UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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 ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-40920

Aeries Technology, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1587626
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

60 Paya Lebar Road, #08-13 Paya Lebar Square Singapore		409051
(Address of principal executive offices)		(Zip Code)

(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 Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	AERT	The Nasdaq Stock Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	AERTW	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 13, 2025, there were 47,152,626 Class A ordinary shares, $0.0001 par value and 1 Class V ordinary share, $0.0001 par value, issued and outstanding.

AERIES TECHNOLOGY, INC.

FORM 10-Q

For the quarterly period ended June 30, 2025

TABLE OF CONTENTS

		Page
PART 1 – INTERIM FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	1

	Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and March 31, 2025	1

	Condensed Consolidated Statements of Operations for the three months ended June 30, 2025 and 2024 (Unaudited)	2

	Condensed Consolidated Statements of Comprehensive Income / (Loss) for the three months ended June 30, 2025 and 2024 (Unaudited)	3

	Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Shareholders’ Equity / (Deficit) for the three months ended June 30, 2025 and 2024 (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2025 and 2024 (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34

Item 4.	Controls and Procedures	34

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 3.	Defaults Upon Senior Securities	37

Item 4.	Mine Safety Disclosures	37

Item 5.	Other Information	37

Item 6.	Exhibits	38

SIGNATURES		39

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such statements are based on expectations as to the future and are not statements of historical fact.

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

●

our ability to continue as a going concern;

●

our market opportunity;

	●	our ability to maintain the listing of the Class A ordinary shares and the warrants on the Nasdaq Stock Market, and the potential liquidity and trading of such securities;

	●	our business development efforts to maximize our potential value and to retain and expand our client base;

	●	our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

	●	our financial performance;

	●	the sufficiency of our existing cash and cash equivalents to fund our operating expenses and capital expenditure requirements;

	●	our success in retaining or recruiting officers, key employees or directors, or any necessary changes to these positions;

	●	changes in applicable laws or regulations in the United States and foreign jurisdictions in which we conduct business;

	●	our ability to develop and maintain effective internal controls;

	●	risks related to cybersecurity and data privacy;

	●	risks related to the use of artificial intelligence, machine learning, and other emerging technologies, including their integration into our operations and potential regulatory, ethical, and reputational impacts;

	●	risks related to current or future litigation, regulatory inquiries, or governmental investigations;

	●	general economic and political conditions, such as the effects of the Russia-Ukraine and the Israel-Hamas conflicts, pandemics such as the COVID-19 outbreak, recessions, interest rates, inflation, local and national elections, fuel prices, international currency fluctuations, changes in diplomatic and trade relationships, political instability, acts of war or terrorism and natural disasters; and

	●	other factors discussed in this report and our other filings with the Securities and Exchange Commission.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may be amplified in the future and there may be additional risks that we currently consider immaterial, or which are unknown. It is not possible to predict or identify all such risks. We undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by applicable law. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made.

PART 1 – INTERIM FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

AERIES TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2025 and March 31, 2025

(in thousands of United States dollars, except share and per share amounts)


	JUNE 30, 2025			MARCH 31, 2025
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,137		$	2,764
Accounts receivable, net of allowance of $3,596 and $3,574 as of June 30, 2025, and March 31, 2025, respectively		9,547			10,982
Prepaid expenses and other current assets, net of allowance of $1 and $0, as of June 30, 2025, and March 31, 2025, respectively		8,405			7,581
Total current assets	$	20,089		$	21,327
Property and equipment, net		1,666			1,570
Operating right-of-use assets		8,955			9,602
Deferred tax assets		4,060			4,064
Long-term investments, net of allowance of $77 and $76, as of June 30, 2025, and March 31, 2025, respectively		1,889			1,830
Other assets		2,166			1,440
Total assets	$	38,825		$	39,833

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY / (DEFICIT)
Current liabilities:
Accounts payable	$	7,657		$	8,154
Accrued compensation and related benefits, current		1,896			2,432
Operating lease liabilities, current		3,048			2,543
Short-term borrowings		5,398			6,504
Forward purchase agreement put option liability		3,780			5,034
Other current liabilities		8,931			7,753
Total current liabilities	$	30,710		$	32,420
Long term debt		1,090			1,096
Operating lease liabilities, noncurrent		6,356			7,483
Derivative warrant liabilities		606			629
Deferred tax liabilities		170			139
Other liabilities		4,321			4,170
Total liabilities	$	43,253		$	45,937

Commitments and contingencies (Note 10)

Redeemable noncontrolling interest		60			(42	)

Shareholders’ equity / (deficit)
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		-			-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 47,152,626 shares issued and outstanding as of June 30, 2025, and 47,152,626 shares issued and outstanding as of March 31, 2025		5			5
Class V ordinary shares, $0.0001 par value; 1 share authorized; 1 share issued and outstanding as of June 30, 2025, and 1 share issued and outstanding as of March 31, 2025		-			-
Net shareholders’ investment and additional paid-in capital		27,203			27,203
Less: Common Stock held in treasury at cost; 1,285,392 shares as on June 30, 2025, and 1,285,392 shares as on March 31, 2025		(724	)		(724	)
Accumulated other comprehensive loss		(908	)		(908	)
Accumulated deficit		(29,868	)		(31,380	)
Total Aeries Technology, Inc. shareholders’ equity / (deficit)	$	(4,292	)	$	(5,804	)
Noncontrolling interest		(196	)		(258	)
Total shareholders’ equity / (deficit)		(4,488	)		(6,062	)
Total liabilities, redeemable noncontrolling interest and shareholders’ equity / (deficit)	$	38,825		$	39,833

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AERIES TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended June 30, 2025 and 2024

(in thousands of United States dollars, except share and per share amounts)

(Unaudited)


	Three Months Ended June 30, 2025			Three Months Ended June 30, 2024
Revenue, net	$	15,330		$	16,667
Cost of revenue		11,552			12,657
Gross profit		3,778			4,010
Operating expenses
Selling, general & administrative expenses		2,958			20,430
Total operating expenses		2,958			20,430
Income / (loss) from operations		820			(16,420	)
Other income / (expense)
Change in fair value of forward purchase agreement put option liability		1,255			(696	)
Change in fair value of derivative warrant liabilities		23			757
Interest income		72			79
Interest expense		(170	)		(147	)
Other income / (expense), net		7			19
Total other income / (expense), net		1,187			12
Income / (loss) before income taxes		2,007			(16,408	)
Income tax (expense) / benefit		(331	)		1,091
Net income / (loss)	$	1,676		$	(15,317	)
Less: Net income / (loss) attributable to noncontrolling interests		62			(506	)
Net income / (loss) attributable to redeemable noncontrolling interests		102			10
Net income / (loss) attributable to shareholders of Aeries Technology Inc.	$	1,512		$	(14,821	)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		47,152,626			37,852,036

Basic and diluted net income / (loss) per Class A ordinary share	$	0.03		$	(0.39	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AERIES TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)

For the three months ended June 30, 2025 and 2024

(in thousands of United States dollars, except share and per share amounts)

(Unaudited)


	Three Months Ended June 30, 2025			Three Months Ended June 30, 2024
Net income / (loss)	$	1,676		$	(15,317	)
Other comprehensive income / (loss), net of tax
Foreign currency translation adjustments		55			(62	)
Unrecognized actuarial gain / (loss) on employee benefit plan obligations		(53	)		(21	)
Total other comprehensive income / (loss), net of tax		2			(83	)
Comprehensive income / (loss), net of tax	$	1,678		$	(15,400	)
Less: Comprehensive income / (loss) attributable to noncontrolling interests		62			(513	)
Less: Comprehensive income / (loss) attributable to redeemable noncontrolling interests		102			1
Total comprehensive income / (loss) attributable to shareholders of Aeries Technology, Inc.	$	1,514		$	(14,888	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AERIES TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE

NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (DEFICIT)

For the three months ended June 30, 2025 and 2024

(in thousands of United States dollars except share and per share amounts)

(Unaudited)

Redeemable
noncontrolling

Ordinary Shares
Class A

Ordinary Shares
Class V

Ordinary Shares
Treasury Shares

Net
shareholders’
investment and
additional
paid-in

(Accumulated deficit)
retained

Accumulated other
comprehensive

Total Aeries Technology, Inc. shareholders’
equity

Noncontrolling

Total
shareholders’
equity

interest

Amount

Shares

Amount

capital

Earnings

loss

(deficit)

interest

(deficit)

Balance as at April 1, 2025

(42

)

47,152,626

SEC Form 10-Q filed by Aeries Technology Inc.