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United States securities and exchange commission logo
January 4, 2024
Sudhir Panikassery
Chief Executive Officer
Aeries Technology, Inc.
60 Paya Lebar Road, #08-13
Paya Lebar Square
Singapore 409051
Re: Aeries Technology,
Inc.
Registration
Statement on Form S-1
Filed December 20,
2023
File No. 333-276173
Dear Sudhir Panikassery:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed December 20, 2023
Cover Page
1. For each of the
securities being registered for resale, disclose the price or other
consideration that the
selling securityholders paid for such securities. In this regard, we
note that the price or
consideration is specified for many but not all of the securities. For
example, the price or
consideration given for the 3,711,667 Class A ordinary shares issued
to private placement
investors pursuant to subscription agreements dated on and around
November 5, 2023 and
November 6, 2023, as well as the 5,638,530 Class A ordinary
shares issued to Innovo
Consultancy DMCC, is not disclosed.
2. Where you provide the
market price of your Class A ordinary shares, disclose the exercise
price of the warrants.
As the warrants appear to be out the money, please also disclose the
likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure
Sudhir Panikassery
FirstName LastNameSudhir Panikassery
Aeries Technology, Inc.
Comapany
January NameAeries Technology, Inc.
4, 2024
January
Page 2 4, 2024 Page 2
FirstName LastName
in the prospectus summary, risk factors, MD&A, and use of proceeds
sections, and
disclose that cash proceeds associated with the exercises of the
warrants are dependent
upon the share price. As applicable, describe the impact on your
liquidity and update the
discussion of the ability of your company to fund your operations on a
prospective basis
with your current cash on hand.
3. We note the significant number of redemptions of your Class A ordinary
shares in
connection with your business combination and that the shares being
registered for resale
will constitute a significant percentage of your public float. Please
disclose the percentage
of outstanding shares being offered for resale pursuant to this
registration statement, both
based on your current outstanding share figure and your outstanding
share figure
assuming the issuance of all 52,929,181 Class A ordinary shares
offered pursuant to this
registration statement. Additionally, the shares being registered for
resale seem to have
been purchased by the selling securityholders for prices considerably
below the current
market price of the Class A ordinary shares. Highlight the significant
negative impact that
sales of shares on this registration statement could have on the
public trading price of the
Class A ordinary shares.
Risk Factors, page 15
4. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A ordinary shares. To illustrate this risk, disclose the
purchase prices of the Class A
ordinary shares being registered for resale and the percentage that
these shares represent
of the total number of shares outstanding, both based on your current
outstanding share
figure and your outstanding share figure assuming the issuance of all
52,929,181 Class A
ordinary shares offered pursuant to this registration statement. Also
disclose that even
though the current trading price is significantly below the SPAC IPO
price, private
investors have an incentive to sell because they will still profit on
sales because the
price at which they purchased their shares is lower than the price
paid by public investors.
Aeries' Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 54
5. We note that projected revenues for the year ending December 31, 2023
were $78.9
million, as set forth in the unaudited prospective financial
information prepared by Aeries'
management and provided to the Board of Directors of the SPAC and its
financial
advisors in connection with the evaluation of the business
combination. We also note that
your actual revenues for the six months ended September 30, 2023 were
approximately
$33.9 million. Because your projected revenues were based upon the
year ending
December 31, 2023 rather than a fiscal year ending March 31, 2024,
please confirm your
aggregate revenues for the first nine months of calendar year 2023. If
this figure indicates
that you will miss the $78.9 million revenue projection, as appears to
potentially be the
case, please update your disclosure regarding liquidity and capital
resources, and
elsewhere, to provide updated information about the company's
financial position and
Sudhir Panikassery
FirstName LastNameSudhir Panikassery
Aeries Technology, Inc.
Comapany
January NameAeries Technology, Inc.
4, 2024
January
Page 3 4, 2024 Page 3
FirstName LastName
further risks to the business operations and liquidity in light of
these circumstances.
Liquidity and Capital Resources, page 62
6. In light of the significant number of redemptions, consideration paid
pursuant to Non-
Redemption Agreements and other uses of funds held in the SPAC's trust
account, and the
unlikelihood that the company will receive significant proceeds from
exercises of the
warrants because of the disparity between the exercise price of the
warrants and the
current trading price of the Class A ordinary shares, expand your
discussion of capital
resources to address any changes in the company's liquidity position
since the business
combination. If the company is likely to have to seek additional
capital, discuss the effect
of this offering on the company's ability to raise additional capital.
7. We note your statement that you "may raise additional funds through
public or
private...equity financing." Please expand your discussion here to
reflect the fact that this
offering involves the potential sale of a substantial portion of
shares for resale and discuss
how such sales could impact the market price of the Class A ordinary
shares and,
therefore, the amount of potential proceeds available to you. Your
discussion should
highlight the fact that Innovo Consultancy DMCC, a beneficial owner of
36.1% of your
outstanding Class A ordinary shares, will be able to sell all of its
shares for so long as this
registration statement is available for use.
8. We note that, pursuant to your Forward Purchase Agreements with
certain investors, you
will be required to pay the Maturity Consideration (as defined in the
Forward Purchase
Agreements) upon settlement of the agreements at the first anniversary
of the closing of
the business combination. We also note your disclosure on page 51 that
the related net
derivative asset of $32.4 million recorded in your unaudited pro forma
condensed
combined balance sheet as of September 30, 2023 is subject to
re-measurement and
change. Please revise to discuss these agreements and the risks they
may pose to other
holders. For example, discuss payment of the Maturity Consideration
and how this may
impact the cash you have available for other purposes and to execute
your business
strategy.
Item 16. Exhibits and Financial Statement Schedules, page II-3
9. We note that the legal opinion of Walkers (Cayman) LLP filed as
Exhibit 5.1 to the
registration statement does not appear to cover all of the securities
being registered for
resale. The opinion references the resale of a total of 3,774,335
Class A ordinary shares,
whereas the cover page of the registration statement indicates that
the prospectus relates to
the resale of an aggregate of 13,485,870 Class A ordinary shares.
Further, the
opinion references "the issuance of up to 361,338 Class A ordinary
shares to certain
vendors and third parties in lieu of cash as consideration for
expenses incurred in
connection with the business combination," while the cover page
suggests that the resale,
rather than issuance, of these shares is being registered. The
legality of the 9,527,810
warrants being registered for resale also does not appear to be
covered by this opinion.
Sudhir Panikassery
Aeries Technology, Inc.
January 4, 2024
Page 4
Please provide a revised, signed opinion or opinions as to the
legality of all securities
being registered.
General
10. Revise your prospectus to highlight the differences in the current
trading price of the Class
A ordinary shares, the prices at which the Sponsor, PIPE investors,
and other selling
securityholders acquired their shares and warrants, and the price at
which the public
securityholders acquired their shares and warrants. Disclose that
while the Sponsor, PIPE
investors, and other selling securityholders may experience a positive
rate of return based
on the current trading price, the public securityholders may not
experience a similar rate
of return on the securities they purchased due to differences in the
purchase prices and the
current trading price. Please also disclose the potential profit that
the various selling
securityholders will earn based on the current trading price. Include
appropriate risk factor
disclosure on this topic.
11. Please revise to update your disclosures throughout the filing and
address areas that
appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
where disclosure should be updated are as follows:
You refer to projected financial information" on pages 7 and 18
but we could not
find these projected results.
You state on page 33 that shareholders "...may be diluted by the
future issuance of
additional Class A ordinary shares..." Please update this disclosure
to reflect that this
registration statement is facilitating such dilution by registering
the issuance of
additional Class A ordinary shares.
Throughout the "Description of the Business Combination" section
beginning on
page 41, you describe actions connected to the business combination
in prospective
terms. For example, you state, "...at the Closing, WWAC and AARK
will
consummate the Business Combination..." and "...the Company will
issue to NewGen
Advisors and Consultants...one Class V ordinary share of the
Company..." Please
revise this section in light of the consummation of the business
combination.
FirstName
LastNameSudhir
You refer on pagePanikassery
142 to a discussion of certain restrictions upon
transfer in the
Comapany section
NameAeries
entitled "SecuritiesInc.
Technology, Eligible for Resale - Lock-Up
Agreements" however we
could not
January 4, 2024 Page 4locate such discussion.
FirstName LastName
Sudhir Panikassery
FirstName LastNameSudhir Panikassery
Aeries Technology, Inc.
Comapany
January NameAeries Technology, Inc.
4, 2024
January
Page 5 4, 2024 Page 5
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Rebekah Reed at 202-551-5332 or Mara Ransom at
202-551-3264 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Lance Hancock