Aeries Technology, Inc. (AERTW) SEC Filings

Aeries Technology, Inc. reported stronger quarterly results for the three months ended June 30, 2026. Revenue was $21.9 million, up from $15.3 million a year earlier, with net income of $2.2 million versus $1.7 million. Operating cash flow improved to $4.8 million, lifting cash and cash equivalents to $6.1 million as of June 30, 2026. Gross profit rose to $6.4 million and income from operations to $3.4 million.

The balance sheet remains highly leveraged: total liabilities of $43.1 million exceed assets, leaving total shareholders’ deficit at $(2.6) million. The company continues to carry a $4.1 million forward purchase agreement put option liability and derivative warrant liabilities. Management discloses substantial doubt about the ability to continue as a going concern, citing obligations under FPAs, credit risk and reliance on additional financing and waivers.

During the quarter Aeries effected a 1‑for‑8 share consolidation, reducing outstanding Class A ordinary shares from about 45.9 million to 5.7 million and helping regain compliance with Nasdaq’s minimum bid price rule; the company is now under a one‑year mandatory panel monitor. A significant customer issued a non‑renewal notice effective June 30, 2026, expected to reduce annual revenue by about $5.7 million, partially offset by a $2.7 million success fee. Management is pursuing cost cuts, liquidity actions and potential new financing to support operations.

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 CEO Bhisham Khare has updated his ownership disclosure, reporting beneficial ownership of 544,828 Class A Ordinary Shares, equal to 9.1% of the class under SEC beneficial ownership rules. This figure includes both currently held shares and rights to acquire additional shares.

The amount reflects 106,398 Class A Ordinary Shares issuable under an Exchange Agreement tied to 59,110 shares of Aeries Technology Group Business Accelerators Private Limited held through the Aeries Employee Stock Option Trust, at an exchange ratio of 1.8 Aeries shares per ATG share. It also includes a Stock Option, granted on May 28, 2026, exercisable for 125,000 Class A Ordinary Shares at an exercise price of $5.984 per share, which vested on the grant date.

The 9.1% ownership percentage is calculated based on 5,739,349 Class A Ordinary Shares outstanding as of June 12, 2026, plus the additional shares Khare has the right to acquire through the exchange rights and the vested stock option. The filing notes that there were no reportable share transactions by Khare during the period covered.

Aeries Technology, Inc. reported that Chief Executive Officer Bhisham Khare received a grant of stock options. The award covers 125,000 options to buy Class A Ordinary Shares at an exercise price of $5.984 per share, with an expiration date of May 28, 2036.

The options were granted on May 28, 2026 as a compensation-related award, not an open-market purchase. A footnote explains the grant was made before a 1-for-8 share consolidation effective June 12, 2026, and the option amount and exercise price shown are adjusted for that consolidation.

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. outlines its GCC-focused consulting business while disclosing substantial doubt about its ability to continue as a going concern. As of March 31, 2026, shareholders’ equity showed a $3.0 million deficit and working capital was negative $6.8 million.

The company faces up to $4.3 million in obligations under Forward Purchase Agreements and $4.4 million of short-term borrowings. Non-renewals from significant customers are expected to cut annual revenue by about $9.7 million, partially offset by one-time buyout payments totaling $4.3 million.

Aeries reported $4.9 million in cash, net operating cash inflow of $6.8 million, and net profit of $3.5 million for the year ended March 31, 2026, but warns that failure to secure new funding or restructure liabilities could force asset sales and potential loss of investor capital.

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.