Aeries Technology, Inc. 8-K

What Happened

• Aeries Technology, Inc. announced on January 22, 2026 that it entered into Amendment No. 2 to its Letter Agreement with Sandia Investment Management LP related to a prior Forward Purchase Agreement. The amendment acknowledges an outstanding balance of $1,812,063.23 and establishes a repayment and interest plan effective in early 2026.

Key Details

• Outstanding Amount: $1,812,063.23 as of the amendment date.
• Amortization schedule: initial payment of $100,000 on March 31, 2026, then monthly payments of $75,000 beginning April 2026 (with return of shares to the company valued at $1.00 per share to the extent Sandia receives such payments).
• Interest: accrues at 15% per year (calculated monthly); monthly interest payments begin January 2026.
• Share sell-downs and reductions: proceeds Sandia receives from selling Class A ordinary shares (up to $1.05 per share) will reduce the outstanding amount; the amendment extends the Designated Period until the Outstanding Amount is paid in full.
• Background mechanics retained: the Letter Agreement continues to provide for Sandia sell-downs of FPA Shares and potential issuance/registration of Additional Shares to Sandia under a formula (minimum 500,000 shares), which could affect share count.

Why It Matters

• The amendment formalizes how Aeries will repay a roughly $1.81 million obligation and imposes a high 15% interest rate, increasing cash cost over time if unpaid.
• Payments and Sandia’s ability to sell or receive additional shares create potential near-term cash outflows and possible share dilution depending on how sell-downs and Additional Shares are applied.
• Investors should note the timing of cash payments (starting March/April 2026) and the continued mechanism for reducing the balance via Sandia’s share sales, as both affect liquidity and potential share supply.