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United States securities and exchange commission logo
January 30, 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. 1 to
Registration Statement on Form S-1
Filed January 17,
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.
Unless we note otherwise,
any references to prior comments are to comments in our January 4, 2024
letter.
Amendment No. 1 to Registration Statement on Form S-1 filed January 17,
2024
Cover Page
1. In your revised
disclosure responsive to prior comment 3 here and on page 33, you
state that the Class A
ordinary shares being offered for resale pursuant to this prospectus
"represent
approximately 425.2% of the Class A ordinary shares outstanding as of January
11, 2024," while on
page 67, you state that this percentage refers to "our public float."
Please revise for
consistency.
2. We note your response
to prior comment 10 and added disclosure on page 33 of potential
profit that certain
selling securityholders will earn based on the current trading price.
Please revise to
provide this disclosure on the prospectus cover page as well. Additionally,
Sudhir Panikassery
Aeries Technology, Inc.
January 30, 2024
Page 2
please clarify the potential return associated with the 3,711,667 Class A
ordinary shares
issued pursuant to certain subscription agreements and subject to the
forward purchase
arrangement discussed on page 46.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 44
3. We note your response to prior comment 8 and added disclosure regarding
the Forward
Purchase Agreements on page 46. Please further elaborate on the mechanics
of the
Forward Purchase Agreements, their impact to your financial condition,
and how they
operate in conjunction with the related Subscription Agreements. Clarify
how the
purchase price of the shares subject to the Forward Purchase Agreements
has been or will
be paid to the company, whether such payment is subject to return to the
FPA holders
pursuant to the Forward Purchase Agreements, and what will happen to the
unsold shares
held by the FPA holders at the end of the one-year term of the Forward
Purchase
Agreements. For example, please explain how payment to the company under
the
Subscription Agreements works in relation to the "prepayment" provisions
of the Forward
Purchase Agreements.
Aeries' Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources, page 67
4. We note your response to prior comment 6 and reissue in part. 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,
expand your
discussion of capital resources to address any changes in the company s
liquidity position
since the business combination. If there has been no material change in
your liquidity
position since the closing of the business combination in November 2023,
please revise to
state as much.
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
January 30, 2024 Page 2
cc: Lance Hancock
FirstName LastName