Aeries Technology Inc-A美股招股说明书(2026-01-07版)

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) an 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 the Our Class A ordinary shares and warrants are traded on the Nasdaq Capital Market under the symbols “AERT” and “AERTW,”respectively. On January 6, 2026, the closing price of our Class A ordinary shares was $0.5475 per share and the closing price of our 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 January 7, 2026. FORM 8-K CURRENT REPORTPursuant to Section13 OR15(d) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions (see General Instruction A.2): ☐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: 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 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 InvestmentManagement LP (“Sandia”) with respect to that certain Confirmation of OTC Equity Prepaid Forward Transaction, dated as ofNovember 3, 2023, by and between the Company and Sandia, as amended by that certain Forward Purchase Agreement ConfirmationAmendment, dated as of November 3, 2023, as amended and restated by that certain Confirmation of OTC Equity Prepaid Forward The Letter Agreement provided for sales of the Company’s Class A ordinary shares held by Sandia issued pursuant to the ForwardPurchase Agreement to offset the Company’s payment obligations to Sandia under the Forward Purchase Agreement at a sales pricenot lower than $1.05 per share continuing through December 31, 2025 (the “Designated Period”), among other things. Amendment The foregoing summary of Amendment No. 1 is qualified in its entirety by reference to the text of the document, which is filed as Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1Amendment No. 1 to Letter Agreement, dated December 31, 2025, by and between Aeries Technology, Inc. and SandiaInvestment Management LP SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned hereunto duly authorized. AMENDMENT NO. 1 TO LETTER AGREEMENTDated: December 31, 2025 This Amendment No. 1 (this “Amendment”) to the Letter Agreement is entered into by and between the parties to that certain LetterAgreement dated September 16, 2025