Aeries Technology, Inc.

ITEM1A. RISK FACTORS.

Summary Risk Factors

A description of the risk factors associated with our business is contained in the Risk Factors section of the 2024 Form 10-K. There have been no material changes to our Risk Factors as therein previously reported, except as noted below:

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.

In connection with the Companys assessment of going concern considerations, management has identified conditions that raise substantial doubt about the Companys ability to continue as a going concern. As of SeptDecember 301, 2024, the Company had a cash balance of $3.62.4 million with a net operating cash inoutflow of $0.21.9 million for the sixnine months ended SeptDecember 301, 2024. The Company reported a net loss of $175.6 million for this period.

A key factor contributing to this uncertainty is the Companys obligation to settle its maturity liabilities under the FPAs by November 6, 2024. The total amount payable under these agreements is $8 million, which may be settled either in cash or equity at the discretion of the investors. In the absence of a clear and actionable plan for addressing this liability, there is a risk that the Company may lack sufficient funds to meet this obligation, further jeopardizing its financial stability. On November 6, 2024, the Company and one of the FPA holders agreed to settle the Companys FPA liability to this FPA holder in the amount of $0.6 million through the issuance of an57,811 additional 57,811 shares. However, other FPA holders have not agreed to accept shares or extend the maturity date, leaving a remaining potential cash liability of $7.5 million that may further strain the Companys financial condition and liquidity.

The Companys financial condition is further impacted by a non-renewal notice received from a significant customer, expected to result in an annual revenue loss of approximately $11.59 million. While the customers non-renewal requires a one-time buyout payment to the Company of approximately $3.1 million, this amount alone may not fully offset the anticipated revenue impact.

Managements plans to address these challenges include (i) raising additional funds through existing or new credit facilities, (ii) raising equity or equity-linked capital, (iii) restructuring current liabilities into equity or long-term obligations, and (iv) further reducing non-core expenses with a renewed focus on organic growth in the core geography we historically operate in, which is North America. There is no guarantee that these measures will be successful or that additional funding will be available on acceptable terms. Any future equity financing could significantly dilute existing shareholders ownership.

If we are unable to continue as a going concern, we may be forced to liquidate our assets, potentially at less than their carrying value, which could result in a substantial or complete loss of investor capital. Future SEC filings may also contain statements expressing doubt about our ability to continue as a going concern, which could deter investors or other financing sources from providing funding on favourable terms, if at all.

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