SEC Form NT 10-K filed by Aeries Technology Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Part I — Registrant Information

Aeries Technology, Inc.

Full Name of Registrant:

N/A

Former Name if Applicable:

60 Paya Lebar Road, #08-13

Paya Lebar Square

Address of Principal Executive Office (Street and Number):

Singapore, 409051

City, State and Zip Code:

Part II — Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

Part III — Narrative

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Aeries Technology, Inc.’s (the “Registrant”) has determined that it is not able to file its annual report on Form 10-K for the year ended March 31, 2025 (the “Form 10-K”) within the prescribed time period without unreasonable efforts or expense. The Registrant requires additional time to review and finalize the disclosures in the Form 10-K due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Form 10-K. The Registrant presently expects to file the Form 10-K within the extension period of 15 calendar days as provided under Rule 12b-25.

Part IV — Other Information

The Registrant anticipates a loss from operations of approximately $28.8 million for the year ended March 31, 2025 as compared to income from operations of approximately $3.0 million for the year ended March 31, 2024. The decrease was primarily due to an increase in selling, general and administrative expenses to $45.5 million for the fiscal year ended March 31, 2025 as compared to $18.7 million for the fiscal year ended March 31, 2024. A significant portion of the increase in selling, general and administrative expenses was due to an increase in stock-based comp expense and incremental bad debt expense.

Forward-Looking Statements

This Form 12b-25 contains forward-looking statements, including statements about the financial condition, results of operations, earnings outlook and prospects of the Registrant. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the Registrant’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by the Registrant.

SIGNATURE

Aeries Technology, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.