Business Context and Reporting Period
Company: Aeries Technology, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 22, 2026
Event: Entry into Amendment No. 2 to a Letter Agreement with Sandia Investment Management LP regarding an OTC Equity Prepaid Forward Transaction.
Key Financial Metrics
This filing does not report standard operating metrics such as revenue, profit, or cash flow. The primary financial data disclosed relates to a specific debt obligation:
- Outstanding Liability: $1,812,063.23 payable to Sandia Investment Management LP as of January 22, 2026.
- Interest Rate: 15% per annum, calculated monthly on the Outstanding Amount.
- Amortization Schedule:
- Initial payment: $100,000 due March 31, 2026.
- Subsequent payments: $75,000 monthly starting April 2026.
- Share Repurchase Mechanism: Sandia may return Class A ordinary shares valued at $1.00 per share to the Company to offset cash payments.
Material Changes
Amendment No. 2 modifies the terms of the existing Letter Agreement and Forward Purchase Agreement as follows:
- Extension of Term: The "Designated Period" for share sell-downs is extended until the Outstanding Amount is paid in full, rather than ending on December 31, 2025.
- Payment Structure: Establishes a fixed amortization schedule for the debt, replacing or supplementing previous reliance solely on share sell-downs.
- Interest Accrual: Introduces a 15% annual interest charge on the outstanding balance, with payments commencing in January 2026.
- Offset Mechanism: Proceeds from Sandia's sell-down of shares (up to $1.05 per share) will be applied to reduce the Outstanding Amount.
Outlook, Risks, and Contingencies
Management Commentary: The filing clarifies payment obligations in the event of a Change in Control or delisting of Class A ordinary shares from the Nasdaq Capital Market.
Risks and Contingencies:
- Dilution Risk: The agreement provides for the issuance of "Additional Shares" to Sandia if the liability is not fully satisfied by share sell-downs. The number of Additional Shares is calculated based on the remaining liability divided by the greater of the 30-day VWAP or $1.00, with a minimum issuance of 500,000 shares.
- Liquidity Pressure: The Company must make monthly cash payments starting in April 2026 if share sell-downs do not cover the amortization amount.
Investor Verification Checklist
- Verify the current market price of Aeries Technology, Inc. (AERT) relative to the $1.05 sell-down floor and the $1.00 share return value.
- Confirm the Company's cash position to ensure it can meet the $75,000 monthly amortization payments starting April 2026.
- Review the total number of shares currently held by Sandia to assess potential dilution from the minimum 500,000 Additional Shares clause.
- Monitor the 30-day volume-weighted average price (VWAP) to estimate the potential share issuance required to settle the remaining liability.