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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): October 30, 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 in multiples of eight to purchase one Class A ordinary share for $92.00 per share |
|
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. |
As previously disclosed, on August 3, 2026,
Aeries Technology, Inc. (the “Company”) entered into a letter agreement with Sea Otter Trading, LLC (“Sea
Otter” and such agreement, the “Letter Agreement”) to amend the settlement terms of the maturity consideration
payable under that certain Confirmation of OTC Equity Prepaid Forward Transaction, dated as of November 3, 2023, by and between the
Company and Sea Otter, as amended by that certain Forward Purchase Agreement Confirmation Amendment, dated as of November 3, 2023
(as amended, the “Forward Purchase Agreement”). Under the Letter Agreement, the Company agreed to satisfy the
outstanding payment obligation through an initial cash payment of $100,000, followed by monthly principal payments of $75,000
commencing September 15, 2026, with interest accruing at 7.5% per annum on the outstanding balance. As security for the outstanding
obligation, the Company issued 145,183 Class A ordinary shares to Sea Otter as collateral.
On October 30, 2026, the Company entered into
a settlement agreement (the “Settlement Agreement”) with Sea Otter relating to its outstanding obligations under the Forward
Purchase Agreement and Letter Agreement. Under the Settlement Agreement, the Company agreed to pay $911,461 through an escrow arrangement
in exchange for the return of all 145,183 Class A ordinary shares held by Sea Otter as collateral. Upon completion of the share transfer
and release of the settlement payment to Sea Otter, mutual general releases will become effective and the prior transaction agreements,
including the Letter Agreement, will terminate, subject to surviving provisions.
The foregoing
summary of the Settlement Agreement 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. |
| Exhibit
No. |
|
Description |
| 10.1 |
|
Settlement Agreement, dated October 30, 2026, between Aeries Technology, Inc. and Sea Otter Trading, LLC |
| 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. |
| |
|
| Date: November 5, 2026 |
By: |
/s/ Bhisham (Ajay) Khare |
| |
|
Bhisham (Ajay) Khare |
| |
|
Chief Executive Officer and Director |
