Aeries Technology (AERT) Files 8-K: Material Agreement, Equity Sales

TL;DR

AERT filed an 8-K on April 12th detailing a material agreement and equity sales from April 8th.

AI Summary

Aeries Technology, Inc. (AERT) filed an 8-K on April 12, 2024, reporting on events that occurred on April 8, 2024. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. It also includes financial statements and exhibits. The company was formerly known as Worldwide Webb Acquisition Corp. and changed its name on March 24, 2021.

Why It Matters

This 8-K filing signals significant corporate activity for Aeries Technology, including a new material agreement and the sale of equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks related to disclosure and shareholder impact.

Key Players & Entities

• Aeries Technology, Inc. (company) — Registrant
• Worldwide Webb Acquisition Corp. (company) — Former name of registrant
• April 8, 2024 (date) — Earliest event reported
• April 12, 2024 (date) — Filing date
• March 24, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ed Class A ordinary shares, par value $0.0001 per share AERT Nasdaq Capital Marke
• $11.50 — ordinary share at an exercise price of $11.50 AERTW Nasdaq Capital Market Indic
• $2.21 — e (the "Shares") at a purchase price of $2.21 per share (the "Private Placement"); pr
• $4.75 million — o use the net proceeds of approximately $4.75 million from the Private Placement, following a

Filing Documents

• aeriestechnology_8k.htm (8-K) — 51KB
• aeriestechnology_ex10-1.htm (EX-10.1) — 242KB
• aeriestechnology_ex99-1.htm (EX-99.1) — 4KB
• 0001829126-24-002425.txt ( ) — 548KB
• aert-20240408.xsd (EX-101.SCH) — 4KB
• aert-20240408_def.xml (EX-101.DEF) — 26KB
• aert-20240408_lab.xml (EX-101.LAB) — 36KB
• aert-20240408_pre.xml (EX-101.PRE) — 25KB
• aeriestechnology_8k_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 Aeries Technology, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-40920 98-1587626 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification Number) 60 Paya Lebar Road , #08-13 Paya Lebar Square Singapore 409051 (Address of principal executive offices) (Zip Code) (919) 228-6404 (Registrant's telephone number, including area code) 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 to the registrant under any of the following provisions: 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 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 April 8, 2024, Aeries Technology, Inc. (the "Company") entered into a Share Subscription Agreement (the "Agreement") with an institutional accredited investor named in the Agreement (the "Investor"). Pursuant to the Agreement, the Company agreed to sell an aggregate of 2,261,778 newly issued Class A ordinary shares of the Company, $0.0001 par value per share (the "Shares") at a purchase price of $2.21 per share (the "Private Placement"); provided, that to the extent that the Investor determines, in its sole discretion, that the Investor (together with the Investor's affiliates, and any person acting as a group together with the Investor or any of the Investor's affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below), then, at the election of the Investor, the Investor may require the Company to delay issuance and delivery of a portion of the Shares until later dates upon the Investor's written notification and subject to the Beneficial Ownership Limitation the Investor has elected. The "Beneficial Ownership Limitation" shall be 4.99% (or, at the election of the Investor at the closing, 9.99%) of the number of Class A ordinary shares outstanding immediately after giving effect to the issuance of the Shares. The Agreement contains customary representations, warranties and covenants of the parties, and the closing was subject to customary closing conditions. The Company intends to use the net proceeds of approximately $4.75 million from the Private Placement, following a deduction of a 5% commission paid to a placement agent, for general corporate and working capital purposes. The foregoing description of the Agreement is a summary and is qualified in its entirety by reference to the form of the Agreement filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated herein by reference. Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The issuance of the Shares to the Investor pursuant to the Agreement has been conducted in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that the Investor is an accredited investor and the Company did not engage in any general solicitation in connection with such offer and sale. Item 7.01 Regulation FD Disclosure. On April 12, 2024, the Company issued a press release regarding the Private Placement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference in this Item 7.01. The information disclosed under this Item 7.

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View this 8-K filing on SEC EDGAR