Aeries Technology, Inc. (formerly Worldwide Webb Acquisition Corp.) — Form 10-Q
Reporting period: Quarter and nine months ended September 30, 2023. The financial statements cover a pre-business-combination blank-check company, not Aeries’ operating business. The business combination with Aark Singapore Pte. Ltd. closed on November 6, 2023, after the reporting period.
Financial results and position
| Metric | Three months ended September 30, 2023 | Nine months ended September 30, 2023 | Comparable 2022 period |
|---|---|---|---|
| Operating revenue | None | None | None |
| General and administrative expenses | $1.60 million | $5.34 million | $1.44 million and $2.10 million, respectively |
| Net income (loss) | $(1.52) million | $(1.02) million | $(0.35) million and $9.63 million, respectively |
| Operating cash flow | +$33,723 for the nine-month period | $(409,734) for the nine-month period |
- Net results included interest and gains on trust-account investments, as well as changes in the fair value of warrant liabilities. The nine-month 2022 profit included a $10.40 million warrant fair-value gain and a gain related to waived underwriting fees; the nine-month 2023 period instead recorded a $0.39 million warrant fair-value loss.
- At September 30, 2023, cash outside the trust was $8,412; trust-account marketable securities were $49.99 million; current liabilities were $9.39 million; and the working-capital deficit was $9.34 million. Shareholders’ deficit was $10.24 million.
- The company reported a $557,810 related-party promissory note payable by the earlier of the business combination or April 22, 2024. No conventional operating-business margin measures are meaningful because the company had no operations or revenue.
Material changes and transaction developments
- In April 2023, shareholders redeemed 18,281,946 public shares for approximately $189.4 million, leaving 4,718,054 redeemable shares at September 30. Trust-account investments fell from $234.72 million at December 31, 2022 to $49.99 million at September 30, 2023.
- After quarter-end, an October extension vote resulted in another 938,987 share redemptions for approximately $10.0 million; the filing reported approximately $40.3 million remaining in trust after that vote. The business combination closed November 6, 2023, and the company changed its name to Aeries Technology, Inc.
- A $5.0 million PIPE subscription for 1,033,058 shares had not been issued as of September 30 and was subject to closing conditions. Subsequent subscription agreements and other transaction arrangements are also described in the filing.
Outlook, risks and controls
- The company had no operating revenue before the business combination. Its results primarily reflected public-company, transaction and administrative costs, offset by trust-account investment income.
- Management stated that mandatory liquidation if a business combination was not completed by April 22, 2024 would raise substantial doubt about the company’s ability to continue as a going concern. The filing also notes limited cash, a working-capital deficit, and reliance on possible Sponsor loans, which the Sponsor was not obligated to provide.
- Potential additional financing or share redemptions could affect cash available for a transaction. The filing discusses possible dilution or debt-related risks and a potential U.S. stock-repurchase excise tax. It reported no material market-risk exposure from its short-term trust investments.
- Disclosure controls and procedures were reported ineffective because of a material weakness in financial-statement review. Management planned stronger review procedures and documentation but gave no assurance that remediation would be effective.
- The filing reported no legal proceedings, defaults on senior securities, or material changes to the risk factors in the prior annual report.
Important facts for investors to verify
- Post-closing capitalization, cash proceeds, redemptions, PIPE funding and any other transaction financing in subsequent filings.
- Whether the financial-statement review material weakness has been remediated, and whether subsequent filings identify related errors.
- How much cash remained available to the combined company after redemptions, transaction costs, liabilities and any applicable excise tax.
- The combined company’s operating results and outlook; this 10-Q does not provide Aeries’ post-combination operating performance or guidance.