Aeries Technology Inc-A美股招股说明书(2025-08-12版)

This prospectus relates to the issuance by us of (i) up to 10,566,347 Class A ordinary shares, par value $0.0001 per share(“Class A ordinary shares” and such shares issued upon exchange, the “Exchanged Shares”), of Aeries Technology, Inc., a CaymanIslands exempted company (“Aeries,” “Aeries Technology,” the “Company,” “ATI” “we,” “our” or “us”), at an implied price of$10.10 per share, upon exchange (at the Exchange Rate, as defined herein) of shares of Aark Singapore Pte. Ltd., a Singapore privatecompany limited by shares (“AARK”), or Aeries Technology Group Business Accelerators Private Limited, an Indian private companylimited by shares (“ATG”), pursuant to the Exchange Agreements (as defined herein); and (ii) up to 21,027,801 Class A ordinaryshares issuable upon the exercise of the (a) 11,499,991 redeemable warrants (“Public Warrants”) to purchase Class A ordinary sharesthat were issued by Worldwide Webb Acquisition Corp. (“WWAC”) as part of the units at a price of $10.00 per unit in its initial publicoffering (the “IPO”) and (b) 9,527,810 redeemable warrants (the “Private Placement Warrants” and, together with the PublicWarrants, the “Warrants”) to purchase Class A ordinary shares originally issued to Worldwide Webb Acquisition Sponsor, LLC, aCayman Islands limited liability company (“Sponsor”), at a purchase price of $1.00 per warrant in a private placement that closedsimultaneously with the consummation of the IPO. Each Warrant is exercisable to purchase for $11.50 one Class A ordinary share,subject to adjustment. This prospectus also relates to the resale from time to time by the selling securityholders named herein or their permittedtransferees, donees, pledgees and other successors-in-interest (each, a “Selling Securityholder” and, collectively, the “SellingSecurityholders”), of (A) an aggregate of up to 53,805,874 Class A ordinary shares consisting of (i) up to 31,903,347 ExchangedShares; (ii) up to 12,374,717 Class A ordinary shares consisting of (a) 1,475,000 Class A ordinary shares originally issued to theSponsor in a private placement prior to the consummation of WWAC’s IPO at an effective price of approximately $0.004 per share; (b)887,634 Class A ordinary shares purchased by certain anchor investors in WWAC’s IPO from the Sponsor at a price of $0.005 pershare; (c) 516,003 Class A ordinary shares issued to certain third-parties (which were issued for no cash consideration but inconsideration for the Selling Securityholders entering into agreements not to redeem their Class A ordinary shares pursuant to certainnon-redemption agreements (“Non-Redemption Agreements”), dated on and around March31, 2023 and November3, 2023; (d)3,711,667 Class A ordinary shares issued to certain investors in a private placement pursuant to certain subscription agreements, datedon and around November5, 2023 and November 6, 2023 (“Subscription Agreements”) (which were issued for no net cashconsideration but in consideration for the Selling Securityholders entering into the forward purchase arrangement with the Company);(e) 5,638,530 Class A ordinary shares issued to Innovo Consultancy DMCC, a company incorporated in Dubai, United Arab Emirates(“Innovo”) (which were issued for no cash consideration but in consideration for the Pre-Closing AARK Sole Shareholder (as definedbelow) causing AARK to enter into an amendment to the Business Combination Agreement, dated as of March11, 2023 (as amended,the “Business Combination Agreement”), by and among WWAC, WWAC Amalgamation Sub Pte. Ltd., a Singapore private companylimited by shares, and AARK) and (f) 145,883 Class A ordinary shares to certain vendors and third parties in lieu of cash asconsideration for expenses incurred in connection with the Business Combination (as defined below) at an implied purchase pricerange between $2.32 and $2.43 per share; and (iii) up to 9,527,810 Class A ordinary shares upon the exercise of Private PlacementWarrants; and (B) up to 9,527,810 Private Placement Warrants. Table of Contents We will not receive any proceeds from the sale of Class A ordinary shares or Warrants by the Selling Securityholders pursuantto this prospectus. We will receive proceeds from the exercise of the Warrants (if any) for cash, but not from the sale of the Class Aordinary shares issuable upon such exercise. Our Warrants are exercisable at a price of $11.50 per share, which means that theWarrants are currently out of the money. Therefore, there is a high likelihood that the warrant holders will not exercise their Warrantsunless the market price of our Class A ordinary shares increases above the exercise price of the Warrants. We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certainagreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not meanthat the Selling Securityholders will offer or sell any of the Class A ordinary shares or Warran