SEC Form SC 13D filed by Worldwide Webb Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

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)

G97775103
(CUSIP Number)

Venu Raman Kumar

6002 Burj Khalifa

Dubai, UAE KY1-9008

+971 50 556 6023

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Rajiv Khanna

1301 Avenue of the Americas

New York, New York 10019-6022

+1 212 318 3168

November 6, 2023

(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. G97775103

This statement on Schedule 13D (this “Schedule 13D”) relates to the shares of Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”), of Aeries Technology, Inc., a Cayman Islands exempted company (the “Issuer”), whose principal executive offices are located at 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

(a) This Schedule 13D is being filed jointly pursuant to Rule 13d-1(a) under the Exchange Act on behalf of (i) Venu Raman Kumar (“Mr. Raman”) and (ii) Innovo Consultancy DMCC, a company incorporated in Dubai, United Arab Emirates (“Innovo”, and together with Mr. Raman, the “Reporting Persons”).

The agreement among the Reporting Persons with respect to the joint filing of this Schedule 13D and any amendments thereto (the “Joint Filing Agreement”) is filed herewith as Exhibit 99.2. Neither the fact of this filing nor anything contained herein shall be deemed an admission by any of the Reporting Persons that they constitute a “group.”

(b) The principal business address of Mr. Raman is 6002 Burj Khalifa Dubai, UAE KY1-90080.

The principal business address of Innovo is Unit No: 1874, DMCC Business Centre, Level No 1, Jewellery & Gemplex 3, PO Box 62693, Dubai, United Arab Emirates.

(c) Mr. Raman’s principal occupation is the Chairman of the Board of the Issuer and the Chairman of the Board of Innovo.

The principal business of Innovo is providing management consultancy services.

(d) – (e) During the last five years, neither of the Reporting Persons has, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Raman is a citizen of the United Arab Emirates and serves as a member of the Issuer’s board of directors (the “Board”). The business address of Mr. Raman is 6002 Burj Khalifa Dubai, UAE KY1-90080.

All shares reported herein were received by the Reporting Persons on November 6, 2023, pursuant to the Business Combination Agreement, dated as of March 11, 2023 (as amended, the “Business Combination Agreement”), by and among Worldwide Webb Acquisition Corp (“WWAC”), WWAC Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly owned subsidiary of WWAC, and Aark Singapore Pte. Ltd., a Singapore private company (“AARK”). On November 6, 2023, in connection with the closing of the business combination and pursuant to the Amendment No. 3 to the Business Combination Agreement, dated October 29, 2023, Innovo Consultancy DMCC (“Innovo”), a company incorporated in Dubai, United Arab Emirates that is wholly owned by Venu Raman Kumar, received 5,638,530 Class A ordinary shares of Aeries Technology, Inc. As further described in Item 6, the Reporting Persons also has a right to exchange 4,492,079 AARK Class A ordinary shares (“AARK Shares”) for an equal number of Class A Ordinary Shares and as such Mr. Kumar is deemed to have beneficial ownership of the 10,130,609 Class A Ordinary Shares issued to Innovo. The Class A Ordinary Shares are entitled to one vote per share. Except as described above in this Item 3, the Reporting Persons did not pay any cash or other consideration for the shares reported on this Schedule 13D.

The information set forth in Item 3 of this Schedule 13D is incorporated by reference.

Except as disclosed herein, the Reporting Persons have no plans which relate to or would result in an event described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons may, from time to time, engage in discussions, whether initiated by the Reporting Persons or another party, concerning proposals for transactions or other arrangements that may relate to or, if consummated, result in an event described in Item 4 of Schedule 13D. The Reporting Persons may review and evaluate their investments in the Issuer at any time, whether in light of the discussions described in the immediately preceding sentence or otherwise, which may give rise to plans or proposals that, if consummated, would result in one or more of the events described in Item 4 of Schedule 13D. Any such discussion or actions may consider various factors, including, without limitation, the Issuer’s business prospects and other developments concerning the Issuer, alternative investment opportunities, general economic conditions, financial and stock market conditions and any other facts and circumstances that may become known to the Reporting Persons regarding or related to the matters described in this Schedule 13D.

The information set forth in Items 3 and 6 of this Schedule 13D is incorporated herein by reference.

(a) – (b)

Mr. Raman owns 100% of Innovo, which owns 5,638,530 Class A Ordinary Shares. In addition to the Class A Ordinary Shares, Innovo has the right to exchange, within 60 days of the closing of the business combination, 4,492,079 AARK Shares into an equal number of Class A Ordinary Shares for a total of 10,130,609 Class A Ordinary Shares beneficially owned.

(c) Except as described in Item 3, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Ordinary Shares.

(d) Not applicable.

(e) Not applicable.

The information set forth, or incorporated by reference, in Item 4 of this Schedule 13D is incorporated herein by reference.

Exchange Agreement

Concurrently with the closing of the Business Combination, the Reporting Persons entered into an Exchange Agreement with the Issuer and AARK (the “Exchange Agreement”). Pursuant to the Exchange Agreement, (x) from and after the date of the Exchange Agreement and prior to April 1, 2024, with respect to the AARK Ordinary Shares, up to 20% of the number of AARK Ordinary Shares held by the Reporting Persons as of the date of the AARK Exchange Agreement (which number will be equitably adjusted in accordance with any adjustments to the Exchange Rate), and (y) from and after April 1, 2024, and subject to the satisfaction of the exercise conditions specified therein:

The foregoing description of the Exchange Agreement does not purport to be complete and are qualified in their entirety by reference to the Exchange Agreement which are filed as Exhibit 99.1 to this Schedule 13D and incorporated herein by reference.

Joint Filing Agreement

The Reporting Persons have entered into a Joint Filing Agreement, dated as of December 12, 2023, a copy of which is attached as Exhibit 99.2 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Exchange Act.

Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

SIGNATURE

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

Dated: December 12, 2023

[Signature Page to Schedule 13-D]