Aeries Technology (NASDAQ: AERT) resets Sandia forward liability with 15% interest

Rhea-AI Filing Summary

Aeries Technology entered into Amendment No. 2 to a prior letter agreement with Sandia Investment Management related to an existing OTC equity prepaid forward transaction. The amendment confirms an outstanding amount of $1,812,063.23 owed to Sandia and sets new repayment and interest terms.

The outstanding amount will accrue interest at 15% per year, calculated monthly, with monthly interest payments beginning in January 2026. Principal amortization starts with a $100,000 payment on March 31, 2026, followed by monthly payments of $75,000, alongside a corresponding return of Class A ordinary shares valued at $1.00 per share.

Proceeds from Sandia’s sales of Class A ordinary shares, up to $1.05 per share, will reduce the outstanding amount. The amendment also extends the designated period during which such share sales and related mechanics apply until the outstanding amount is fully repaid, unless ended earlier under the agreement.

Insights

Capital structure and special situations analyst

Aeries restructures a Sandia forward liability with 15% interest and staged amortization.

The amendment confirms Aeries owes Sandia $1,812,063.23 under an equity prepaid forward arrangement and now pays 15% annual interest, calculated monthly. Principal starts amortizing with a $100,000 payment on March 31, 2026, then $75,000 monthly thereafter, tightening near-term cash commitments.

Proceeds from Sandia’s sell-down of Class A ordinary shares, up to $1.05 per share, reduce the outstanding amount, and shares may be returned to Aeries at $1.00 per share as cash is paid. The designated period for these mechanics is extended until the liability is fully repaid, so actual impact will depend on future share prices and Sandia’s selling activity.

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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): January 22, 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. ☐

Item 1.01. Entry Into A Material Definitive Agreement.

On January 22, 2026, Aeries Technology, Inc. (“Aeries” or the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to the Letter Agreement, dated September 16, 2025 (as amended, 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 primarily (1) provides for sales of Class A ordinary shares held by Sandia issued pursuant to the Forward Purchase Agreement (the “FPA Shares”) 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”), (2) provides for the issuance and registration of additional Class A ordinary shares (the “Additional Shares”) to Sandia in an amount equal to (a) the result of dividing (i) the remaining liability at the end of the Designated Period by (ii) the greater of (x) the 30-day volume-weighted average price per Class A ordinary share on the Nasdaq Capital Market for the 30 trading days immediately preceding the expiration of the Designated Period or (y) $1.00 per share, minus (b) the number of remaining FPA Shares held by Sandia at the end of the Designated Period, provided that the total number of the Additional Shares issued shall not be less than 500,000 Class A ordinary shares, and (3) clarifies the Company’s payment obligations under the Forward Purchase Agreement in the case of a Change in Control (as defined in the Letter Agreement) or the delisting of the Company’s Class A ordinary shares from the Nasdaq Capital Market.

Amendment No. 2 primarily (1) acknowledges that, as of the date of Amendment No. 2, the outstanding amount payable by the Company to Sandia under the Letter Agreement is $1,812,063.23 (the “Outstanding Amount”), subject to reduction pursuant to sell-downs of Class A ordinary shares in accordance with the Letter Agreement, (2) authorizes the amortization of the Outstanding Amount starting with an initial amortization payment of $100,000 on March 31, 2026 and then monthly amortization payments of $75,000 starting in April 2026 (with a corresponding return of Class A ordinary shares, valued at $1.00 per share, to the Company to the extent Sandia receives such payment), (3) provides for the accrual of interest at a rate of 15% per annum, calculated monthly, on the Outstanding Amount, with monthly interest payments starting in January 2026, (4) provides for the proceeds received by Sandia from the sell-down of Class A ordinary shares in accordance with the Letter Agreement, up to $1.05 per share, to be applied as a reduction of the Outstanding Amount, and (5) extends the Designated Period until the date on which the Outstanding Amount has been paid in full, unless earlier terminated in accordance with the Letter Agreement.

The foregoing summary of Amendment No. 2 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. 2 to Letter Agreement, dated January 22, 2026, 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 28, 2026	By:	/s/ Daniel S. Webb
		Daniel S. Webb
		Chief Financial Officer

2

FAQ

What agreement did Aeries Technology (AERT) amend with Sandia Investment Management?

Aeries Technology amended a letter agreement with Sandia Investment Management tied to an OTC equity prepaid forward transaction. The change, documented as Amendment No. 2, updates repayment, interest, and share-sale mechanics connected to the existing Forward Purchase Agreement liability.

How much does Aeries Technology (AERT) currently owe Sandia under the amended agreement?

The amendment states that Aeries owes Sandia an outstanding amount of $1,812,063.23. This balance may be reduced over time through scheduled cash amortization payments and by applying proceeds from Sandia’s sales of Aeries Class A ordinary shares as described in the agreement.

What interest rate applies to Aeries Technology’s (AERT) outstanding amount to Sandia?

The outstanding amount to Sandia accrues interest at 15% per annum, calculated monthly. Monthly interest payments begin in January 2026, adding an ongoing financing cost on top of the scheduled principal amortization payments defined in Amendment No. 2.

When do principal amortization payments to Sandia begin for Aeries Technology (AERT)?

Principal amortization begins with an initial payment of $100,000 on March 31, 2026. After that, Aeries is required to make monthly amortization payments of $75,000, with a corresponding return of Class A ordinary shares valued at $1.00 per share where applicable.

How do Sandia’s share sales affect Aeries Technology’s (AERT) outstanding liability?

Proceeds Sandia receives from selling Aeries Class A ordinary shares, at prices up to $1.05 per share, are applied to reduce the outstanding amount. This structure allows liability reduction through market-based share sell-downs rather than cash payments alone.

How long does the designated period under Aeries Technology’s (AERT) agreement with Sandia now last?

The amendment extends the designated period until the outstanding amount owed to Sandia has been paid in full. The period can still end earlier if terminated under the terms of the letter agreement, linking its duration directly to repayment progress.