Aeries Technology, Inc.
For the period ended Dec 31, 2025. Filed Feb 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 9, 2026
AERT$5.43-2.3%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001829126-25-008937
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-09.
0001829126-26-001091
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 17 previous paragraphs and 16 current paragraphs.
9 unchanged; 7 reworded; 0 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
A description of the risk factors associated with our business is contained in the “Risk Factors” section of the 2025 Form 10-K. There have been no material changes to our Risk Factors as therein previously reported, except as noted below:
Removed paragraphs (1)
Previous report
The Company’s financial condition is further impacted by a non-renewal notice received on April 29, 2025 and effective September 26, 2025 from a significant customer, expected to result in an annual revenue loss of approximately $4.0 million. While the customer’s non-renewal requires a one-time buyout payment to the Company of approximately $1.6 million, this amount alone may not fully offset the anticipated revenue impact.
Reworded paragraphs (7)
Previous wording
We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern, including obligations under the FPAs and the termination of a significant customer contract.
Current wording
We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern, including obligations under Forward Purchase Agreements (“FPAs”) and the termination of a significant customer contract.
Previous wording
In connection with the Company’s assessment of going concern considerations, management has identified conditions that raise substantial doubt about the Company’s ability to continue as a going concern. As of September 30, 2025, the Company had a cash balance of $1.87 million with a net operating cash inflow of $2.39 million for the six months ended September 30, 2025. The Company reported a net profit of $2.32 million for this period.
Current wording
In connection with the Company’s assessment of going concern considerations, management has identified conditions that raise substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2025, the Company had a cash balance of $2.6 million with a net operating cash inflow of $4.76 million for the nine months ended December 31, 2025. The Company reported a net profit of $3.56 million for this period.
Previous wording
As of September 30, 2025, the Company had a working capital deficit of $8.45 million primarily due to current liabilities related to the FPAs of $4.14 million (as defined below), short term borrowings of $4.37 million, and certain business combination related payable balances.
Current wording
As of December 31, 2025, the Company had a working capital deficit of $7.12 million primarily due to current liabilities related to the FPAs of $4.09 million, short term borrowings of $3.08 million, and certain business combination related payable balances.
Previous wording
These FPAs were liquidity arrangements entered into as part of the Business Combination consummated as of November 6, 2023. Under these liquidity arrangements, certain investors agreed not to redeem their holdings in WWAC in exchange for the Company entering into the FPAs. As of the date of this Form 10-Q report, the remaining balance owed to the FPA holders is approximately $4.14 million. The maturity consideration may be settled either in cash or equity at the option of the FPA holders. We do not have sufficient cash from operations or cash reserves to pay the maturity consideration in cash. Paying the maturity consideration in cash would reduce the amount of cash on hand or available debt capacity to fund our operations, which could adversely affect our ability to make necessary investments, and, therefore, could affect our results of operations.
Current wording
These FPAs were liquidity arrangements entered into as part of the Business Combination consummated as of November 6, 2023. Under these liquidity arrangements, certain investors agreed not to redeem their holdings in WWAC in exchange for the Company entering into the FPAs. As of the date of this Form 10-Q report, the remaining balance owed to the FPA holders (as defined below) is approximately $4.09 million. The maturity consideration may be settled either in cash or equity at the option of the FPA holders. We do not have sufficient cash from operations or cash reserves to pay the maturity consideration in cash. Paying the maturity consideration in cash would reduce the amount of cash on hand or available debt capacity to fund our operations, which could adversely affect our ability to make necessary investments, and, therefore, could affect our results of operations.
Previous wording
We may be required to make a cash payment of approximately $4.14 million or issue certain additional Class A ordinary shares to the investors with whom we entered into Forward Purchase Agreements in connection with the closing of the Business Combination, which would reduce the amount of cash available to us to fund our operations or dilute the percentage ownership held by the investors
Current wording
We may be required to make a cash payment of approximately $4.09 million or issue certain additional Class A ordinary shares to the investors with whom we entered into FPAs in connection with the closing of the Business Combination, which would reduce the amount of cash available to us to fund our operations or dilute the percentage ownership held by the investors
Previous wording
On and around November 3, 2023 and November 5, 2023, we entered into Forward Purchase Agreements (the “Forward Purchase Agreements” or “FPA”) with certain investors (the “FPA holders”), pursuant to which we agreed to make a cash payment in respect of up to approximately 4 million Class A ordinary shares then held by the FPA holders (subject to certain conditions set forth in the Forward Purchase Agreements) (the “FPA Shares”), at the end of the contract period of one year (the “Maturity Date”). Pursuant to the terms of the Forward Purchase Agreements, each FPA holder further agreed not to redeem any of our Class A ordinary shares owned by it at such time.
Current wording
On and around November 3, 2023 and November 5, 2023, we entered into FPAs with certain investors (the “FPA holders”), pursuant to which we agreed to make a cash payment in respect of up to approximately 4.00 million Class A ordinary shares then held by the FPA holders (subject to certain conditions set forth in the FPAs) (the “FPA Shares”), at the end of the contract period of one year (the “Maturity Date”). Pursuant to the terms of the FPAs, each FPA holder further agreed not to redeem any of our Class A ordinary shares owned by it at such time.
Previous wording
If we are required to satisfy our obligations under the FPA with cash payments to the FPA holders, the amount of cash on hand to fund our operations would be reduced accordingly, which could adversely affect our ability to make necessary investments, and, therefore, could affect our results of operations. If we are required to issue additional Class A ordinary shares in respect of the FPA Shares, the ownership percentage held by our current shareholders will be diluted.
Current wording
If we are required to satisfy our obligations under the FPA with cash payments to the FPA holders, as we are with respect to Sandia pursuant to Amendment No.2 which requires an initial amortization payment of $0.1 million on March 31,2026 and monthly amortization payments of $75,000 starting in April 2026, the amount of cash on hand to fund our operations would be reduced accordingly, which could adversely affect our ability to make necessary investments, and, therefore, could affect our results of operations. If we are required to issue additional Class A ordinary shares in respect of the FPA Shares, as we were required to pursuant to the Letter Agreement with Sandia, the ownership percentage held by our current shareholders will be diluted.