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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): December 31, 2025
Aeries Technology, Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40920 | 98-1587626 | ||
|
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) |
|
60 Paya Lebar Road, #08-13 Paya Lebar Square |
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 December 31, 2025, Aeries Technology, Inc. (“Aeries” or the “Company”) entered into Amendment No. 1 (“Amendment No. 1”) to the Letter Agreement, dated September 16, 2025 (the “Letter Agreement”), by and between the Company and 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 provided for sales of the Company’s Class A ordinary shares held by Sandia issued pursuant to the Forward Purchase Agreement 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”), among other things. Amendment No. 1 extends the Designated Period to January 9, 2026. All other terms and provisions of the Letter Agreement remain unchanged and in full force and effect.
The foregoing summary of Amendment No. 1 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 | Amendment No. 1 to Letter Agreement, dated December 31, 2025, by and between Aeries Technology, Inc. and Sandia Investment Management LP | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 7, 2026 | By: | /s/ Daniel S. Webb |
| Daniel S. Webb | ||
| Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT NO. 1 TO LETTER AGREEMENT
Dated: December 31, 2025
This Amendment No. 1 (this “Amendment”) to the Letter Agreement is entered into by and between the parties to that certain Letter Agreement dated September 16, 2025 (the “Letter Agreement”).
| 1. | Extension of Designated Period: Notwithstanding anything to the contrary contained in the Letter Agreement, the parties hereby agree that the “Designated Period” is extended and shall expire on January 9, 2026. |
| 2. | No Other Amendments: Except as expressly set forth in this Amendment, all terms and provisions of the Letter Agreement shall remain unchanged and in full force and effect. |
| 3. | Effect of Amendment: This Amendment shall be deemed to form a part of, and be read together with, the Letter Agreement, and any reference to the Letter Agreement therein shall mean the Letter Agreement as amended by this Amendment. |
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date first written above.
AERIES TECHNOLOGY, INC.
| By: | /s/ Bhisham Khare | |
| Name: | Bhisham Khare | |
| Title: | Director and CEO |
SANDIA INVESTMENT MANAGEMENT LP
| By: | /s/ Tom Cagna | |
| Name: | Tom Cagna | |
| Title: | COO, CFO & CCO |