Aeries Technology Inc-A美股招股说明书(2025-10-03版)

AERIES TECHNOLOGY, INC.10,566,347 Class A Ordinary Shares Issuable Upon Exercise of Exchange Rights21,027,801 Class A Ordinary Shares Issuable Upon Exercise of Warrants53,805,874 Class A Ordinary Shares9,527,810 Warrants to Purchase Class A Ordinary SharesOffered by the Selling Securityholders This prospectus supplement is being filed to update and supplement information contained in the prospectus dated August 12, 2025(the “Prospectus”) related to: (A) (i) up to 10,566,347 Class A ordinary shares, par value $0.0001 per share (“Class A ordinaryshares”), of Aeries Technology, Inc., a Cayman Islands exempted company (the “Company”), upon exchange of shares of AarkSingapore Pte. Ltd. or Aeries Technology Group Business Accelerators Private Limited, pursuant to the exchange agreements datedNovember 6, 2023, and (ii) up to 21,027,801 Class A ordinary shares issuable upon the exercise of the (a) 11,499,991 redeemablewarrants to purchase Class A ordinary shares that were issued by Worldwide Webb Acquisition Corp. as part of the units in its initialpublic offering (“IPO”), and (b) 9,527,810 redeemable warrants (the “Private Placement Warrants”) to purchase Class A ordinaryshares originally issued to Worldwide Webb Acquisition Sponsor, LLC in a private placement that closed simultaneously with theconsummation of the IPO; and (B) the resale from time to time by the Selling Securityholders (as defined in the Prospectus) of (i) anaggregate of up to 53,805,874 Class A ordinary shares, and (ii) up to 9,527,810 Private Placement Warrants, with the informationcontained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2025 (the “CurrentReport”). Accordingly, we have attached the Current Report to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in theProspectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our Class A ordinary shares and warrants are traded on the Nasdaq Capital Market under the symbols “AERT” and “AERTW,”respectively. On October 2, 2025, the closing price of our Class A ordinary shares was $0.6690 per share and the closing price of ourwarrants was $0.0402 per warrant. Investing in our securities involves risks. See “Risk Factors” beginning on page 17 of the Prospectus and in any applicable prospectussupplement. Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, orpassed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 3, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section13 or Section15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2025 Aeries Technology, Inc.(Exact name of registrant as specified in its charter) Cayman Islands001-4092098-1587626(State or other jurisdictionof incorporation or organization)(CommissionFile Number)(IRS EmployerIdentification Number) (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 registrantunder any of the following provisions: ☐Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 orRule 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 30, 2025, Aeries Technology, Inc. (the “Company”) received a written notice (the “Notice”) from the ListingQualifications Department (the “Staff”) of The Nas