424B3 1 aeriestech_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-276173

Prospectus Supplement

(to prospectus dated August 12, 2025)

AERIES TECHNOLOGY, INC.

10,566,347 Class A Ordinary Shares Issuable Upon Exercise of Exchange Rights

21,027,801 Class A Ordinary Shares Issuable Upon Exercise of Warrants

53,805,874 Class A Ordinary Shares

9,527,810 Warrants to Purchase Class A Ordinary Shares

Offered by the Selling Securityholders

This prospectus supplement is being filed to update and supplement information contained in the prospectus dated August 12, 2024 (the “Prospectus”) related to: (A) (i) up to 10,566,347 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), of Aeries Technology, Inc., a Cayman Islands exempted company (the “Company”), upon exchange of shares of Aark Singapore Pte. Ltd. or Aeries Technology Group Business Accelerators Private Limited, pursuant to the exchange agreements dated November 6, 2023, and (ii) up to 21,027,801 Class A ordinary shares issuable upon the exercise of the (a) 11,499,991 redeemable warrants to purchase Class A ordinary shares that were issued by Worldwide Webb Acquisition Corp. as part of the units in its initial public offering (“IPO”), and (b) 9,527,810 redeemable warrants (the “Private Placement Warrants”) to purchase Class A ordinary shares originally issued to Worldwide Webb Acquisition Sponsor, LLC in a private placement that closed simultaneously with the consummation of the IPO; and (B) the resale from time to time by the Selling Securityholders (as defined in the Prospectus) of (i) an aggregate of up to 53,805,874 Class A ordinary shares, and (ii) up to 9,527,810 Private Placement Warrants, with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 9, 2026 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A ordinary shares and warrants are traded on the Nasdaq Capital Market under the symbols “AERT” and “AERTW,” respectively. On February 6, 2026, the closing price of our Class A ordinary shares was $0.4301 per share and the closing price of our warrants was $0.0279 per warrant.

Investing in our securities involves risks. See “Risk Factors” beginning on page 17 of the Prospectus and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, or passed 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 February 9, 2026.

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 December 31, 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 February 05, 2026, there were 50,209,716 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 December 31, 2025

TABLE OF CONTENTS

		Page
PART 1 – INTERIM FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	1

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

	Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2025 and 2024 (Unaudited)	2

	Condensed Consolidated Statements of Comprehensive Income / (Loss) for the three and nine months ended December 31, 2025 and 2024 (Unaudited)	3

	Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Shareholders’ Equity / (Deficit) for the three and nine months ended December 31, 2025 and 2024 (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2025 and 2024 (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38

Item 4.	Controls and Procedures	38

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	43

SIGNATURES		44

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 and risks related to internal audit findings, including the identification of material weaknesses and control deficiencies;

	●	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 reputational harm, including those arising from social media, public perception, or misinformation;

	●	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 December 31, 2025 and March 31, 2025

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

	DECEMBER 31, 2025			MARCH 31, 2025
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,570		$	2,764
Accounts receivable, net of allowance of $3,498 and $3,574 as of December 31, 2025, and March 31, 2025, respectively		10,331			10,982
Prepaid expenses and other current assets, net of allowance of $0 and $0, as of December 31, 2025, and March 31, 2025, respectively		8,425			7,581
Deferred transaction costs		125			-
Total current assets	$	21,451		$	21,327
Property and equipment, net		1,788			1,570
Operating right-of-use assets		9,969			9,602
Deferred tax assets		4,001			4,064
Long-term investments, net of allowance of $73 and $76, as of December 31, 2025, and March 31, 2025, respectively		1,915			1,830
Other assets		2,857			1,440
Total assets	$	41,981		$	39,833

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY / (DEFICIT)
Current liabilities:
Accounts payable	$	6,441		$	8,154
Accrued compensation and related benefits, current		2,385			2,432
Operating lease liabilities, current		3,191			2,543
Short-term borrowings		3,080			6,504
Forward purchase agreement put option liability		4,093			5,034
Other current liabilities		9,385			7,753
Total current liabilities	$	28,575		$	32,420
Long term debt		843			1,096
Operating lease liabilities, noncurrent		7,241			7,483
Derivative warrant liabilities		789			629
Deferred tax liabilities		174			139
Other liabilities		5,156			4,170
Total liabilities	$	42,778		$	45,937

Commitments and contingencies (Note 10)

Redeemable noncontrolling interest		395			(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; 50,209,716 shares issued and outstanding as of December 31, 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 December 31, 2025, and 1 share issued and outstanding as of March 31, 2025		-			-
Net shareholders’ investment and additional paid-in capital		29,115			27,203
Less: Common Stock held in treasury at cost; 1,285,392 shares as on December 31, 2025, and 1,285,392 shares as on March 31, 2025		(724	)		(724	)
Accumulated other comprehensive loss		(1,041	)		(908	)
Accumulated deficit		(28,547	)		(31,380	)
Total Aeries Technology, Inc. shareholders’ equity / (deficit)	$	(1,192	)	$	(5,804	)
Noncontrolling interest		0			(258	)
Total shareholders’ equity / (deficit)		(1,192	)		(6,062	)
Total liabilities, redeemable noncontrolling interest and shareholders’ equity / (deficit)	$	41,981		$	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 and nine months ended December 31, 2025 and 2024

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

(Unaudited)

	Three Months Ended December 31, 2025			Three Months Ended December 31, 2024			Nine Months Ended December 31, 2025			Nine Months Ended December 31, 2024
Revenue, net	$	17,460		$	17,607		$	50,149		$	51,147
Cost of revenue		14,118			13,565			38,007			39,520
Gross profit		3,342			4,042			12,142			11,627
Operating expenses
Selling, general & administrative expenses		2,570			9,199			8,563			37,299
Total operating expenses		2,570			9,199			8,563			37,299
Income / (loss) from operations		772			(5,157	)		3,579			(25,672	)
Other income / (expense)
Change in fair value forward purchase agreement put option liability		(652	)		5,091			243			5,772
Change in fair value of derivative warrant liabilities		57			-			(160	)		631
Gain on settlement of forward purchase agreement put option liability		-			581			-			581
Interest income		86			83			235			250
Interest expense		(76	)		(226	)		(339	)		(508	)
Other income / (expense), net		1,413			236			1,490			314
Total other income / (expense), net		828			5,765			1,469			7,040
Income / (loss) before income taxes		1,600			608			5,048			(18,632	)
Income tax (expense) / benefit		(366	)		1,440			(1,491	)		3,057
Net income / (loss)	$	1,234		$	2,048		$	3,557		$	(15,575	)
Less: Net income / (loss) attributable to noncontrolling interests		77			(383	)		267			(979	)
Less: Net income / (loss) attributable to redeemable noncontrolling interests	$	81		$	(622	)	$	456		$	(638	)
Net income / (loss) attributable to shareholders’ of Aeries Technology Inc.	$	1,076			3,053			2,834			(13,958	)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		48,758,286			44,516,659			47,742,195			42,257,552

Basic and diluted net income / (loss) per Class A ordinary share	$	0.02			0.08		$	0.06			(0.32	)

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 and nine months ended December 31, 2025 and 2024

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

(Unaudited)

	Three Months Ended December 31, 2025			Three Months Ended December 31, 2024			Nine Months Ended December 31, 2025			Nine Months Ended December 31, 2024
Net income / (loss)	$	1,234		$	2,048		$	3,557		$	(15,575	)
Other comprehensive income / (loss), net of tax
Foreign currency translation adjustments		(130	)		(141	)		(282	)		(332	)
Unrecognized actuarial gain / (loss) on employee benefit plan obligations		50			22			121			(63	)
Total other comprehensive income / (loss), net of tax		(80	)		(119	)		(161	)		(395	)
Comprehensive income / (loss), net of tax	$	1,154		$	1,929		$	3,396		$	(15,970	)
Less: Comprehensive income / (loss) attributable to noncontrolling interests		72			(391	)		258			(1,004	)
Less: Comprehensive income / (loss) attributable to redeemable noncontrolling interests		71			(644	)		437			(693	)
Total comprehensive income / (loss) attributable to shareholders’ of Aeries Technology, Inc.	$	1,011		$	2,964		$	2,701		$	(14,273	)

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 and nine months ended December 31, 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			Shares		Amount		Shares		Amount		Shares		Amount			capital			Earnings			loss			(deficit)			interest			(deficit)
Balance as at April 1, 2025	$	(42	)		47,152,626	$	5		1	$	0		1,285,392	$	(724	)	$	27,203		$	(31,380	)	$	(908	)	$	(5,804	)	$	(258	)	$	(6,062	)
Net income / (loss) for the period		102			-		-		-		-		-		-			-			1,512			-			1,512			62			1,574
Other comprehensive loss for the period		0			-		-		-		-		-		-			-			-			-			-			-			-
Balance as at June 30, 2025	$	60			47,152,626	$	5		1	$	0		1,285,392	$	(724	)	$	27,203		$	(29,868	)	$	(908	)	$	(4,292	)	$	(196	)	$	(4,488	)
Net Income for the period		273			-		-		-		-		-		-			-			241			-			241			128			369
Other comprehensive loss		(9	)		-		-		-		-		-					-			-			(67	)		(67	)		(5	)		(72	)
Issuance of Class A ordinary shares in connection with private placement		-			50,000		0		-		-		-		-			0			-			-			0			-			0
Stock based compensation		-			-		-		-		-		-		-			293			-			-			293			-			293
Shares issued for professional services		-			300,000		0		-		-		-		-			180			-			-			180			-			180
Issuance of common stock with respect to share exchange agreement		-			851,184		0		-		-		-		-			740			-			-			740			-			740
Balance as at September 30, 2025		324			48,353,810		5		1		0		1,285,392		(724	)		28,416			(29,627	)		(975	)		(2,905	)		(73	)		(2,978	)
Net Income for the period		81			-		-		-		-		-		-			-			1080			-			1,080			77			1,157
Other comprehensive loss		(10	)		-		-		-		-		-					-			-			(66	)		(66	)		(4	)		(70	)
Stock based compensation		-			5,00,000		0		-		-		-		-			(0	)		-			-			(0	)		-			-
Issuance of common stock with respect to share exchange agreement		-			1,355,906		0		-		-		-		-			699			-			-			699			-			699
Balance as at December 31, 2025		395			50,209,716		5		1		0		1,285,392		(724	)		29,115			(28,547	)		(1,041	)		(1,192	)		-			(1,192	)

	Redeemable			Ordinary Shares Class A/					Ordinary Shares				Net shareholders’ investment and additional					Accumulated other			Total Aeries Technology, Inc.						Total Shareholders’
	noncontrolling			Common shares					Class V				paid-in		Accumulated			comprehensive			shareholders’			Noncontrolling			Equity
	interest			Shares			Amount		Shares		Amount		Capital		deficit			loss			deficit			interest			(deficit)
Balance as at April 1, 2024	$	734			15,619,004		$	2		1	$	0	$	-	$	(11,668	)	$	(574	)	$	(12,240	)	$	10,326		$	(1,914	)
Net loss for the period prior to share exchange		0			-			-		-		-		-		(430	)		-			(430	)		(244	)		(674	)
Other comprehensive loss for the period prior to share exchange		0			-			-		-		-		-		-			(1	)		(1	)		(2	)		(3	)
Issuance of Class A ordinary shares with respect to share exchange agreement		-			21,337,000			2		-		-		9,396		-			-			9,398			(9,396	)		2
Issuance of Class A ordinary shares in connection with private placement		-			1,940,958			0		-		-		4,675		-			-			4,675			-			4,675
Settlement of accounts payable through issuance of Class A ordinary shares		-			54,074			0		-		-		78		-			-			78			-			78
Stock based compensation		-			5,151,005			0		-		-		12,746		-			-			12,746			-			12,746
Net income / (loss) for the period post share exchange		10			-			-		-		-		-		(14,391	)		-			(14,391	)		(262	)		(14,653	)
Other comprehensive loss for the period post share exchange		(9	)		-			-		-		-		-		-			(66	)		(66	)		(5	)		(71	)
Balance as at June 30, 2024	$	735			44,102,041		$	4		1	$	0	$	26,895	$	(26,489	)	$	(641	)	$	(231	)	$	417		$	186
Net Loss for the period		(26	)		-			-		-		-		-		(2,190	)		-			(2,190	)		(90	)		(2,280	)
Other comprehensive loss		(24	)		-			-		-		-		-		-			(159	)		(159	)		(10	)		(169	)
Issuance of Class A ordinary shares in connection with private placement		-			270,820			0		-		-		0		-			-			0			-			0
Settlement of accounts payable through issuance of Class A ordinary shares		-			127,565			0		-		-		264		-			-			264			-			264
Balance as at September 30, 2024		685			44,500,426			4		1		-		27,159		(28,679	)		(800	)		(2,316	)		317			(1,999	)
Net Income / (Loss) for the period		(622	)		-			-		-		-		-		3,053			-			3,053			(383	)		2,670
Other comprehensive loss for the period		(22	)		-			-		-		-		-		-			(89	)		(89	)		(8	)		(97	)
Settlement of forward purchase agreement put option liability through issuance of Class A ordinary shares		-			57,811			-		-		-		44		-			-			44			-			44
Reversal of additional bonus shares issued*		-			(241	)		-		-		-		-		-			-			-			-			-
Balance as at December 31, 2024	$	41			44,557,996		$	4		1	$	-	$	27,203	$	(25,626	)	$	(889	)	$	692		$	(74	)	$	618

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

AERIES TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended December 31, 2025, and 2024

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

(Unaudited)

	Nine Months Ended December 31, 2025			Nine Months Ended December 31, 2024
Cash flows from operating activities
Net income / (loss)	$	3,557		$	(15,575	)
Adjustments to reconcile net income / (loss) to net cash (used in) / provided by operating activities:
Depreciation and amortization expense		620			1,093
Stock-based compensation expense		293			12,746
Deferred tax benefit		(134	)		(3,592	)
Accrued income from long-term investments		(179	)		(161	)
Provision for expected credit loss		99			6,775
Gain on lease termination		(1	)		(29	)
Sundry balances written back		(1,199	)		-
(Profit) / loss on sale of property and equipment		(19	)		28
Change in fair value of forward purchase agreement put option liability		(243	)		(5,772	)
Change in fair value of derivative warrant liabilities		160			(631	)
Gain on settlement of forward purchase agreement put option liability		-			(581	)
Loss on issuance of shares against accounts payable		-			342
Unrealized exchange gain		(152	)		(157	)
Changes in operating assets and liabilities:
Accounts receivable		524			2,104
Prepaid expenses and other current assets		477			(668	)
Operating right-of-use assets		(937	)		(4,162	)
Other assets		(1,550	)		(2,944	)
Accounts payable		(231	)		1,448
Accrued compensation and related benefits, current		(22	)		(409	)
Other current liabilities		1,372			3,349
Operating lease liabilities		998			4,219
Other liabilities		1,329			704
Net cash provided by / (used in) operating activities		4,762			(1,873	)

Cash flows from investing activities
Acquisition of property and equipment		(865	)		(1,372	)
Sale of property and equipment		84			93
Issuance of loans to affiliates		(136	)		(1,356	)
Payments received for loans to affiliates		108			1,361
Fixed Deposits placed with banks		(609	)		-
Proceeds from maturities of fixed deposits placed with banks		250			-
Payment made towards investment in wholly owned subsidiary		(10	)		-
Net cash used in investing activities		(1,178	)		(1,274	)

Cash flows from financing activities
Net repayment of short-term borrowings		(3,238	)		(657	)
Payment of insurance financing liability		(164	)		(491	)
Proceeds from long-term debt		-			1,506
Repayment of long-term debt		(125	)		(1,401	)
Payment of finance lease obligations		(136	)		(272	)
Payment of deferred transaction costs		(40	)		(20	)
Proceeds from issuance of Class A ordinary shares, net of issuance cost		-			4,678
Net cash (used in) / provided by financing activities		(3,703	)		3,343
Effect of exchange rate changes on cash and cash equivalents		(75	)		106
Net (decrease) / increase in cash and cash equivalents		(194	)		302
Cash and cash equivalents at the beginning of the period		2,764			2,084
Cash and cash equivalents at the end of the period	$	2,570		$	2,386

Supplemental cash flow disclosure:
Cash paid for interest	$	203		$	612
Cash paid for income taxes, net of refunds	$	947		$	1,322

Supplemental disclosure of non-cash investing and financing activities:
Unpaid deferred transaction costs included in accounts payable and other current liabilities	$	85		$	627
Equipment acquired under finance lease obligations	$	116		$	57
Settlement of accounts payable through issuance of Class A ordinary shares to vendors	$	-		$	342
Issuance of common stock to vendor in lieu of future services	$	180		$	-

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

AERIES TECHNOLOGY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of United States dollars except share and per share amounts)

(Unaudited)

Note 1 - Nature of Operations

Unless the context otherwise requires, Aeries Technology, Inc. and its subsidiaries, is herein referred to as the “Company,” “ATI,” “us,” “we” and “our” in these condensed consolidated financial statements. On November 6, 2023, AARK completed its business combination with Worldwide Webb Acquisition Corp. (“WWAC”) pursuant to the amended Business Combination Agreement dated March 11, 2023 (the “Business Combination”). In connection with the Business Combination, we changed our name from WWAC to ATI.

The Company is a global leader in AI enabled value creation, business transformation, and Global Capability Center (GCC) delivery for private equity (PE) portfolio companies, supporting scalable, technology driven execution. Founded in 2012, its commitment to workforce development has earned it the Great Place to Work Certification for two consecutive years. The Company has subsidiaries in India, Mexico, Singapore and the United States.

Note 2 - Summary of Significant Accounting Policies

Basis of Preparation

The information presented below supplements the Significant Accounting Policies information presented in the annual report on Form 10-K for the year ended March 31, 2025. There have been no changes in accounting policies during the nine months ended December 31, 2025, from those disclosed in the annual consolidated financial statements and related notes for the year ended March 31, 2025, except for those described below and also as described in “Recently Adopted Accounting Pronouncements” below.

All intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Going Concern

The Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued. Management’s evaluation does not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

In performing this evaluation, the Company identified the following conditions that raised substantial doubt about its ability to continue as a going concern:

●

As of December 31, 2025, the Company had a working capital deficit of $7,124 primarily due to current liabilities related to the FPAs of $4,093 (as defined below), short term borrowings of $3,080, and certain Business Combination-related payable balances.

The forward purchase agreements (“FPAs”) were liquidity arrangements entered into as part of the Business Combination consummated as of November 6, 2023 (“Closing Date”). Under these liquidity arrangements, certain investors agreed not to redeem their holdings in Worldwide Webb Acquisition Corp. (“WWAC”) in exchange for the Company entering into the FPAs. As of the date of this Quarterly Report on Form 10-Q report, the remaining balance owed to the FPA holders is $4,093. Subsequent to the period covered by this Quarterly Report on Form 10-Q, on January 22, 2026, the Company entered into Amendment No. 2 to the Letter Agreement (“Amendment No. 2”) with Sandia Investment Management LP (“Sandia”) related to the Sandia FPA, which provides that the Company shall make monthly amortization payments on the outstanding amount remaining under the Sandia FPA, among other provisions. For other FPA holders, the maturity consideration may be settled either in cash or equity at the option of the FPA holders.

●

Additionally, during the period ended December 31, 2025, there is a risk of non-collection, leading the Company to record an allowance for doubtful accounts of approximately $3,498, compared to $3,574 as on March 31, 2025.

The Company has historically financed its operations and expansions primarily with cash generated from operations and the revolving credit facility from Kotak Mahindra Bank. Management expects to have sufficient cash from the operations, cash reserves and debt capacity for the next 12 months and for the foreseeable future to finance our operations, our growth and expansion plans. However, this expectation assumes that the FPA liabilities will not require immediate cash settlement. If an immediate cash settlement is required for the remaining FPA liabilities, the Company may lack the necessary financial resources to sustain operations during this period.

The Company has undertaken or completed the following actions to improve its available cash balances, liquidity, and cash generated from operations:

●

Targeted cost cutting measures have been instituted, focusing on non-core expenses including those related to inorganic growth strategy, such as reductions in the use of outside vendors and professional services, as well as selective headcount and salary reductions, which are designed to improve our cash flow position without impacting core business operations.

●

The Company and one of the FPA holders, Meteora Capital Partners LP (“Meteora”), have settled the liability through the issuance of shares, and no further amount is owed to Meteora. The Company has revised settlement terms with the remaining FPA holders, with potential settlement at an overall price of $2.00 per share. Sandia agreed to revised terms where the remaining liability will be settled by adjusting the proceeds from FPA share sales, either via cash or additional share issuance. Further, as noted above, pursuant to Amendment No. 2, commencing March 2026, the Company will make monthly cash payments toward the outstanding amount, subject to reductions in such outstanding amount resulting from sell-downs of shares in accordance with the terms of the Letter Agreement and Amendment No. 2. The outstanding amount will be subject to 15% per annum interest calculated monthly.

Other FPA holders have sold their shares and the liabilities towards them have been fixed and the aggregate outstanding liability under all FPAs is valued at $4,093 as of December 31, 2025. The Company is actively pursuing capital raising alternatives to pay the remaining balance due.

On October 1, 2025, the Company entered into an “at-the-market” sales agreement (the “ATM Sales Agreement”) and filed a shelf registration statement on Form S-3 and corresponding prospectus supplement with the SEC to permit sales under the ATM Sales Agreement. As of the date of this Report the Company has not sold any shares under the ATM Sales Agreement.

Management’s plans to address these challenges include (i) raising additional funds through existing or new credit facilities, (ii) raising equity or equity-linked capital, (iii) restructuring current liabilities into equity or long-term obligations, and (iv) further reducing non-core expenses with a renewed focus on organic growth in the core geography we historically operate in, which is North America. There is no guarantee that these measures will be successful or that additional funding will be available on acceptable terms. Any future equity financing could significantly dilute existing shareholders’ ownership. Moreover, we have generated positive operating cashflow of $4,762 for nine months ended December 31, 2025 and our future profitability depends on our ability to generate revenue in excess of our expenses, including the fixed cost relating to the maintenance of our business and debt service requirements.

The Company is hopeful of accomplishing its objectives through these measures in the anticipated time frame and also expects that the funds available through the above-mentioned arrangements will be sufficient to alleviate the doubts about the Company’s ability to continue as a going concern. However, there is no guarantee of the success of these efforts. The condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary if the Company is unable to continue as a going concern.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, revenue recognition, allowance for credit losses, stock-based compensation, fair valuation of FPA put option liabilities and private warrant liabilities, useful lives of property and equipment, accounting for income taxes, determination of incremental borrowing rates used for operating lease liabilities and right-of-use assets and obligations related to employee benefits. Management believes that the estimates and judgments upon which it relies, are reasonable based upon information available to the Company at the time that these estimates and judgments were made. Actual results could differ from those estimates.

Segment Reporting

The Company operates as one operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources.

Forward Purchase Agreement

On November 3, 2023 and November 5, 2023, WWAC entered into the FPAs with Sandia, Sea Otter Trading, LLC, YA II PN, Ltd and Meteora, (collectively, the “FPA holders”) for an OTC Equity Prepaid Forward Transaction. Subscription Agreements (the “Subscription Agreements”) were also executed alongside the FPAs for subscription of the underlying FPA shares by the FPA holders either through a new issuance or purchase of shares from existing holders. The FPAs and Subscription Agreements have been accounted for separately as discussed subsequently.

On November 6, 2024, the Company reached an agreement with Meteora to settle the outstanding maturity consideration liability through the issuance of additional shares. As a result, the Company issued 57,811 Class A ordinary shares to Meteora in November 2024, settling its maturity consideration liability with Meteora.

On September 16, 2025, the Company entered into a Letter Agreement (the “Letter Agreement”) with Sandia with respect to the Sandia FPA.

	●	The Letter Agreement primarily (1) provides for sales of Class A ordinary shares held by Sandia issued pursuant to the Sandia FPA (the “FPA Shares”) to offset the Company’s payment obligations to Sandia under the Sandia FPA 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. On December 30, 2025, 1,355,906 Additional Shares were issued to Sandia pursuant to the Letter Agreement.

	●	On December 31, 2025, the Company entered into “Amendment No. 1” to the Letter Agreement extending the Designated Period to January 9, 2026.

	●	Further, subsequent to the period covered by this Quarterly Report on 10-Q, on January 22, 2026, the Company and Sandia entered into Amendment No. 2, pursuant to which the Company agreed, commencing March 2026, to make monthly cash payments toward the outstanding amount, subject to reductions in such outstanding amount resulting from sell-downs of shares in accordance with the terms of the Letter Agreement and Amendment No. 2. The outstanding amount will be subject to 15% per annum interest calculated monthly.

The remaining FPA holders have requested cash for their shares. Some FPA holders have sold some of their shares in the open market, reducing the amount they are owed.

Derivative Financial Instruments and FPA Put Option Liability

The Company accounts for the Warrants (as defined below) in accordance with the guidance contained in ASC 815-40 under which the Instruments (as defined below) do not meet the criteria for equity treatment and must be recorded as liabilities. The Company accounts for the FPA put option liability as a financial liability in accordance with the guidance in ASC 480-10. Warrants and FPA are collectively referred as the “Instruments”. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. See Note 11 for further discussion of the pertinent terms of the Warrants and Note 13 for further discussion of the methodology used to determine the value of the Warrants and FPA.

A derivative financial instrument written by the Company which has been accounted for in accordance with the guidance contained in ASC 815-40 including subsequent re-measurement at fair value with the changes being recognized in Company’s condensed consolidated statement of operations.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value at inception and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheets as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:

Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 – Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets but corroborated by market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Fair Value of Financial Instruments

Except for the Warrants and FPAs as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the condensed consolidated balance sheets.

Cash and Cash Equivalents

Cash consists of the Company’s cash and bank balances. The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, loans to affiliates, and investments. The Company holds cash at financial institutions that the Company believes are high credit quality financial institutions and limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the banks with which it does business. As of December 31, 2025 and March 31, 2025, there were three and two customers that represented 10% or greater of the Company’s accounts receivable balance, respectively. The Company expects limited credit risk arising from its long-term investments as these primarily entail investments in the Company’s affiliates that have a credit rating that is above the minimum allowable credit rating defined in the Company’s investment policy. As a part of its risk management process, the Company limits its credit risk with respect to long-term investments by performing periodic evaluations of the credit standing of counterparties to its investments.

For the three months ended December 31, 2025 and 2024, three customers and two customers, respectively, each represented more than 10% of the Company’s total revenues. For the nine months ended December 31, 2025 and 2024, three and two customers in each period individually accounted for more than 10% of the Company’s total revenues. The following table shows the amount of revenue derived from each customer exceeding 10% of the Company’s revenue during the three and nine months ended December 31, 2025, and 2024:

	Three Months Ended December 31,						Nine Months Ended December 31,
	2025			2024			2025			2024
Customer 1		21.9	%		16.5	%		12.3	%		16.5	%
Customer 2		11.0	%		13.3	%		11.5	%		12.5	%
Customer 3		11.0	%		n/a			11.2	%		n/a

Accounts receivable, net

The Company records a receivable when an unconditional right to consideration exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. If revenue recognized on a contract exceeds the billings, then the Company records an unbilled receivable for that excess amount, which is included as part of accounts receivable, net in the Company’s condensed consolidated balance sheets.

Under ASC Topic 326, accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors. In establishing any required allowance, management considers historical losses adjusted for current market conditions, the current receivables aging, current payment terms and expectations of forward-looking loss estimates. Allowance for credit losses was $3,498 as of December 31, 2025 and $3,574 as of March 31, 2025, and is classified within “Accounts Receivable, net” in the condensed consolidated balance sheets.

The following table provides details of the Company’s allowance for credit losses on accounts receivable:

	Nine months Ended December 31,
	2025			2024
Opening balance as of April 1	$	3,574		$	1,263
(Reversals)/Additions charged to cost and expense		(76	)		6,707
Closing balance as of December 31	$	3,498		$	7,970

Long-Term Investments

The Company’s long-term investments consist of debt and non-marketable equity investments in privately-held companies in which the Company does not have a controlling interest or significant influence, which have maturities in excess of one year and the Company does not intend to sell.

Debt investments of mandatorily redeemable preference shares, which are classified as held-to-maturity since the Company has the intent and contractual ability to hold these securities to maturity. These investments are reported at amortized cost and are subject to an ongoing impairment evaluation. Income from these investments is recorded in “Interest income” in the condensed consolidated statements of operations.

Under ASC Topic 326, expected credit losses are recorded and reduced from the amortized cost of the held-to-maturity securities. Expected credit losses for long-term investments are calculated using a probability of default method. Credit losses are recorded within “Selling, general & administrative expenses” in the condensed consolidated statements of operations when an event or circumstance indicates a decline in value has occurred. Allowance for credit losses was $73 as of December 31, 2025 and $76 as of March 31, 2025.

The following tables provides details of the Company’s allowance for credit losses on long-term investments:

	Nine months Ended December 31,
	2025			2024
Opening balance as of April 1	$	76		$	126
Change in provision for credit losses		(3	)		(6	)
Closing balance as of December 31	$	73		$	120

The Company includes these long-term investments in “Long-term investments” on the condensed consolidated balance sheets.

Net Income / (loss) per Share

Basic net income / (loss) per share is computed by dividing income / (loss) available to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted net income / (loss) per share is computed using the weighted-average number of ordinary shares and potential dilutive ordinary shares outstanding during the period. The Company has not considered the effect of the Warrants sold in its initial public offering (the “Initial Public Offering”) and private placement to purchase ordinary shares, and impact of FPA put option liability in the calculation of diluted net income / (loss) per share, since the instruments are not dilutive.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that adopting this standard will have on its consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date; or follow a modified transition approach that is based on the status of the respective projects and whether software costs were capitalized before the date of adoption; or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is permitted. We are currently evaluating the provisions of this ASU.

The Company is currently evaluating the effect of the updates.

Note 3 - Short-term borrowings

	December 31, 2025		March 31, 2025
Short-term borrowings	$	2,980	$	6,480
Current portion of vehicle loan		100		24
	$	3,080	$	6,504

As of December 31, 2025, the Company had a revolving credit facility with Kotak Mahindra Bank of INR 320,000 (or approximately $3,559 at the exchange rate in effect on December 31, 2025). The revolving facility is available for the Company’s operational requirements. The funded drawdown amount under the Company’s revolving facility as of December 31, 2025 and March 31, 2025, was $94 and $3,586 respectively. The interest rate is equal to the 3-months Repo Rate plus a margin of 3.90% and 6-months Marginal Cost of Funds based Lending Rate (“MCLR”) plus a margin of 0.80% as of December 31, 2025, and March 31, 2025, respectively.

Prior to the Closing Date, WWAC modified the terms of payment owed to Shearman & Sterling LLP, a multinational law firm that provided legal consultancy services to WWAC. This resulted in a reduction in the total amount owed by WWAC to Shearman & Sterling LLP from $4,800 of accounts payable to $4,000 promissory note, payable in four equal tranches. Subsequently, the promissory note was amended upon payment of $1,500, wherein the balance $2,500 was promised to be paid in two equal tranches. $2,500 owed to Shearman & Sterling LLP has been disclosed as short-term debt, as the Company has an unconditional obligation to settle it within a period of less than twelve months from December 31, 2025.

The Company obtained an insurance policy for its directors and senior officers to cover $5,000, effective as of November 6, 2024, for a period of 12 months. The total premium payable under the insurance policy was $670, out of which $58 was paid upfront and the $612 balance of which is payable in eleven equal monthly installments of $58. The arrangement represents a financing transaction where the premium payable has been deferred. The interest payable under the arrangement amounts to $23 and the same would be recognized as part of the interest expense through the condensed consolidated statement of operations. During the three and nine months ended December 31, 2025, the interest expense so recognized was $0 and $9 respectively. The balance premium payable as of December 31, 2025 is $0.

Effective November 6, 2025, the Company has renewed the insurance for its directors and senior officers to cover $5,000 for the period of 12 months. The total premium payable in relation to this was $577 out of which $144 was paid upfront and balance $433 is payable in nine equal monthly instalments of $50. The arrangement represents a financing transaction where the premium payable has been deferred. The interest payable under the arrangement amounts to $13 and the same would be recognized as part of the interest expense through the condensed consolidated statement of operations. During the three and nine months ended December 31, 2025, the interest expense so recognized was $3 and $12 respectively. The balance premium payable as at December 31, 2025 is $385.

For additional information on the vehicle loan see Note 4 – Long-term debt.

Note 4 - Long-term debt

Long-term debt consists of the following:

	December 31, 2025		March 31, 2025
Loan from the director of ATGBA	$	773	$	812
Loan from an affiliate		-		111
Non-current portion of vehicle loan		70		173
	$	843	$	1,096

For additional information on the loan from the director of Aeries Technology Group Business Accelerators Private Limited (“ATGBA”), Mr. Vaibhav Rao, to a subsidiary company and loan from an affiliate, see Note 8 – Related Party Transactions - point (g) and (d), respectively.

Vehicle loan

On December 7, 2022, the Company entered into a vehicle loan, secured by the vehicle, for INR 11,450 (or approximately $127 at the exchange rate in effect on December 31, 2025) at 10.75% from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning January 4, 2023.

On August 2, 2024, the Company entered into a vehicle loan, secured by the vehicle, for INR 8,165 (or approximately $91 at the exchange rate in effect on December 31, 2025) at 10.25% from Mercedes-Benz Financial Services India Pvt. Ltd. The Company is required to repay the loan in 48 monthly instalments beginning September 4, 2024.

As of December 31, 2025, the future maturities of debt by fiscal year are as follows:

2026	$	6
2027		870
2028		11
2029		56
2030		-
Total future maturities of debt	$	943

Note 5 - Revenue

Disaggregation of Revenue

The Company presents and discusses revenues by customer location. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors.

The following table shows the disaggregation of the Company’s revenues by major customer location. Revenues are attributed to geographic regions based upon billed client location. Substantially all of the revenue in our North America region relates to operations in the United States.

	Three Months Ended December 31,				Nine Months Ended December 31,
	2025		2024		2025		2024
North America	$	15,785	$	16,430	$	45,066	$	47,665
Asia Pacific and Other		1,675		1,177		5,083		3,482
Total revenue	$	17,460	$	17,607	$	50,149	$	51,147

Contract balances

Contract assets comprise amounts where the Company’s right to bill is contingent on something other than the passage of time. As of December 31, 2025 and March 31, 2025, the Company’s contract assets were $1,008 and $163, respectively, and were recorded within “Prepaid expenses and other current assets”, net of allowance for credit losses, on the condensed consolidated balance sheets.

Contract liabilities, or deferred revenue, comprise amounts collected from the Company’s customers for revenues not yet earned and amounts which are anticipated to be recorded as revenues when services are performed. The amount of revenue recognized in the nine months ended December 31, 2025 and 2024 that was included in deferred revenue at the beginning of each period was $264 and $247, respectively.

As of December 31, 2025 and March 31, 2025 the Company’s deferred revenue was $488 and $274, respectively, and was recorded within “Other current liabilities” on the condensed consolidated balance sheets. There was no deferred revenue classified as non-current as of December 31, 2025 and March 31, 2025.

Contract Acquisition Costs

Direct and incremental costs incurred for acquiring contracts, such as sales commissions are contract acquisition costs and thereby classified under “Other current assets” and “Other assets” in the condensed consolidated balance sheets. Such costs are amortized over the expected duration of the relationship with customers and recorded under Selling and marketing expenses in the condensed consolidated statements of income.

Note 6 - Employee Compensation and Benefits

The Company has employee benefit plans in the form of certain statutory and other programs covering its employees.

Defined Benefit Plan - Gratuity

The Company has subsidiaries in India and Mexico with employees covered by defined benefit plans. We have defined benefit plans comprised of gratuity under Payments of Gratuity Act, 1972 covering eligible employees in India & Federal Labor Law in Mexico. The present value of the defined benefit obligations and other long-term employee benefits is determined based on actuarial valuation using the projected unit credit method. The rate used to discount defined benefit obligation is determined by reference to market yields at the balance sheet date of government bonds for respective regions for the estimated term of obligations.

Actuarial gains or losses arising on account of experience adjustment and the effect of changes in actuarial assumptions are initially recognized in the condensed consolidated statements of comprehensive income, and the unrecognized actuarial loss is amortized to the condensed consolidated statements of operations over the average remaining service period of the active employees expected to receive benefits under the plan.

On November 21, 2025, the Government of India notified provisions of the Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws. The Company has assessed and disclosed the incremental impact of these changes on the basis of valuation & best information available. The adjustments for the Labour Codes represent an increase in gratuity liability arising out of past service cost by $31 primarily due to change in wage definition which is recognized in the Consolidated Statement of Comprehensive Income/(loss) for the nine months ended December 31, 2025. The Company continues to monitor the finalization of Central / State Rules and clarifications from the Government on other aspects of the Labour Code.

Changes in “Other comprehensive income / (loss)” during the three and nine months ended December 31, 2025 and 2024 were as follows:

Three Months Ended
December 31,

Nine Months Ended
December 31,

SEC Form 424B3 filed by Aeries Technology Inc.