| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | SEC FILE NUMBER | |
| WASHINGTON, D.C. 20549 | 001-40920 | |
| FORM 12b-25 | CUSIP NUMBER | |
| G0136H102 | ||
| NOTIFICATION OF LATE FILING |
| (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR | |
| For Period Ended: June 30, 2024 | |
| ☐ Transition Report on Form 10-K | |
| ☐ Transition Report on Form 20-F | |
| ☐ Transition Report on Form 11-K | |
| ☐ Transition Report on Form 10-Q | |
| ☐ Transition Report on Form N-SAR |
| For the Transition Period Ended: _______________________ |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Aeries Technology, Inc.
Full Name of Registrant:
Worldwide Webb Acquisition Corp.
Former Name if Applicable:
60 Paya Lebar Road, #08-13
Paya Lebar Square
Address of Principal Executive Office (Street and Number):
Singapore, 409051
City, State and Zip Code:
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☐ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Aeries Technology, Inc.’s (the “Registrant”) has determined that it is not able to file its quarterly report on Form 10-Q for the quarter ended June 30, 2024 (the “Form 10-Q”) within the prescribed time period without unreasonable efforts or expense. As disclosed in the Registrant’s Current Report on Form 8-K filed with the SEC on August 15, 2024, the Audit Committee of the Board of Directors of the Registrant replaced KNAV CPA LLP with Manohar Chowdhry & Associates as the Registrant’s independent registered public accounting firm, effective as of August 11, 2024. The Registrant, while making efforts to expedite the process, requires additional time to finalize and allow its new auditors to complete the review of the financial statements to be included in the Form 10-Q.
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PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Rajeev Gopala Krishna Nair | (919) | 228-6404 | |||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). | Yes ☐ No ☒ | |
Annual Report on Form 10-K for the year ended March 31, 2024
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| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | Yes ☒ No ☐ | |
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
As a result of the Registrant’s business combination on November 6, 2023 and the related transactions, the Registrant anticipates significant changes in its results of operations for the quarter ended June 30, 2024, as will be reflected in the Form 10-Q. However, until the review is complete and the results are evaluated by the Registrant’s management and its independent registered public accounting firm, the Registrant cannot currently quantify these changes to its preliminary results of operations or financial condition for the quarter ended June 30, 2024.
Forward-Looking Statements
This Form 12b-25 contains forward-looking statements, including statements about the financial condition, results of operations, earnings outlook and prospects of the Registrant. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the Registrant’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by the Registrant.
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SIGNATURE
Aeries Technology, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Aeries Technology, Inc. | ||
| Date: August 15, 2024 | By: | /s/ Rajeev Gopala Krishna Nair |
| Rajeev Gopala Krishna Nair | ||
| Chief Financial Officer | ||
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