AERT 8-K
Aeries Technology, Inc. (AERT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into A Material Definitive Agreement.
On January 22, 2026, Aeries Technology, Inc. (“Aeries” or the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to the Letter Agreement, dated September 16, 2025 (as amended, the “Letter Agreement”), by and between the Company and Sandia Investment Management LP (“Sandia”) with respect to that certain Confirmation of OTC Equity Prepaid Forward Transaction, dated as of November 3, 2023, by and between the Company and Sandia, as amended by that certain Forward Purchase Agreement Confirmation Amendment, dated as of November 3, 2023, as amended and restated by that certain Confirmation of OTC Equity Prepaid Forward Transaction, dated as of November 27, 2024 (as amended and restated, the “Forward Purchase Agreement”).
The Letter Agreement primarily (1) provides for sales of Class A ordinary shares held by Sandia issued pursuant to the Forward Purchase Agreement (the “FPA Shares”) to offset the Company’s payment obligations to Sandia under the Forward Purchase Agreement at a sales price not lower than $1.05 per share continuing through December 31, 2025 (the “Designated Period”), (2) provides for the issuance and registration of additional Class A ordinary shares (the “Additional Shares”) to Sandia in an amount equal to (a) the result of dividing (i) the remaining liability at the end of the Designated Period by (ii) the greater of (x) the 30-day volume-weighted average price per Class A ordinary share on the Nasdaq Capital Market for the 30 trading days immediately preceding the expiration of the Designated Period or (y) $1.00 per share, minus (b) the number of remaining FPA Shares held by Sandia at the end of the Designated Period, provided that the total number of the Additional Shares issued shall not be less than 500,000 Class A ordinary shares, and (3) clarifies the Company’s payment obligations under the Forward Purchase Agreement in the case of a Change in Control (as defined in the Letter Agreement) or the delisting of the Company’s Class A ordinary shares from the Nasdaq Capital Market.
Amendment No. 2 primarily (1) acknowledges that, as of the date of Amendment No. 2, the outstanding amount payable by the Company to Sandia under the Letter Agreement is $1,812,063.23 (the “Outstanding Amount”), subject to reduction pursuant to sell-downs of Class A ordinary shares in accordance with the Letter Agreement, (2) authorizes the amortization of the Outstanding Amount starting with an initial amortization payment of $100,000 on March 31, 2026 and then monthly amortization payments of $75,000 starting in April 2026 (with a corresponding return of Class A ordinary shares, valued at $1.00 per share, to the Company to the extent Sandia receives such payment), (3) provides for the accrual of interest at a rate of 15% per annum, calculated monthly, on the Outstanding Amount, with monthly interest payments starting in January 2026, (4) provides for the proceeds received by Sandia from the sell-down of Class A ordinary shares in accordance with the Letter Agreement, up to $1.05 per share, to be applied as a reduction of the Outstanding Amount, and (5) extends the Designated Period until the date on which the Outstanding Amount has been paid in full, unless earlier terminated in accordance with the Letter Agreement.
The foregoing summary of Amendment No. 2 is qualified in its entirety by reference to the text of the document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2 to Letter Agreement, dated January 22, 2026, by and between Aeries Technology, Inc. and Sandia Investment Management LP | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aeries Technology, Inc. | ||
| A Cayman Islands exempted company | ||
| Date: January 28, 2026 | By: | /s/ Daniel S. Webb |
| Daniel S. Webb | ||
| Chief Financial Officer | ||
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Exhibit 10.1
| Sandia
Investment Management LP 201 Washington Street, Boston, MA 02108 |
Aeries
Technology, Inc. 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore 409051 |
January 22, 2026
This Amendment No. 2 (this “Amendment”) to the Letter Agreement is entered into by and between the parties to that certain Letter Agreement dated September 16, 2025 as amended from time to time (the “Letter Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Letter Agreement.
1. Outstanding Amount
The Parties acknowledge that, as of the date hereof, the outstanding amount payable by the Company to Sandia under the Letter Agreement is USD 1,812,063.23 (the “Outstanding Amount”), subject to reduction pursuant to sell-downs of Shares in accordance with the Letter Agreement.
2. Amortization of Outstanding Amount
(a) Amortization of the Outstanding Amount shall commence on March 31, 2026, on which date the Company shall pay USD 100,000 toward the Outstanding Amount.
(b) Thereafter, commencing in April 2026, the Company shall make monthly amortization payments of USD 75,000, payable on or before the last Business Day of each calendar month, until the Outstanding Amount has been paid in full, subject to adjustment as provided herein.
3. Interest
(a) Interest shall accrue on the Outstanding Amount at the rate of 15% per annum, calculated on a monthly basis.
(b) Effective January 1, 2026, interest shall be payable monthly on the last Business Day of each month.
(c) Interest shall be calculated on the Outstanding Amount as reduced from time to time by: (i) any amortization payments made pursuant to Section 2; and (ii) any reductions resulting from the sell-down of Shares by Sandia pursuant to the Letter Agreement.
4. Application of Sell-Down Proceeds
Any proceeds received by Sandia from the sell-down of Shares in accordance with the Letter Agreement shall be applied as a reduction of the Outstanding Amount, and such reduction shall be taken into account for purposes of calculating future interest and amortization payments. For purposes of such reduction, (i) where Shares are sold at a price equal to or greater than USD 1.05 per Share, only USD 1.05 per Share shall be applied toward the reduction of the Outstanding Amount, and any proceeds in excess of USD 1.05 per Share shall accrue solely to Sandia; and (ii) where Shares are sold at a price below USD 1.05 per Share, only the actual proceeds received shall be applied toward reducing the Outstanding Amount.
Any sale proceeds above USD 1.05 per Share shall not reduce the Outstanding Amount and shall accrue solely to Sandia.
5. Extension of Designated Period
The Designated Period under the Letter Agreement is hereby extended until the date on which the Outstanding Amount has been paid in full, unless earlier terminated in accordance with the Letter Agreement.
6. Return of Shares upon Payment; Return of Excess Amount
To the extent Sandia receives any payment toward the Outstanding Amount (including any amortization payment), Sandia shall, three months after the last Business Day of each calendar quarter, return to the Company or cause to be cancelled (at the direction of the Company), a number of Shares equal to the dollar amount so received, on a one-for-one basis, (with each Share valued at USD 1 per Share). Upon such return or cancellation of Shares, the Outstanding Amount shall be reduced by the corresponding amount.
For the avoidance of doubt, to the extent Sandia receives any amount in excess of the Outstanding Amount then due and payable, Sandia shall refund such excess amount to the Company. Any such refund shall be made within Ten (10) Business Days of Sandia becoming aware of the excess payment.
By way of illustration, a repayment of USD 100,000 on May 4, 2026 shall require the return or cancellation of 100,000 shares on September 30, 2026.
7. No Other Amendments
Except as expressly amended hereby, the Letter Agreement, as amended, shall remain unchanged and in full force and effect.
8. Effect of Amendment
This Amendment shall be deemed to form a part of, and be read together with, the Letter Agreement, and any reference to the Letter Agreement therein shall mean the Letter Agreement as amended by this Amendment.
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| AERIES TECHNOLOGY, INC. | ||
| By: | /s/ Bhisham Khare | |
| Name: | Bhisham Khare | |
| Title: | Director and CEO | |
| SANDIA INVESTMENT MANAGEMENT LP | ||
| By: | /s/ Tom Cagna | |
| Name: | Tom Cagna | |
| Title: | ||
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