Aeries Technology Inc-美国股票招股说明书(2025-11-12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, 2024(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 Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2025 (the“Quarterly Report”). Accordingly, we have attached the Quarterly 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 November 11, 2025, the closing price of our Class A ordinary shares was $0.6276 per share and the closing price ofour warrants was $0.041 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 November 12, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________ Commission file number: 001-40920 Aeries Technology, Inc.(Exact Name of Registrant as Specified in Its Charter) (919)228-6404(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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 purs