UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 229, 2026

Aeries Technology, Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40920

98-1587626

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

60 Paya Lebar Road, #08-13

Paya Lebar Square
Singapore

409051

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (919) 228-6404

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	AERT	Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	AERTW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102. ~~Entry~~Results ~~Into~~of AOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement.~~Condition

On ~~January~~February 229, 2026, Aeries Technology, Inc. (~~“Aeries” or~~ the “Company”) ~~entered~~issued ~~into~~a ~~Amendment~~press ~~No.~~release 2containing ~~(“Amendment~~its ~~No.~~financial ~~2”)~~results tofor the ~~Letter~~quarter ~~Agreement,~~ended ~~dated~~December ~~September 16~~31, 2025. ~~(as~~A ~~amended,~~copy ~~the~~of ~~“Letter Agreement”), by and between~~ the ~~Company and Sandia Investment Management LP (“Sandia”)~~ ~~with~~press ~~respect~~release tois ~~that~~attached ~~certain~~hereto ~~Confirmation of OTC Equity Prepaid Forward Transaction, dated~~ as ofExhibit ~~November~~99.1 ~~3, 2023, by~~ and ~~between~~is ~~the Company~~incorporated ~~and~~herein ~~Sandia, as amended~~ by ~~that~~reference. ~~certain~~The ~~Forward~~Company ~~Purchase~~filed ~~Agreement~~its ~~Confirmation~~Quarterly ~~Amendment,~~Report ~~dated~~on ~~as of November 3, 2023, as amended~~Form ~~and~~10-Q ~~restated~~for bythe ~~that~~quarter ~~certain~~ended ~~Confirmation~~December ~~of OTC Equity Prepaid Forward Transaction~~31, ~~dated~~2025 ason ofFebruary ~~November 27~~9, ~~2024 (as amended and restated, the “Forward Purchase Agreement”)~~2026.

The ~~Letter~~information ~~Agreement~~in ~~primarily~~this ~~(1)~~Current ~~provides~~Report ~~for sales~~on ~~of Class A ordinary shares held by Sandia issued pursuant to the Forward Purchase Agreement (the “FPA Shares”) to offset~~Form ~~the~~8-K ~~Company’s~~and ~~payment obligations to Sandia under~~ the ~~Forward~~exhibit ~~Purchase~~attached ~~Agreement~~hereto atis abeing ~~sales~~furnished ~~price~~and shall not ~~lower~~be ~~than~~deemed ~~$1.05 per share continuing through December 31, 2025 (the~~ “~~Designated Period~~filed”), ~~(2) provides~~ for ~~the~~purposes ~~issuance and registration~~ of ~~additional Class~~Section A18 ~~ordinary shares (the “Additional Shares”) to Sandia in an amount equal to (a) the result~~ of ~~dividing (i)~~ the ~~remaining~~Securities ~~liability~~Exchange atAct ~~the end~~ of ~~the~~1934, ~~Designated~~as ~~Period~~amended by (~~ii)~~ the ~~greater~~“Exchange ~~of (x~~Act”) ~~the 30-day volume-weighted average price per Class A ordinary share on the Nasdaq Capital Market for the 30 trading days immediately preceding the expiration of the Designated Period~~ or ~~(y)~~otherwise ~~$1.00 per~~subject ~~share,~~to ~~minus (b)~~ the ~~number~~liabilities of ~~remaining~~that ~~FPA Shares held by Sandia at the end of the Designated Period~~section, ~~provided~~nor ~~that the total number of the Additional Shares issued~~ shall ~~not~~ it be ~~less~~deemed ~~than~~incorporated ~~500,000~~by ~~Class~~reference Ain ~~ordinary~~any ~~shares,~~filing ~~and (3) clarifies the Company’s payment obligations~~ under the ~~Forward~~Securities ~~Purchase~~Act ~~Agreement in the case~~ of a1933, ~~Change in Control (~~as ~~defined~~amended, inor the ~~Letter~~Exchange ~~Agreement)~~Act, orregardless ~~the~~of ~~delisting~~any ofgeneral ~~the~~incorporation ~~Company’s~~language ~~Class~~in Asuch ~~ordinary shares from the Nasdaq Capital Market~~filing.

Amendment No. 2 primarily (1) acknowledges that, as of the date of Amendment No. 2, the outstanding amount payable by the Company to Sandia under the Letter Agreement is $1,812,063.23 (the “Outstanding Amount”), subject to reduction pursuant to sell-downs of Class A ordinary shares in accordance with the Letter Agreement, (2) authorizes the amortization of the Outstanding Amount starting with an initial amortization payment of $100,000 on March 31, 2026 and then monthly amortization payments of $75,000 starting in April 2026 (with a corresponding return of Class A ordinary shares, valued at $1.00 per share, to the Company to the extent Sandia receives such payment), (3) provides for the accrual of interest at a rate of 15% per annum, calculated monthly, on the Outstanding Amount, with monthly interest payments starting in January 2026, (4) provides for the proceeds received by Sandia from the sell-down of Class A ordinary shares in accordance with the Letter Agreement, up to $1.05 per share, to be applied as a reduction of the Outstanding Amount, and (5) extends the Designated Period until the date on which the Outstanding Amount has been paid in full, unless earlier terminated in accordance with the Letter Agreement.

The foregoing summary of Amendment No. 2 is qualified in its entirety by reference to the text of the document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 2 to Letter Agreement, dated January 22, 2026, by and between Aeries Technology, Inc. and Sandia Investment Management LP
99.1		Press Release dated February 9, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Aeries Technology, Inc.
	A Cayman Islands exempted company
Date: January 28, 2026	By:	/s/ Daniel S. Webb
Date: February 9, 2026	By:	/s/ Daniel S. Webb
		Daniel S. Webb
		Chief Financial Officer

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