AERT Schedule 13D/A: Khare Owns 3.36M Shares; 810k Withheld for Taxes

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13D reports that Bhisham Khare, Chief Executive Officer of Aeries Technology, Inc. (AERT), beneficially owns 3,358,624 Class A Ordinary Shares, representing 6.9% of the outstanding Class A shares based on 47,152,626 shares outstanding. The filing reflects an exchange agreement that caused Mr. Khare to be deemed to beneficially own up to 1,701,941 Class A Ordinary Shares, including shares attributable to ATG shares held by an ESOP Trust for which he is a beneficiary.

The amendment discloses that the issuer withheld 810,003 Class A Ordinary Shares on March 10, 2025, and 5,101 shares on February 26, 2025, to cover Mr. Khare's tax liabilities upon settlement of 2,471,360 RSUs that vested and were settled between August 15, 2024 and March 15, 2025. The filing states that the reporting person did not pay cash for the reported shares aside from the tax-withholding events and that the source of funds is marked "OO."

Positive

• Significant insider ownership: CEO beneficially owns 3,358,624 Class A Ordinary Shares (~6.9%), indicating material insider alignment with shareholders.
• Transparent disclosure of equity mechanics: Filing explains inclusion of exchangeable ATG shares and ESOP-held shares in ownership calculation.

Negative

• Ownership reduction due to tax withholding: Issuer withheld 810,003 shares (and 5,101 earlier) to cover tax liabilities, decreasing the reporting persons percentage ownership by more than 1%.
• Potential dilution mechanics: The beneficial ownership calculation relies on assumed distribution from the ESOP Trust, which affects the reported stake and may be sensitive to future ESOP actions.

Insights

Securities Analyst

TL;DR: CEO holds a meaningful ~6.9% stake; ownership slightly reduced by tax-withholding of RSU settlements.

The filing documents that Bhisham Khare is a significant insider holder with 3,358,624 Class A Ordinary Shares beneficially owned, equating to 6.9% of outstanding Class A shares. The position includes shares issuable under an exchange agreement and shares attributable via the ESOP Trust. The material change disclosed is the withholding of 810,003 shares (plus 5,101 earlier) to satisfy tax obligations arising from settlement of 2,471,360 RSUs. This withholding reduced his percentage ownership by more than one percent, which is the primary adjustment reported in Amendment No. 2. The disclosure clarifies source-of-funds coding as "OO" and confirms no cash was paid for the reported shares aside from tax-related withholdings.

Corporate Governance Expert

TL;DR: Insider ownership structure detailed; ESOP and exchange mechanics materially affect reported beneficial ownership.

The amendment highlights the interplay between an exchange agreement and ESOP-held ATG shares in calculating beneficial ownership. It explicitly assumes distribution of ESOP-held ATG shares to the reporting person prior to exchange, increasing his deemed holdings. The filing also documents grant and settlement timing for 2,471,360 RSUs and the companys tax-withholding actions which directly altered the reporting percentage. These disclosures are procedural but material to accurately reflect insider alignment and dilution effects from RSU settlements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Aeries Technology, Inc.

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G0136H102

(CUSIP Number)

Bhisham Khare
c/o Aeries Technology, Inc., 60 Paya Lebar Road, #08-13,
Paya Lebar Square, U0, 409051
(919) 228-6404

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/10/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G0136H102

1

Name of reporting person

Bhisham Khare

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,358,624.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,358,624.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,358,624.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 7 and 9: Includes (i) the right to acquire up to 1,702,368 Class A ordinary shares (the "Class A Ordinary Shares") of Aeries Technology, Inc. (the "Issuer") pursuant to that certain Exchange Agreement (the "Exchange Agreement") (see Item 6), of which 851,184 Class A Ordinary Shares are issuable pursuant to the exercise of exchange rights by the Aeries Employee Stock Option Trust ("ESOP Trust"), for which the reporting person is a beneficiary, and assumes distribution of the underlying shares by the ESOP Trust to the reporting person prior to an exchange for Class A Ordinary Shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, $0.0001 par value
(b)	Name of Issuer: Aeries Technology, Inc.
(c)	Address of Issuer's Principal Executive Offices: 60 Paya Lebar Road, #08-13, Paya Lebar Square, SINGAPORE , 409051.
Item 1 Comment: This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the Schedule 13D filed by Bhisham Khare (the "Reporting Person") on June 20, 2024 (as amended by Amendment No. 1, filed on June 25, 2024, the "Schedule 13D"). This Amendment No. 2 is being filed to (i) amend and supplement the information disclosed under the corresponding Items of the Schedule 13D as described below and (ii) report that the percentage of outstanding Class A Ordinary Shares that the Reporting Person may be deemed to beneficially own decreased by more than one percent (1%) as a result of the Issuer withholding 810,003 Class A Ordinary Shares that were beneficially owned by the Reporting Person in connection with the Company covering tax liability of the Reporting Person upon the settlement of restricted stock units ("RSUs"). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	Bhisham (Ajay) Khare
(b)	The principal business address of Mr. Khare is 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore.
(c)	Mr. Khare's principal occupation is Chief Executive Officer of the Issuer.
(d)	No
(e)	No
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	As further described in Item 6, Mr. Khare has a right under an exchange agreement with the Issuer to exchange up to 100% of his 118,220 Class A ordinary shares ("ATG Shares") of Aeries Technology Group Business Accelerators Private Limited ("ATG") for 14.40 Class A Ordinary Shares per ATG Share on and after April 1, 2024, subject to certain exercise conditions. On March 26, 2024, the Issuer determined that such exercise conditions had been met. As such, Mr. Khare is deemed to have beneficial ownership of 1,701,941 Class A Ordinary Shares. 850,971 of such Class A Ordinary Shares are issuable pursuant to the exercise of exchange rights under such exchange agreement with respect to the 59,110 ATG Shares held by the Aeries Employee Stock Option Trust ("ESOP Trust"), for which the Reporting Person is a beneficiary. This Schedule 13D assumes distribution of such ATG Shares by the ESOP Trust to the Reporting Person prior to an exchange for Class A Ordinary Shares. The Class A Ordinary Shares are entitled to one vote per share. Additionally, on May 22, 2024, the Issuer's Compensation Committee of the Board of Directors approved the grant of 2,471,360 RSUs which vested on the grant date and settled in a series of installments between August 15, 2024 and March 15, 2025 to Mr. Khare, in connection with his services to the Issuer and its subsidiaries. In connection with the settlement of such RSUs, the Issuer withheld 5,101 and 810,003 Class A Ordinary Shares beneficially owned by the Reporting Person on February 26, 2025 and March 10, 2025, respectively, to cover tax liability of the Reporting Person upon the settlement of such RSUs. Except as described in this Item 3, the Reporting Person did not pay any cash or other consideration for the shares reported on this Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Calculation of the percentage of beneficial ownership is based on a total of 47,152,626 shares of the Issuer's Class A Ordinary Shares outstanding as of the date of this report, based on information provided by the Issuer. The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by the Reporting Person and the number of shares as to which there is sole power to vote or to direct the vote, shares power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of, and the footnotes included on, the cover pages of this Schedule 13D, all of which are incorporated herein by reference.
(b)	3,358,624
(c)	None
(d)	N/A
(e)	N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bhisham Khare

Signature:	/s/ Bhisham Khare
Name/Title:	Bhisham Khare/Chief Executive Officer
Date:	09/10/2025

FAQ

How many Class A shares does Bhisham Khare beneficially own according to this filing (AERT)?

The filing reports 3,358,624 Class A Ordinary Shares beneficially owned by Bhisham Khare, representing 6.9% of Class A shares outstanding.

Why did Mr. Khare's percentage ownership change in Amendment No. 2?

The percentage decreased by more than 1% because the issuer withheld 810,003 Class A Ordinary Shares (and previously 5,101 shares) to cover tax liabilities upon settlement of RSUs.

What equity awards and exchange rights are included in the ownership calculation?

The calculation includes exchange rights for up to 1,701,941 Class A Ordinary Shares under an Exchange Agreement (including 850,971 shares attributable to ATG shares held by the ESOP Trust) and 2,471,360 RSUs that vested and settled.

Did the reporting person pay cash to acquire the shares reported?

Except for the companys withholding of shares to cover tax liabilities on RSU settlements, the filing states the reporting person did not pay any cash or other consideration for the shares reported.

What is the total number of Class A Ordinary Shares outstanding used to compute percentage ownership?

The filing bases the percentage on 47,152,626 Class A Ordinary Shares outstanding, per information provided by the issuer.