Sec Form 4 Filing - Kumar Venu Raman @ Aeries Technology, Inc. - 2024-04-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kumar Venu Raman 2. Issuer Name and Ticker or Trading Symbol Aeries Technology, Inc. [ AERT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 74 TREVOSE CRESCENT 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2024 (Street) SINGAPORE, U0298086 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares 04/05/2024 M( 1 )( 2 )( 3 ) 21,337,000 A 21,337,000 D Class A Ordinary Shares 5,638,530 I By Innovo Consultancy DMCC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares AARK Shares Put Exchange Right ( 1 ) ( 2 ) ( 3 ) 04/05/2024 M( 1 )( 2 )( 3 ) 9,500 ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Ordinary Shares 21,337,000 ( 1 ) ( 2 ) ( 3 ) 500 ( 1 ) ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kumar Venu Raman 74 TREVOSE CRESCENT SINGAPORE, U0298086 X X Signatures /s/ Venu Raman Kumar 04/09/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms and subject to the restrictions set forth in that certain Exchange Agreement, dated as of November 6, 2023 (as amended, the "Exchange Agreement"), by and among Aeries Technology, Inc. (the "Issuer"), Aark Singapore Pte. Ltd. ("AARK"), and Venu Raman Kumar ("Mr. 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 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. ( 2 )(Continued from footnote 1) Pursuant to the Exchange Agreement, prior to April 1, 2024, subject to the exercise conditions in the Exchange Agreement, the reporting person had 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 consecutive trading days ending on the date that is two business days after the reporting person delivers notice of the exercise of the put exchange. The Issuer determined that the exercise conditions to the exchange rights were satisfied on March 26, 2024. ( 3 )(Continued from footnote 1) On April 5, 2024, Mr. Kumar delivered to the Issuer an exchange notice to exchange an aggregate amount of 9,500 AARK Shares and received 21,377,000 Class A Ordinary Shares. As of the date of this Form 4, the reporting person retains the right to exchange the remaining 500 AARK Shares for 1,123,000 Class A Ordinary Shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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