Business Context and Reporting Period
This Form 8-K was filed by Aeries Technology, Inc. (f/k/a Worldwide Webb Acquisition Corp.) on February 6, 2024, reporting events occurring on February 1, 2024. The Company, incorporated in the Cayman Islands, operates as an emerging growth company. The filing primarily addresses a change in the Company's independent registered public accounting firm following a business combination with Aark Singapore Pte. Ltd. ("AARK").
Key Financial Metrics
This filing does not contain current revenue, profit, cash flow, margin, debt, or liquidity figures. The document references historical financial statements audited by the former firm, Marcum LLP, which included an explanatory paragraph noting substantial doubt regarding the Company's ability to continue as a going concern as of December 31, 2022, due to insufficient cash and working capital.
Material Changes
- Dismissal of Auditor: The Audit Committee dismissed Marcum LLP as the independent registered public accounting firm, effective February 1, 2024.
- Appointment of New Auditor: KNAV CPA LLP was appointed as the successor independent registered public accounting firm, effective immediately for the fiscal year ending March 31, 2024.
- Restatement of Financials: The Company previously disclosed a restatement of financial statements (including audited carve-out statements and pro forma information) to correct misreporting of basic and diluted earnings per share and the number of issued and paid-up common stock.
Management Commentary, Risks, and Contingencies
Reason for Change: The change in auditors was not the result of any disagreements regarding accounting principles, practices, or audit scope. Marcum's prior reports did not contain adverse opinions or disclaimers, aside from the going concern qualification.
Internal Control Weaknesses: The filing highlights material weaknesses in internal control over financial reporting. These weaknesses are attributed to:
- Improper segregation of duties.
- Inadequate processes for the timely recording of significant events and material transactions.
- Inadequate design and implementation of information and communication policies and procedures.
- Deficiencies in monitoring activities.
Consultation: The Company confirmed that no consultations occurred with the new auditor, KNAV, regarding accounting principles or reportable events prior to their appointment, except for discussions regarding the previously disclosed restatement.
Investor Verification Checklist
- Verify the details of the financial restatement filed on December 13, 2023, specifically regarding the correction of earnings per share and share count.
- Review the Company's plan to remediate the identified material weaknesses in internal controls over financial reporting.
- Assess the current liquidity position and going concern status, given the prior auditor's qualification regarding insufficient working capital as of December 31, 2022.
- Confirm the transition timeline and scope of work for the new auditor, KNAV CPA LLP.