Amendment: SEC Form SC 13D/A filed by Aeries Technology Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

AERIES TECHNOLOGY, INC.

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G0136H102
(CUSIP Number)

Venu Raman Kumar
74 Trevose Crescent
Singapore 298086
(919) 228-6404

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 21, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. G0136H102

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”), further amends and supplements the Schedule 13D filed by the Reporting Persons on December 13, 2023, as amended by Amendment No. 1 filed on March 28, 2024 and Amendment No. 2 filed on April 9, 2024 (as amended, this “Schedule 13D”), relating to the Class A ordinary shares (the “Class A Ordinary Shares”) of Aeries Technology, Inc. (the “Issuer”). This Amendment No. 3 is being jointly filed by Mr. Venu Raman Kumar and Innovo Consultancy DMCC (collectively, the “Reporting Persons”).

The Items below amend and supplement the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.

(a)-(b) of Item 5 of the Schedule 13D is hereby amended as set forth below.

(a) – (b) Calculations of the percentage of shares of Class A Ordinary Shares beneficially owned assumes that there were 44,102,041 Class A Ordinary Shares outstanding as of the date of this report, based on information provided by the Issuer. The change in the Reporting Persons’ percentage beneficial ownership reported in this Amendment No. 3 resulted solely from the increase in the number of outstanding Class A Ordinary Shares. Neither of the Reporting Persons has disposed of or acquired any Class A Ordinary Shares since the filing of Amendment No. 2 to Schedule 13D on April 9, 2024.

Mr. Kumar is the sole owner of Innovo and the chairman of the board of Innovo and is deemed to be the beneficial owner of all of the securities held by Innovo.

The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shares power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of, and the footnotes included on, the cover pages of this Amendment No. 3, all of which are incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 25, 2024

[Signature Page to Schedule 13D]