Aeries Technology Inc. - 美股招股说明书（2026年3月20日版本）

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 Shares This prospectus supplement is being filed to update and supplement information contained in the prospectus dated August12, 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 datedNovember6, 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 the 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 March19, 2026, the closing price of our Class A ordinary shares was $0.2876 per share and the closing price of our Investing in our securities involves risks. See “Risk Factors” beginning on page17 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 March20, 2026. FORM 8-K 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) Item5.02.Departure of Directors or Principal Officers;Election of Directors;Appointment of Principal Officers;Compensatory Arrangements of Certain Officers. Chief Financial Officer Transition On March 17, 2026, Daniel S. Webb agreed to resign from his position as Chief Financial Officer and Chief Investment Officer ofAeries Technology, Inc. (the “Company”), effective March 30, 2026. The cessation of Mr. Webb’s service with the Company was the On March 19, 2026, the Company, Aeries Technology Solutions, Inc. (“ATS” and, together with the Company, the “Employer”) andMr. Webb entered into a Separation Agreement and Release (the “Separation Agreement”). Subject to specified conditions, including ageneral release of claims and his continued compliance with covenants and obligations set forth in the Separation Agreement, theEmployer will provide Mr. Webb with severance payments set forth in the Separation Agreement, including: (i) twelve (12) months ofMr. Webb’s annual base salary as in effect on March 30, 2026 which amount shall be payable in equal installments (less applicablewithholdings and deductions) over a period of twelve (12) months, commencing on the first regular payroll date occurring in June2026; and (ii) a payment of $265,000 (less applicable withholdings and deductions), payable in equal installments over a period of six(6) months starting with the first regularly scheduled payroll date in May 2026. Pursuant to the Separation Agreement, Mr. Webb The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by the full text of the SeparationAgreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The Company’s Board of Directors has, effective as of March 31, 2026, appointed Bhisham (Ajay) Khare, the Company’s ChiefExecutive Officer and Director, to serve as the Company’s Principal Financial Officer (“PFO”). Mr. Khare, age 48, has served as Chief Executive Officer and a director of the Company since February2025 and Chief RevenueOfficer and Chief Operating Officer of the Company since the consummation of the business combination in November2023. Prior toconsummation of the Company’s business combination, he serve