Aeries Technology (AERT) updates Sandia prepaid forward share sale window

Rhea-AI Filing Summary

Aeries Technology, Inc. entered into an amendment to its existing Letter Agreement with Sandia Investment Management LP tied to a prepaid forward share transaction. The original Letter Agreement allowed Sandia to sell Aeries Class A ordinary shares it received under the Forward Purchase Agreement at a price of at least $1.05 per share during a defined period to offset Aeries’ payment obligations under that forward. The new amendment, signed on December 31, 2025, extends this designated sales period from its prior end date to January 9, 2026, while keeping all other terms and provisions unchanged and in full force and effect.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): December 31, 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 1.01. Entry Into A Material Definitive Agreement.

On December 31, 2025, Aeries Technology, Inc. (“Aeries” or the “Company”) entered into Amendment No. 1 (“Amendment No. 1”) to the Letter Agreement, dated September 16, 2025 (the “Letter Agreement”), by and between the Company and Sandia Investment Management LP (“Sandia”) with respect to that certain Confirmation of OTC Equity Prepaid Forward Transaction, dated as of November 3, 2023, by and between the Company and Sandia, as amended by that certain Forward Purchase Agreement Confirmation Amendment, dated as of November 3, 2023, as amended and restated by that certain Confirmation of OTC Equity Prepaid Forward Transaction, dated as of November 27, 2024 (as amended and restated, the “Forward Purchase Agreement”).

The Letter Agreement provided for sales of the Company’s Class A ordinary shares held by Sandia issued pursuant to the Forward Purchase Agreement to offset the Company’s payment obligations to Sandia under the Forward Purchase Agreement at a sales price not lower than $1.05 per share continuing through December 31, 2025 (the “Designated Period”), among other things. Amendment No. 1 extends the Designated Period to January 9, 2026. All other terms and provisions of the Letter Agreement remain unchanged and in full force and effect.

The foregoing summary of Amendment No. 1 is qualified in its entirety by reference to the text of the document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to Letter Agreement, dated December 31, 2025, by and between Aeries Technology, Inc. and Sandia Investment Management LP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: January 7, 2026	By:	/s/ Daniel S. Webb
		Daniel S. Webb
		Chief Financial Officer

2

FAQ

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

Aeries Technology, Inc. disclosed that it entered into Amendment No. 1 to a prior Letter Agreement with Sandia Investment Management LP, extending the period during which Sandia may sell Class A ordinary shares under a prepaid forward arrangement to offset Aeries’ payment obligations.

How does the amendment affect the AERT forward share sale period?

The amendment extends the “Designated Period” for sales of Aeries’ Class A ordinary shares held by Sandia to offset payment obligations under the Forward Purchase Agreement so that it now continues through January 9, 2026.

What minimum price applies to AERT shares sold under the Letter Agreement?

Under the Letter Agreement, sales of Aeries Technology’s Class A ordinary shares held by Sandia to offset the Company’s payment obligations must occur at a sales price of not lower than $1.05 per share.

Which shares are covered by the AERT Letter Agreement with Sandia?

The Letter Agreement covers Aeries Technology’s Class A ordinary shares held by Sandia that were issued pursuant to the Confirmation of OTC Equity Prepaid Forward Transaction and subsequent amendments, collectively referred to as the Forward Purchase Agreement.

Did Amendment No. 1 change any other terms for Aeries Technology (AERT)?

No. The amendment only extends the Designated Period to January 9, 2026; all other terms and provisions of the original Letter Agreement remain unchanged and in full force and effect.

Where can investors find the full text of the AERT amendment?

The full text of Amendment No. 1 to the Letter Agreement between Aeries Technology, Inc. and Sandia Investment Management LP is filed as Exhibit 10.1 and is incorporated by reference.