Venu Raman Kumar - Mar 26, 2024 Form 4 Insider Report for Aeries Technology, Inc. (AERT)

Role: Director, 10%+ Owner
Signature: /s/ Venu Raman Kumar
Stock symbol: AERT
Transactions as of: Mar 26, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/28/2024, 04:05 PM
Previous filing: Nov 15, 2023
Next filing: Apr 9, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AERT	AARK Shares Put Exchange Right	Award		+10K			10K	Mar 26, 2024	Class A Ordinary Shares	22.5M		Direct	F1, F2
transaction	AERT	AARK Shares Call Exchange Right	Disposed to Issuer		+10K			10K	Mar 26, 2024	Class A Ordinary Shares	22.5M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the terms and subject to the restrictions set forth in that certain Exchange Agreement, dated as of November 6, 2023 (the "Exchange Agreement"), by and among Aeries Technology, Inc. (the "Issuer"), Aark Singapore Pte. Ltd. ("AARK"), and Venu Raman Kumar, the reporting person has a put exchange right, subject to certain exercise conditions, to exchange the reporting person's ordinary shares of AARK, par value SGD1.00 per share (the "AARK Shares"), for Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of the Issuer, at an exchange rate of approximately 2,246 Class A Ordinary Shares for each AARK Share. The Issuer also has a call exchange right under the Exchange Agreement, subject to the exercise conditions, to require the reporting person to exchange up to all of the reporting person's AARK Shares for Class A Ordinary Shares or a cash exchange payment.
F2	(Continued from footnote 1) The Issuer determined that the exercise conditions to the exchange rights were satisfied on March 26, 2024. As of the date of this Form 4, the reporting person has the right to exchange up to 20% of the AARK Shares and, on and after April 1, 2024, the reporting person has the right to exchange 100% of the AARK Shares. In addition, subject to certain conditions, either the call exchange or put exchange may be settled with a cash exchange payment calculated as the arithmetic average of the volume-weighted average price of Class A Ordinary Shares for the five (5) consecutive trading days ending on the date that is two (2) business days after the reporting person delivers notice of the exercise of the put exchange.

Content

Pursuant to the terms and subject to the restrictions set forth in that certain Exchange Agreement, dated as of November 6, 2023 (the "Exchange Agreement"), by and among Aeries Technology, Inc. (the "Issuer"), Aark Singapore Pte. Ltd. ("AARK"), and Venu Raman Kumar, the reporting person has a put exchange right, subject to certain exercise conditions, to exchange the reporting person's ordinary shares of AARK, par value SGD1.00 per share (the "AARK Shares"), for Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of the Issuer, at an exchange rate of approximately 2,246 Class A Ordinary Shares for each AARK Share. The Issuer also has a call exchange right under the Exchange Agreement, subject to the exercise conditions, to require the reporting person to exchange up to all of the reporting person's AARK Shares for Class A Ordinary Shares or a cash exchange payment.

(Continued from footnote 1) The Issuer determined that the exercise conditions to the exchange rights were satisfied on March 26, 2024. As of the date of this Form 4, the reporting person has the right to exchange up to 20% of the AARK Shares and, on and after April 1, 2024, the reporting person has the right to exchange 100% of the AARK Shares. In addition, subject to certain conditions, either the call exchange or put exchange may be settled with a cash exchange payment calculated as the arithmetic average of the volume-weighted average price of Class A Ordinary Shares for the five (5) consecutive trading days ending on the date that is two (2) business days after the reporting person delivers notice of the exercise of the put exchange.