Aeries Technology (AERT) revises Sandia equity forward and adds share issuance terms

Rhea-AI Filing Summary

Aeries Technology, Inc. entered into a new Letter Agreement with Sandia Investment Management that updates the terms of their existing OTC equity prepaid forward transaction. During a defined period through December 31, 2025, Sandia may sell Class A ordinary shares issued under the prior forward agreement at prices not below $1.05 per share to offset Aeries’ payment obligations.

The Letter Agreement also provides for issuing and registering additional Class A ordinary shares to Sandia based on a formula tied to the remaining liability at the end of the period, the 30‑day volume-weighted average share price or $1.00 per share, and the number of remaining forward shares, with a minimum of 500,000 additional shares. It further clarifies Aeries’ payment obligations if there is a Change in Control or if its shares are delisted from the Nasdaq Capital Market.

Insights

Capital structure and derivatives analyst

Aeries restructures a forward equity deal, linking liability reduction to share sales and potential new share issuance.

The Letter Agreement with Sandia Investment Management adjusts an existing OTC equity prepaid forward. Sandia can sell previously issued forward shares at or above $1.05 per share through December 31, 2025, with proceeds offsetting Aeries’ obligations under the forward arrangement.

The agreement contemplates issuing and registering additional Class A ordinary shares if liabilities remain after this period, using a formula based on the remaining liability, a 30‑day volume-weighted average price or $1.00, and any unsold forward shares, subject to a minimum of 500,000 new shares. This structure ties Aeries’ future share issuance to both its residual liability and trading prices, and clarifies how obligations would be handled if there is a Change in Control or a Nasdaq delisting.

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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): September 16, 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 September 16, 2025, Aeries Technology, Inc. (“Aeries” or the “Company”) entered into a Letter Agreement (the “Letter Agreement”) with 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.

The foregoing summary of the Letter 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.

(d) Exhibits

Exhibit No.		Description
10.1		Letter Agreement, dated September 16, 2025, 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: September 16, 2025	By:	/s/ Daniel S. Webb
		Daniel S. Webb
		Chief Financial Officer

2

FAQ

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

Aeries Technology entered into a Letter Agreement with Sandia Investment Management that updates an existing OTC equity prepaid forward transaction. It revises how Sandia’s share sales reduce Aeries’ payment obligations and defines conditions for issuing and registering additional Class A ordinary shares.

How will Sandia’s share sales affect Aeries Technology’s obligations under the forward agreement?

Sandia may sell Class A ordinary shares previously issued under the forward transaction at prices not below $1.05 per share during a designated period. The value of these sales will be used to offset Aeries Technology’s payment obligations to Sandia under the existing forward purchase arrangement.

What is the Designated Period mentioned in Aeries Technology’s 8-K filing?

The Designated Period runs through December 31, 2025, during which Sandia can sell forward-related Class A ordinary shares at or above $1.05 per share. These sales are structured to reduce Aeries Technology’s remaining liability under its forward purchase agreement with Sandia.

How are the Additional Shares to Sandia calculated in the AERT Letter Agreement?

Additional Shares equal the remaining liability at the end of the Designated Period divided by the greater of a 30‑day volume‑weighted average price or $1.00 per share, minus remaining forward shares. The number of Additional Shares issued cannot be less than 500,000 Class A ordinary shares.

What minimum number of new shares could Aeries Technology issue under this Sandia agreement?

The Letter Agreement specifies that the total number of Additional Shares issued to Sandia will not be less than 500,000 Class A ordinary shares. This minimum applies after applying the liability-based pricing formula and subtracting any remaining forward purchase agreement shares.

How does the Aeries Technology–Sandia Letter Agreement address Change in Control or delisting events?

The Letter Agreement clarifies Aeries Technology’s payment obligations under the forward purchase arrangement if there is a Change in Control, as defined in the agreement, or if its Class A ordinary shares are delisted from the Nasdaq Capital Market, providing specific treatment for these scenarios.