How did the AERT share consolidation change outstanding shares?

The consolidation reduced issued and outstanding Class A ordinary shares from approximately 45,914,789 to approximately 5,739,349. Each block of eight shares became one share, leaving investors with fewer shares but the same proportional ownership in Aeries Technology.

How did Aeries Technology handle fractional shares in the share consolidation?

No fractional shares were issued in the consolidation. Any fractional holdings resulting from converting eight old shares into one new share were rounded up to the nearest whole share, slightly benefiting holders whose positions did not divide evenly by eight.

What happens to AERTW warrants after the Aeries share consolidation?

The company issued a Warrant Adjustment Notice to modify outstanding warrants under its Warrant Agreement. Fractional shares from warrant exercises will be rounded down to the nearest whole share, and the AERTW trading symbol and warrant CUSIP G97775 111 remain unchanged.

Aeries Technology (AERT) completes 1-for-8 share consolidation and warrant changes

Q: Did Aeries Technology change its authorized share count in the consolidation?

Yes. 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. This aligns the company’s charter with the smaller post-consolidation share base.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Insights

Aeries consolidates shares 1-for-8 and aligns warrant terms.

Aeries Technology has implemented a 1-for-8 share consolidation, sharply reducing both outstanding and authorized Class A ordinary shares. This concentrates each share’s claim on the business while keeping the total equity interest unchanged for holders.

The company also adjusted warrant terms under its Warrant Agreement, ensuring warrant rights track the new share structure. Fractional shares from warrant exercises are rounded down, while share consolidation fractions were rounded up, slightly favoring existing shareholders in the conversion mechanics.

The Class A and warrant trading symbols remain unchanged, with a new CUSIP assigned for the shares effective on June 12, 2026. Subsequent company filings may provide more detail on how the new structure interacts with future equity or financing plans.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Share consolidation ratio: 1-for-8 Outstanding shares before consolidation: 45,914,789 shares (approx.) Outstanding shares after consolidation: 5,739,349 shares (approx.) +5 more

8 metrics

Share consolidation ratio 1-for-8 Class A ordinary share consolidation effective June 12, 2026

Outstanding shares before consolidation 45,914,789 shares (approx.) Class A ordinary shares immediately prior to Effective Time

Outstanding shares after consolidation 5,739,349 shares (approx.) Class A ordinary shares after 1-for-8 consolidation

Authorized shares before consolidation 500,000,000 shares Class A authorized, par value $0.0001 per share

Authorized shares after consolidation 62,500,000 shares Class A authorized, par value $0.0008 per share

Warrant exercise price $92.00 per share Each whole warrant exercisable for one Class A ordinary share

Effective time of consolidation 12:01 a.m. Eastern Time Effective Time on June 12, 2026

New CUSIP for Class A shares G0136H128 Assigned following share consolidation

Key Terms

Share Consolidation, Warrant Adjustment Notice, Warrant Agreement, Third Amended and Restated Memorandum and Articles of Association, +1 more

5 terms

Warrant Adjustment Notice financial

"the Company issued a notice (the “Warrant Adjustment Notice”) to holders of its warrants"

Warrant Agreement regulatory

"pursuant to the terms of the Warrant Agreement, dated October 19, 2021 (the “Warrant Agreement”)"

A warrant agreement is the legal document that lays out the rules for stock warrants — special certificates that let their holder buy company shares at a set price within a certain time. It explains how and when warrants can be exercised, transferred, changed, or canceled, and what happens to them if the company raises money or is sold; investors care because these terms affect potential future ownership, dilution of shares, and the real value of the warrants.

Third Amended and Restated Memorandum and Articles of Association regulatory

"the Company filed its Third Amended and Restated Memorandum and Articles of Association (“A&R Articles”)"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/12/2026 - 09:20 AM

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 11, 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 $0.0008 per share	AERT	Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $92.00	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 3.03.

Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

In connection with the 1-for-8 share consolidation of all of its Class A ordinary shares (the “Share Consolidation”) described in Item 5.03 below, on June 12, 2026, Aeries Technology, Inc. (the “Company”) issued a notice (the “Warrant Adjustment Notice”) to holders of its warrants to purchase Class A ordinary shares (the “Warrants”). In the Warrant Adjustment Notice, the Company notified Warrant holders that the Company has made the following adjustments to its outstanding Warrants, effective after the close of trading on June 11, 2026, as reflected in the Warrants upon the commencement of trading on June 12, 2026:

●

The number of Class A ordinary shares issuable upon the exercise of each Warrant was proportionally adjusted to reflect the Share Consolidation, such that each Warrant now represents the right to purchase 1/8th of a Class A ordinary share, subject to the aggregation provisions of the Warrant Agreement; and

●

The exercise price of each post-Share Consolidation Warrant to purchase one whole post-Share Consolidation Class A ordinary share will be proportionately increased eight-fold (relative to a pre-Share Consolidation Warrant to purchase one pre-Share Consolidation Class A ordinary share), to $92.00 per post-Share Consolidation Class A ordinary share.

The Warrant Adjustment Notice was provided by the Company pursuant to the terms of the Warrant Agreement, dated October 19, 2021 (the “Warrant Agreement”), by and between the Company, and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”). The Company will not issue fractional shares upon exercise of Warrants to purchase fractional shares following the Share Consolidation, as any such fractional shares issuable under a Warrant will be rounded down to the nearest whole number of Class A ordinary shares.

The CUSIP number for the Warrants will remain G97775 111 and the trading symbol for the Warrants will continue to be “AERTW” following the foregoing adjustments to the Warrants. The foregoing description of the Warrant Adjustment Notice is qualified in its entirety by reference to the full text of the Warrant Adjustment Notice, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 11, 2026, the Company filed its Third Amended and Restated Memorandum and Articles of Association (“A&R Articles”) with the Registrar of Companies in the Cayman Islands to effect the Share Consolidation. The Share Consolidation became effective at 12:01 a.m., Eastern Time, on June 12, 2026 (the “Effective Time”).

As a result of the Share Consolidation, every eight (8) Class A ordinary shares of the Company issued and outstanding immediately prior to the Effective Time were automatically combined and converted into one (1) Class A ordinary share. The Share Consolidation reduced the number of issued and outstanding Class A ordinary shares from approximately 45,914,789 to approximately 5,739,349. The total authorized number of Class A ordinary shares were 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 were issued in connection with the Share Consolidation, and any fractional shares resulting from the Share Consolidation were rounded up to the nearest whole share.

The ticker symbol for the Class A ordinary shares will remain “AERT,” and the new CUSIP number of the Class A ordinary shares following the Share Consolidation is G0136H128.

The foregoing description of the A&R Articles is qualified in its entirety by reference to the full text of the A&R Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
3.1		Third Amended and Restated Memorandum and Articles of Association of Aeries Technology, Inc., effective June 12, 2026
4.1		Warrant Adjustment Notice, dated June 12, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 12, 2026	By:	/s/ Bhisham (Ajay) Khare
		Bhisham (Ajay) Khare
		Chief Executive Officer and Director

Source: View Original Filing on SEC EDGAR

FAQ

What did Aeries Technology (AERT) announce in this 8-K filing?

Aeries Technology implemented a 1-for-8 share consolidation of its Class A ordinary shares. The move combined every eight existing shares into one new share and aligned outstanding warrants and corporate charter documents with the new capital structure.

Did Aeries Technology change its ticker or CUSIP due to the consolidation?

The Class A ordinary share ticker remains AERT, and the warrant ticker remains AERTW. However, the company assigned a new CUSIP, G0136H128, to the Class A ordinary shares following the 1-for-8 share consolidation effective June 12, 2026.

Filing Exhibits & Attachments

6 documents

Aeries Technology (AERT) completes 1-for-8 share consolidation and warrant changes

Rhea-AI Filing Summary

Positive

Negative