Aeries Technology Inc-A美股招股说明书(2026-07-30版)

This prospectus relates to the issuance by us of (i) up to 1,214,396 Class A ordinary shares, par value $0.0008 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$80.80 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 2,628,474 Class A ordinary sharesissuable upon the exercise of the (a) 11,499,991 redeemable warrants (“Public Warrants”) to purchase one-eighth of one Class Aordinary share each that were issued by Worldwide Webb Acquisition Corp. (“WWAC”) as part of the units at a price of $80.00 perunit in its initial public offering (the “IPO”) and (b) 9,527,810 redeemable warrants (the “Private Placement Warrants” and, togetherwith the Public Warrants, the “Warrants”) to purchase one-eighth of one Class A ordinary share each originally issued to WorldwideWebb Acquisition Sponsor, LLC, a Cayman Islands limited liability company (“Sponsor”), at a purchase price of $8.00 per warrant ina private placement that closed simultaneously with the consummation of the IPO. Each Warrant is exercisable in multiples of eight topurchase one Class A ordinary share for $92.00 per share (such shares, the “Warrant Shares”), 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 6,506,287 Class A ordinary shares consisting of (i) up to 3,987,919 Exchanged Shares;(ii) up to 1,327,392 Class A ordinary shares consisting of (a) Class A ordinary shares originally issued to the Sponsor in a privateplacement prior to the consummation of WWAC’s IPO at an effective price of approximately $0.032 per share; (b) Class A ordinaryshares purchased by certain anchor investors in WWAC’s IPO from the Sponsor at a price of $0.04 per share; (c) Class A ordinaryshares issued to certain third-parties (which were issued for no cash consideration but in consideration for the Selling Securityholdersentering into agreements not to redeem their Class A ordinary shares pursuant to certain non-redemption agreements (“Non-Redemption Agreements”), dated on and around March31, 2023 and November3, 2023; (d) Class A ordinary shares issued to certaininvestors in a private placement pursuant to certain subscription agreements, dated on and around November5, 2023 and November6,2023(“Subscription Agreements”)(which were issued for no net cash consideration but in consideration for the SellingSecurityholders entering into the forward purchase arrangement with the Company) and (e) Class A ordinary shares issued to InnovoConsultancy DMCC, a company incorporated in Dubai, United Arab Emirates (“Innovo”) (which were issued for no cashconsideration but in consideration for the Pre-Closing AARK Sole Shareholder (as defined below) causing AARK to enter into anamendment to the Business Combination Agreement, dated as of March11, 2023 (as amended, the “Business CombinationAgreement”), by and among WWAC, WWAC Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares, andAARK); and (iii) up to 1,190,976 Class A ordinary shares upon the exercise of Private Placement Warrants; and (B) up to 9,527,810Private Placement Warrants. 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 in multiples of eight to purchase Class A ordinary shares at aprice of $92.00 per share, which means that the Warrants are currently out of the money. Therefore, there is a high likelihood that thewarrant holders will not exercise their Warrants unless the market price of our Class A ordinary shares increases above the exerciseprice of the Warrants. Table of Contents We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreementsbetween us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the SellingSecurityholders will offer or sell any of the Class A ordinary shares or Warrants. The Selling Securityholders may offer, sell ordistribute all or a portion of their Class A ordinary shares or Warrants publicly or through