UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
AERIES TECHNOLOGY, INC.
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G0136H102
(CUSIP Number)
Venu Raman Kumar
74
Trevose Crescent
Singapore 298086
(919) 228-6404
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 21, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. G0136H102
| 1 |
NAME OF REPORTING PERSON
Venu Raman Kumar | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | |
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Arab Emirates | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
22,460,000(1) | |
| 8 |
SHARED VOTING POWER
5,638,530(1) | ||
| 9 |
SOLE DISPOSITIVE POWER
22,460,000(1) | ||
| 10 |
SHARED DISPOSITIVE POWER
5,638,530(1) | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,098,530 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.13% | ||
| 14 |
TYPE OF REPORTING PERSON
IN | ||
| 1 | Includes (i) 5,638,530 Class A ordinary shares (the “Class A Ordinary Shares”) of Aeries Technology, Inc. (the “Issuer”) held directly by Innovo Consultancy DMCC (“Innovo”), which is wholly owned by Mr. Kumar, (ii) 21,337,000 Class A Ordinary Shares held directly by Mr. Kumar, and (iii) the right to acquire up to 1,123,000 Class A Ordinary Shares pursuant to that certain Exchange Agreement. |
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| 1 |
NAME OF REPORTING PERSON
Innovo Consultancy DMCC | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | |
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Arab Emirates | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | |
| 8 |
SHARED VOTING POWER
5,638,530(1) | ||
| 9 |
SOLE DISPOSITIVE POWER
0 | ||
| 10 |
SHARED DISPOSITIVE POWER
5,638,530(1) | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,638,530 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.79% | ||
| 14 |
TYPE OF REPORTING PERSON
CO | ||
| 1 | Includes 5,638,530 Issuer Class A Ordinary Shares held directly by Innovo. Mr. Kumar is the sole owner of Innovo and the chair of the board of directors of Innovo. |
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This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”), further amends and supplements the Schedule 13D filed by the Reporting Persons on December 13, 2023, as amended by Amendment No. 1 filed on March 28, 2024 and Amendment No. 2 filed on April 9, 2024 (as amended, this “Schedule 13D”), relating to the Class A ordinary shares (the “Class A Ordinary Shares”) of Aeries Technology, Inc. (the “Issuer”). This Amendment No. 3 is being jointly filed by Mr. Venu Raman Kumar and Innovo Consultancy DMCC (collectively, the “Reporting Persons”).
The Items below amend and supplement the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
(a)-(b) of Item 5 of the Schedule 13D is hereby amended as set forth below.
(a) – (b) Calculations of the percentage of shares of Class A Ordinary Shares beneficially owned assumes that there were 44,102,041 Class A Ordinary Shares outstanding as of the date of this report, based on information provided by the Issuer. The change in the Reporting Persons’ percentage beneficial ownership reported in this Amendment No. 3 resulted solely from the increase in the number of outstanding Class A Ordinary Shares. Neither of the Reporting Persons has disposed of or acquired any Class A Ordinary Shares since the filing of Amendment No. 2 to Schedule 13D on April 9, 2024.
Mr. Kumar is the sole owner of Innovo and the chairman of the board of Innovo and is deemed to be the beneficial owner of all of the securities held by Innovo.
The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shares power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of, and the footnotes included on, the cover pages of this Amendment No. 3, all of which are incorporated herein by reference.
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SIGNATURE
After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 25, 2024
|
By: |
/s/ Venu Raman Kumar | |
| Name: | Venu Raman Kumar |
Innovo Consultancy DMCC |
||
| By: | /s/ Venu Raman Kumar | |
| Name: | Venu Raman Kumar | |
| Title: | Chairman of the Board | |
[Signature Page to Schedule 13D]
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