Share Consolidation and its expected effects. These statements are not historical
facts and typically are identified by the use of terms such as “may,” “will,” “should,” “could,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “continue,” and similar words, although some forward-looking statements are expressed differently.
These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ
materially. Further information on risks, uncertainties and other factors that could cause actual results to differ materially are included
in the Company’s periodic and current reports filed with the U.S. Securities and Exchange Commission. Forward-looking statements
speak only as of the date they are made. The Company disclaims any intention to, and undertakes no obligation to, update or revise these
forward-looking statements except as required by law.
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 10, 2026 |
By: |
/s/ Bhisham (Ajay) Khare |
| |
|
Bhisham (Ajay) Khare |
| |
|
Chief Executive Officer and Director |
