United States securities and exchange commission logo
March 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.
Amendment No. 3 to
Registration Statement on Form S-1
Filed February 26,
2024
File No. 333-276173
Dear Sudhir Panikassery:
We have reviewed your amended registration statement and have the
following
comment(s).
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.
Amendment No. 3 to Registration Statement on Form S-1 filed February 26,
2024
Aeries' Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources, page 72
1. Please restore in this
section disclosure relating to the following topics that were raised in
our prior comment
letters or tell us why you believe such disclosure should not be
provided:
comparison of the
projected revenues prepared in connection with the evaluation of
the business
combination and your actual revenues, and any resulting impacts to your
financial position;
any changes in the
company's liquidity position since the closing of the business
combination, or an
indication that there have been no such material changes; and
payment of the
Maturity Consideration pursuant to the Forward Purchase Agreements
and how this may
impact the cash you have available for other purposes and to
Sudhir Panikassery
Aeries Technology, Inc.
March 4, 2024
Page 2
execute your business strategy.
Please contact Rebekah Reed at 202-551-5332 or Mara Ransom at
202-551-3264 with
any other questions.
Sincerely,
FirstName LastNameSudhir Panikassery
Division of Corporation
Finance
Comapany NameAeries Technology, Inc.
Office of Trade &
Services
March 4, 2024 Page 2
cc: Lance Hancock
FirstName LastName