Aeries Technology 8-K Filings

Aeries Technology, Inc. entered into a Letter Agreement with Sea Otter Trading, LLC to restructure the $1,141,461.00 Maturity Consideration owed under an OTC Equity Prepaid Forward Transaction. The obligation, defined as the Payment Liability, will be satisfied through a mix of cash payments and Class A ordinary shares.

The company will make an initial cash payment of $100,000 and then pay $75,000 in monthly amortization installments starting September 15, 2026, until the Payment Liability is paid in full. Interest accrues on the outstanding balance at 7.5% per annum, calculated monthly without compounding and paid monthly.

As collateral, Aeries will issue 145,183 Class A ordinary shares to Sea Otter at their fair market value, with potential top-up issuances to keep the collateral’s market value equal to the remaining Payment Liability. Sea Otter generally may not dispose of these shares while payments are current, but permitted sales must be at or above $8.40 per share, with proceeds applied toward the liability as specified. The share issuance relies on the private-offering exemption in Section 4(a)(2) of the Securities Act of 1933.

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.

Aeries Technology, Inc. approved a one-for-eight share consolidation of its Class A ordinary shares to support compliance with the Nasdaq Capital Market’s minimum bid price requirement. The consolidation will be effective at 12:01 a.m. Eastern Time on June 12, 2026, after which the shares will trade on a split-adjusted basis under the same ticker, AERT, with a new CUSIP.

The consolidation will reduce issued and outstanding Class A ordinary shares from approximately 45,914,789 to approximately 5,739,349, while authorized Class A ordinary shares will decrease from 500,000,000 at par value $0.0001 to 62,500,000 at par value $0.0008. Fractional shares will not be issued and will instead be rounded up to the next whole share. Shareholders do not need to take action; positions held in street name or book-entry form will be automatically adjusted, and physical holders will receive instructions from the transfer agent. Existing equity awards and related share and per-share data in financial statements will be proportionately adjusted to reflect the new share structure.

Aeries Technology reported fiscal year 2026 revenue of $70.0 million, essentially flat year over year, but delivered a sharp profitability turnaround. Net income improved to $3.5 million from a loss of $21.6 million, helped by a major reduction in selling, general and administrative expenses.

Adjusted EBITDA rose to $8.3 million, with Adjusted EBITDA margin expanding to 11.9% from negative 6.6% in fiscal 2025. Operating cash flow was $6.8 million, marking a fourth consecutive quarter of positive operating cash generation, and cash and equivalents increased to $4.9 million. The company reiterated its fiscal 2027 outlook and highlighted ongoing GCC-led growth, AI-enabled automation initiatives and expanded delivery in Mexico.

Aeries Technology, Inc. reported that on March 31, 2026 it received a formal notice from Nasdaq staff that its continued non-compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) could result in delisting of its securities from the Nasdaq Capital Market.

The company plans to request a hearing before the Nasdaq Hearings Panel, which would temporarily stay further Nasdaq action while the Panel reviews the case. A previous grace period to regain compliance, granted after a September 30, 2025 deficiency notice, expired on March 30, 2026 without the company restoring its bid price to required levels.

Aeries is not eligible for an additional 180‑day grace period because it does not meet the minimum stockholders’ equity requirement for initial listing on the Nasdaq Capital Market. The company states it is considering all available options but notes there is no assurance the Panel will allow its listing to continue or that it will meet listing standards within any extension granted.

Aeries Technology, Inc. reported leadership changes focused on technology and finance oversight. On March 26, 2026, Chief Technology Officer Unnikrishnan (Unni) Balakrishnan Nambiar resigned from the CTO role effective March 31, 2026 to take a leadership position at the company’s wholly owned Indian subsidiary.

On the same date, the Board appointed Bhisham (Ajay) Khare, currently Chief Executive Officer, Principal Financial Officer and Director, to also serve as Principal Accounting Officer, effective March 31, 2026. The company states he entered into no new material agreement for this role and discloses no related-party or family relationships requiring additional reporting.

Aeries Technology, Inc. announced a chief financial officer transition. Daniel S. Webb agreed to resign as Chief Financial Officer and Chief Investment Officer effective March 30, 2026, with the company stating the departure is by mutual agreement and not due to any disagreement over operations, policies, or practices.

Under a Separation Agreement, Mr. Webb will receive severance equal to 12 months of his annual base salary paid over 12 months and an additional $265,000 paid over six months, subject to a release of claims and other conditions. He also relinquishes all rights to any company equity or equity-based awards. After a seven-day revocation period, benefits become effective.

Effective March 31, 2026, the Board appointed Chief Executive Officer and Director Bhisham (Ajay) Khare as Principal Financial Officer, adding financial oversight to his existing leadership roles. The company states he entered into no new material compensation arrangements in connection with this appointment and discloses no related-party transactions or family relationships.

Aeries Technology, Inc. reported results from its 2026 Annual General Meeting, where shareholders approved all five resolutions, including the election of four directors and ratification of Manohar Chowdhry & Associates as auditor for the fiscal year ended March 31, 2026.

Shareholders also approved share consolidation resolutions authorizing a potential reverse split of Class A ordinary shares at a ratio of up to one-for-ten. The company stated it does not intend to implement a share consolidation in the near term, while the Board retains authority to do so before the next annual meeting.

The company highlighted continued focus on operational performance and referenced a $5.0 million Class A share repurchase program authorized on March 2, 2026, to be used from time to time at management’s discretion.

Aeries Technology, Inc. announced that its Board of Directors has authorized a share repurchase program for up to $5.0 million of its outstanding Class A ordinary shares over a twelve‑month period.

Repurchases may occur at management’s discretion through open market purchases, privately negotiated transactions, accelerated share repurchase programs, or other legally permissible methods. The program does not require the company to buy a specific number of shares and can be suspended, modified, or discontinued at any time. The Board states this authorization reflects confidence in Aeries’ strategy, operating trajectory, and long‑term growth opportunities, and views it as a flexible tool for capital allocation and supporting long‑term shareholder value.

Aeries Technology, Inc. reported third quarter fiscal 2026 results for the period ended December 31, 2025 and raised its profit outlook. Revenue for the quarter was $17.46 million, slightly below $17.61 million a year earlier, while net income attributable to shareholders was $1.08 million, or $0.02 per share.

Adjusted EBITDA for the quarter improved to $2.46 million, with a 14.1% adjusted EBITDA margin, compared with negative $2.04 million and an (11.6%) margin a year ago. For the first nine months, operating cash flow was $4.76 million, marking a third consecutive quarter of positive operating cash generation.

Based on year-to-date performance, Aeries increased its full-year fiscal 2026 adjusted EBITDA guidance to $7–8 million, versus prior guidance of $6–8 million, and issued a fiscal 2027 outlook for revenue of $80–84 million and adjusted EBITDA of $10–12 million, citing margin expansion, operating leverage, and momentum in Global Capability Center engagements.

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.

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.

Aeries Technology, Inc. furnished a press release with financial results for the quarter ended September 30, 2025. The release is attached as Exhibit 99.1 and is incorporated by reference. The company also filed its Form 10-Q for the same period on November 10, 2025. The information under Item 2.02 and Exhibit 99.1 is being furnished and not deemed “filed” under the Exchange Act.

Aeries Technology, Inc. reported that it received a Nasdaq notice on September 30, 2025 stating its Class A ordinary shares failed to meet the minimum $1.00 per share closing bid price for 30 consecutive business days, from August 15 to September 26, 2025. The shares remain listed on The Nasdaq Capital Market for now.

The company has 180 calendar days, until March 30, 2026, to regain compliance by having its shares close at or above $1.00 for at least 10 consecutive business days. If it meets other Nasdaq listing standards, it may qualify for an additional 180-day period and could use a reverse stock split to cure the deficiency. If it cannot regain compliance, its securities may be subject to delisting, although the company would have the right to appeal any delisting determination. Aeries plans to monitor its share price and may evaluate options, including a possible reverse stock split.

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.

Aeries Technology, Inc. furnished a press release reporting its financial results for the quarter ended June 30, 2025, and attached that release as Exhibit 99.1 to this Current Report. The company also indicates it filed its quarterly report for the same period. The filing clarifies that the press release and related exhibit are being furnished, not filed, and therefore are not subject to Section 18 liability or automatically incorporated by reference into other securities filings.

The registrant lists its principal executive office in Singapore, registers its Class A ordinary shares under AERT and redeemable warrants under AERTW on the Nasdaq Capital Market, and indicates it qualifies as an emerging growth company.

Aeries Technology, Inc. (Nasdaq: AERT) filed a Form 8-K dated July 2 2025 under Item 2.02 to furnish its fiscal-year-end (March 31 2025) financial results. The actual numbers were released through an accompanying press release (Exhibit 99.1) and are not included in the body of this filing. Management also noted that the company’s Annual Report for FY-2025 was filed the same day.

Because the 8-K merely makes the press release part of the public record and explicitly states that the information is being “furnished, not filed,” it carries no direct financial metrics or forward-looking statements that can be analyzed. The document is therefore of limited analytical value on its own, but confirms the timing of results disclosure and compliance with SEC reporting deadlines.

Form 8-K – Item 5.02: Aeries Technology (Nasdaq: AERT) reported that Director Ramesh Venkataraman notified the Board on 18 June 2025 of his intention to resign, effective 30 June 2025. His resignation will also end his service on the Board’s Nominating and Corporate Governance Committee.

Mr. Venkataraman will transition to become chairperson of the company’s independent advisory board, allowing the firm to retain his expertise. The filing explicitly states that the departure does not stem from any disagreement regarding the company’s operations, policies, or practices. No other executive changes, financial results, or strategic actions were disclosed in this filing.