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 2025 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 JuneSeptember 30, 2025, the Company had a cash balance of $2.141.87 million with a net operating cash inflow of $1.372.39 million for the threesix months ended JuneSeptember 30, 2025. The Company reported a net profit of $1.682.32 million for this period.

As of JuneSeptember 30, 2025, the Company had a working capital deficit of $10.628.45 million, primarily due to current liabilities related to the FPAs of $3.784.14 million (as defined below), short term borrowings of $5.404.37 million, and remcertaining due to other current liabilities such as accrued compens business combination benefits and other accrualrelated payable balances.

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 $3.784.14 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.

The Companys 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 customers 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.

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. Our future profitability depends on our ability to generate revenue in excess of our expenses, including costs relating to the maintenance of our business and debt service requirements. The Company is hopeful of accomplishing its objectives through these measures in the anticipated time frame and also expects that the funds available through the above-mentioned arrangements will be sufficient to alleviate the doubts about the Companys ability to continue as a going concern. However, there is no guarantee of the success of these efforts.

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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 favorable terms, if at all.

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We may be required to make a cash payment of approximately $3.784.14 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

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.

We are required toThe remaining FPA holders holding shares as on September 30, 2025 have requested cash for their shares. Some FPA holders have sold some of their shares in the open make a rket, reducing the amount they are owed.

If we are required to satisfy our obligations under the FPA with cash payment of $2.00 s to the FPA holders, the amount of cash on hand to fund our oper FPA Share, or issations 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 to suchin respect of the FPA holders at a price of $2.50 per Shares, the ownership percentage held by our current share, for each FPA share held by the FPA holders who contholders will be diluted.

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, and if we fail to maintain compliance with the continued to holisting requirements of Nasdaq, our Class A ordinary shares could tbe delisted, negatively impacting their FPA Sprice, liquidity, and our ability to access the capital markets.

Our Class A ordinary shares at tre currently listed on the Maturity Date. If we are required to satisfy our obligations Nasdaq Capital Market under the symbol AERT. On September 30, 2025, the Company received a notification letter from the Nasdaq notifying the Company that, because the closing bid price for the Companys Class A ordinary shares listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer meets the minimum bid price requirement for continued listing on The Nasdaq Capital Market under the FPA with cash payments toNasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the Minimum Bid Price Requirement). The notification has no immediate effect on the FPA holderslisting of the Companys Class A ordinary shares. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the amount of cash on hand to fund our oCompany has a period of 180 calendar days from September 30, 2025, or until March 30, 2026, to regain compliance with the Minimum Bid Price Requirement. If at any time before March 30, 2026, the bid price of the Companys Class A ordinary shares closes at or above $1.00 perations would be reduced accordingly, which could adversely affect ou share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement.

The notification letter also disclosed that in the event the Company does not regain compliance with the Minimum Bid Price Requirement by March 30, 2026, the Company may be eligible for additional time. To qualify for ability dditional time, the Company would be required to make necessaryeet the continued listing requirement for market value of publicly held shares and all other investments, and, therefore, citial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would affect our results of operationsneed to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If we are the Company meets these required to issue addments, Nasdaq will inform the Company that it has been granted an additional Class A ordinary shares in respe180 calendar days to regain compliance. However, if it appears to the staff of Nasdaq (the Staff) that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff would notify the Company that its securities will be subject of tto delisting. In the event of such notification, the FPA Shares, the ownership percentage held by oCompany may appeal the Staffs determination to delist its securities, but there can be no assurance the Staff would grant the Companys request for continued listing.

If we do not regain compliance with the Bid Price Rule and maintain compliance with other rules for continued listing on the Nasdaq, our securrent shareholders will be diluted.ities may be delisted. If our securities were delisted from the Nasdaq Capital Market, it could, among other things, lead to a number of negative implications, including reduced liquidity in our common stock, the loss of federal preemption of state securities laws and greater difficulty in obtaining financing.

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