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Aeries Technology, Inc. filed a prospectus supplement under Rule 424(b)(3) covering (A) up to 10,566,347 Class A ordinary shares issuable upon exchange rights and up to 21,027,801 Class A ordinary shares issuable upon exercise of warrants, and (B) the resale from time to time by the selling securityholders of up to 53,805,874 Class A ordinary shares and up to 9,527,810 Private Placement Warrants. The securities are offered by the selling securityholders.
The supplement attaches Aeries’ Form 10-Q for the quarter ended September 30, 2025. For the quarter, revenue was $17,359 and net income was $642. For the six months, revenue was $32,688 with net income of $2,320. Cash and cash equivalents were $1,866 as of September 30, 2025. Total liabilities were $43,133 and total shareholders’ equity (deficit) was $(2,978). Shares outstanding were 48,853,810 Class A ordinary shares as of November 7, 2025.
AERT and AERTW trade on Nasdaq. On November 11, 2025, the Class A ordinary shares closed at $0.6276 and the warrants at $0.041. The filing includes risk disclosures, including a going concern discussion and the impact of a significant customer non-renewal that reduced annual revenue by approximately $4,000, with a $1,650 one-time buyout revenue recognized.
Aeries Technology (AERT) insider reported small same‑day trades on 11/10/2025. The filing shows an open‑market purchase of 1,111 Class A Ordinary Shares at $0.6388 and a sale of 10 shares at $0.6275.
Following these transactions, the reporting person beneficially owns 21,338,101 Class A Ordinary Shares (direct). The filing also lists 5,638,530 shares (indirect) by Innovo Consultancy DMCC. The reporting person is identified as a Director and 10% Owner.
The note states the transactions are matchable under Section 16(b). Because the sale price was less than the purchase price, it says no profit was realized and no amount is subject to disgorgement. The reporting person agreed to voluntarily disgorge any profits from matchable transactions within six months of the reported trades.
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 (AERT) reported a profit for the quarter ended September 30, 2025, reversing last year’s loss. Revenue was $17.359 million versus $16.873 million a year ago, while gross profit improved to $5.022 million. Operating expenses fell sharply, with selling, general and administrative costs at $3.037 million versus $7.670 million, driving income from operations of $1.985 million.
Net income attributable to shareholders was $0.241 million, or $0.01 per share, compared with a loss last year. For the six-month period, revenue was $32.688 million and net income attributable to shareholders was $1.755 million. Cash from operations totaled $2.394 million for the six months, though cash and equivalents were $1.866 million at period end. The shareholders’ equity deficit narrowed to $(2.905) million from $(5.804) million.
Management disclosed going concern risks, citing a significant customer non-renewal expected to reduce annual revenues by approximately $4.000 million, partly offset by a one-time buyout revenue of about $1.650 million. An ATM program was filed on October 1, 2025 and remains under SEC review with no sales to date. Potential immediate cash settlement of forward purchase agreement liabilities could pressure liquidity. As of November 7, 2025, there were 48,853,810 Class A shares outstanding.
Daniel S. Webb, who serves as CFO and CIO of Aeries Technology, Inc. (AERT), reported the sale of 50,000 Class A ordinary shares on 10/01/2025. The filing shows the sale was made under a Rule 10b5-1 trading plan adopted on March 14, 2025, and the weighted average price for the shares sold was $0.648, with individual trade prices ranging from $0.6159 to $0.68285. After the transaction Mr. Webb beneficially owned 1,012,966 shares, reported as direct ownership. The Form 4 is signed and dated 10/03/2025, and the filer confirms availability of detailed trade-by-price information upon request.
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. filed a shelf registration on Form S-3 to offer up to $100,000,000 of various securities and an at-the-market facility to sell up to $4,485,000 of Class A ordinary shares under a Sales Agreement dated October 1, 2025 with Roth Capital Partners, LLC as sales agent. The filing lists potential offerings including Class A ordinary shares, preference shares, multiple types of debt, warrants and units, and describes typical warrant terms and indenture assumptions in certain corporate transactions. The company discloses risks that could affect operations and liquidity, including concerns about its ability to continue as a going concern, dependence on Nasdaq listing and market liquidity, financing needs, cybersecurity and AI-related risks, and general macroeconomic and geopolitical uncertainties. The base share count used for pro forma calculations is 48,353,810 Class A ordinary shares outstanding as of October 1, 2025. The filing also lists executive officers and directors by name.
Aeries Technology insider conversion increases Class A holdings. On 09/22/2025 the reporting person, who is both Chief Executive Officer and a Director, exercised exchange rights to convert 59,110 Aeries Shares into 851,184 Class A Ordinary Shares at an exchange rate of 14.40 Class A Shares per Aeries Share. After the exchange, the reporting person beneficially owned 2,507,440 Class A Ordinary Shares. The Form 4 also discloses related put and call exchange rights and that certain Aeries Shares held by an ESOP Trust are considered in the reporting person’s beneficial ownership assumptions.
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.
Insider grant and immediate vesting: Nina B. Shapiro, a director of Aeries Technology, Inc. (AERT), was granted 125,000 restricted stock units on September 9, 2025, that convert one-for-one into Class A ordinary shares and vested in full on the grant date. The transaction was reported on a Form 4 filed September 11, 2025, and shows Ms. Shapiro directly beneficially owns 125,000 Class A ordinary shares following the grant. The RSUs carried no purchase price to Ms. Shapiro per the filing.