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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September
30, 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 or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification Number) |
|
60 Paya Lebar Road, #08-13
Paya Lebar Square
Singapore |
|
409051 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(919) 228-6404
(Registrant’s telephone number, including
area code)
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 to the registrant under any of the following provisions:
| ☐ |
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 30, 2025, Aeries Technology, Inc.
(the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the 30 consecutive business days from August 15,
2025 to September 26, 2025, the Company’s Class A ordinary shares had not maintained a minimum closing bid price of $1.00 per share
required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
The Notice does not impact the listing of the Company’s Class A ordinary shares on The Nasdaq Capital Market at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A)
(the “Compliance Period Rule”), the Company has a period of 180 calendar days from the date of the Notice, or until March
30, 2026 (the “Compliance Date”), to regain compliance with the Bid Price Rule. During this period, the Company’s Class
A ordinary shares will continue to trade on The Nasdaq Capital Market. If at any time before the Compliance Date the closing price of
the Company’s Class A ordinary shares close at or above $1.00 for a minimum of 10 consecutive business days as required under the
Compliance Period Rule, the Staff will provide written notification to the Company that it has regained compliance with the Bid Price
Rule and will close the matter. If the Company does not regain compliance with the Bid Price Rule by the Compliance Date, the Company
may be eligible for an additional 180-day period to regain compliance. To qualify, the Company would be required to meet the continued
listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market except
for the bid price requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the second
compliance period by effecting a reverse stock split, if necessary.
If the Company cannot regain compliance during
the Compliance Period or any subsequently granted compliance period, the Staff will provide a written notification to the Company that
its securities are subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Hearings
Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting
determination by the Staff to the Panel, such appeal would be successful.
The Company intends to monitor the closing price
of its Class A ordinary shares between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the
deficiency and regain compliance with the Bid Price Rule including effecting a reverse stock split. However, there can be no assurance
that the Company will be able to regain or maintain compliance with Nasdaq listing criteria.
Forward-Looking Statements
Certain statements made in this Current Report
on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are
forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they
relate to the Company or its management team, are intended to identify forward-looking statements. Many factors could cause actual future
events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including the Company’s ability
to successfully appeal a delisting determination if issued, and the Company’s ability to resolve the deficiency under the Bid Price
Rule and regain compliance with the Nasdaq listing rules. Such forward-looking statements are based on the beliefs of management, as well
as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements are not guarantees
of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important
factors, many of which are beyond the control of the Company, including but not limited to those set forth in the “Risk Factors”
section of the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, and other documents of the Company filed,
or to be filed, with the Securities and Exchange Commission, that could cause actual results or outcomes to differ materially from those
discussed in the forward-looking statements. All subsequent written or oral forward-looking statements attributable to the Company or
persons acting on its behalf are qualified in their entirety by this paragraph. The Company undertakes no obligation to update or revise
any forward-looking statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.
SIGNATURE
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.
| Date: October 3, 2025 |
AERIES TECHNOLOGY, INC. |
| |
A Cayman Islands exempted
company |
| |
|
| |
By: |
/s/ Daniel S. Webb |
| |
Name: |
Daniel S. Webb |
| |
Title: |
Chief Financial
Officer |
