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United States securities and exchange commission logo
June 11, 2023
Daniel Webb
Chief Executive Officer/Chief Financial Officer
Worldwide Webb Acquisition Corp.
770 E Technology Way F13-16
Orem, UT 84097
Re:Worldwide Webb Acquisition Corp.
Registration Statement on Form S-4
Filed May 12, 2023
File No. 333-271894
Dear Daniel Webb:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed May 12, 2023
Proxy Statement/Prospectus Cover Page, page ii
1.Please disclose that the Class V Shareholder will control at least 26%, and potentially
51%, of the voting power of the Combined Company.  Supplementally provide us with
your analysis as to whether the Combined Company will be a "controlled company" under
the Nasdaq listing rules.
Proxy Statement/Prospectus Cover Page, page ii
2.Here and elsewhere you state the Class V Shareholder is NewGen Advisors
and Consultants DWC-LLC ("NewGen").  On page 226 you state the Class V ordinary
share may be issued only to the Sole Shareholder (that is Venu Kumar), its successors and
assigns, as well as any permitted transferees of the Sole Shareholder.  Please clarify for us

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and in the filing who the Class V shareholder is.  Also, clarify for us and disclose as
appropriate if there is any relationship between Venu Kumar and NewGen and describe
the relationship.
Dear Worldwide Webb Acquisition Corp. Shareholders, page iii
3.Here and elsewhere you state after surviving the amalgamation AARK will become a
subsidiary of ATI and the Sole Shareholder.  Please explain to us how AARK can be a
subsidiary of both.  Also, explain to us in detail what ownership interests are exchanged in
this amalgamation and the amount of the interests held by each party in AARK after the
amalgamation is completed.  In particular, explain to us who owns the shares of
Amalgamation Sub that are automatically converted into AARK shares as stated in the
second bullet on page 82 under "Business Combination Consideration."
Additional Information, page 3
4.Please also state that the "other publicly available information" includes important
business and financial information about the company that is not included in or delivered
with the document but is incorporated into the document. Refer to Item 2 of Form S-4.
Questions and Answers for Shareholders of WWAC, page 6
5.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
What will the corporate structure of ATI be following the Business Combination?, page 8
6.Please revise the second diagram to disclose the percentage ownership/voting power of
the identified groups of ATI shareholders assuming no and maximum redemptions.  In
addition, we note that "the Aeries Holders will retain a direct equity ownership in Aeries
in the form of Aeries Shares" and the Sole Shareholder will hold AARK ordinary shares;
please revise the diagram to clarify the holdings of the Aeries Holders and the Sole
Shareholder in each of the identified entities. Also include the Class V Shareholder in the
diagram.
What equity stake will current WWAC shareholders and current shareholders of Aeries hold in
WWAC immediately after the..., page 13
7.We note your inclusion of a sensitivity analysis showing minimum and maximum
redemption rates. Please revise your disclosure to also show the potential impact of
redemptions on the per share value of the shares owned by non-redeeming shareholders at
an interim redemption level. Also revise footnote 4 to disclose that the Class V

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Shareholder will have 26% of the voting power of the combined company at closing.
Summary of the Proxy Statement/Prospectus, page 27
8.We note you provide discussion of your historical non-GAAP EBITDA results and
EBITDA margins here, and on pages 177 and 189.  When discussing these non-GAAP
measures, please provide similar discussion of the comparable GAAP measures with
equal or greater prominence.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10 of our Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
Summary of Material Financial Analyses, page 37
9.We note your disclosure of engaging CVA as a "Financial Advisor." We also note on page
89 that you engaged Roth Capital Partners, LLC and D.A. Davidson & Co. as capital
markets advisors. Please revise to expand your disclosure regarding the role and
remuneration of each outside financial advisor. Refer to Item 4(b) of Form S-4.
Interests of WWAC Directors and Executive Officers in the Business Combination, page 42
10.Please disclose clearly that the sponsor and its affiliates can earn a positive rate of return
on their investment, even if other WWAC shareholders experience a negative rate of
return in the post-business combination company. Here, in Risk Factors and elsewhere as
appropriate, highlight the risk that WWAC's directors and executive officers, as well as
the sponsor and its affiliates, will benefit from the completion of a business combination
and may be incentivized to complete an acquisition of a less favorable target company or
on terms less favorable to shareholders rather than liquidate. Revise the seventh bullet to
quantify the amount of proceeds currently in the trust account. Revise the opening
paragraph to disclose the amount, in the aggregate, that the sponsor and its affiliates have
at risk that depends on completion of a business combination. Disclose the percentage of
sponsor and its affiliates' total potential ownership interest in the combined company,
assuming exercise and conversion of all securities.
11.It appears that your charter waived the corporate opportunities doctrine. Please address
this potential conflict of interest and whether it impacted your search for an acquisition
target.
12.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
Risk Factors, page 54
13.Please highlight the material risks to public warrant holders, including those arising from
differences between the private placement and public warrants. Clarify whether recent
common stock trading prices exceed the threshold that would allow the company to

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redeem public warrants. Clearly explain the steps, if any, the company will take to notify
all shareholders, including beneficial owners, regarding when the warrants become
eligible for redemption.
14.Disclose the material risks to unaffiliated investors presented by taking Aeries public
through a merger rather than an underwritten offering. These risks could include the
absence of due diligence conducted by an underwriter that would be subject to liability for
any material misstatements or omissions in a registration statement.
Background to the Business Combination, page 87
15.Please elaborate upon the content of the technical due diligence report on Aeries.
Aeries Projected Financial Information, page 94
16.Please explain why Aeries chose to present projections based upon only a two-year
period.
17.Please revise to discuss whether and how performance for the fiscal year ended March 31,
2023, has differed compared to estimated results and explain the reason(s) for any
differences in performance.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Description of the Business Combination, page 144
18.We note you determined WWAC to be the accounting acquirer based on its ability to
control the board of directors of AARK.  Please provide us a detailed analysis in making
this determination.  In doing so, tell us your consideration of the following factors:
•The ability of WWAC to effectively control the board of directors, considering the
Class V share will have 51% of all votes in the event of an extraordinary event, which
paragraph 22.2 of the  Amended and Restated Articles of Association of Aeries
Technology, Inc (Annex E) includes a scenario where management "seeks a seat on
the Board of Directors of the Company when such candidacy is not endorsed by
existing members of the Board of Directors," noting the chairman of the board is the
Class V shareholder.
•If significant decisions of the entity are made at the board of directors level.
•The period of time which WWAC will be able to control the board of directors
considering the change in voting interests subsequent to the exchange agreement.
•Consideration of substantive participating rights of the AARK shareholder.
•The risk factor on page 13 states management of Aeries will become the management
of ATI. In the same risk factors, it appears representatives of AARK and Aeries and
their appointees will have the majority of the members of the ATI board.
•The post exchange table on page 15 indicates the Sole Shareholder of AARK (who is
Venu Kamar, Chairman of and majority shareholder in Aeries) and Exchanging
Aeries Holders combined will own the majority of outstanding ATI ordinary shares.

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•Disclosures on pages 48, 74 and 111 of the concentration of voting control with the
Class V Shareholder.
Note 2 - Unaudited Pro Forma Condensed Combined Balance Sheet adjustments, page 147
19.Please explain to us and disclose as appropriate your accounting for the Bonus Shares and
Extension Shares referred to in note (j) and how you determined the value of them.
Note 4 - Net income (loss) per share, page 150
20.Please tell us your consideration of providing "Pro Forma weighted-average common
shares outstanding-basic and diluted" utilizing shares outstanding subsequent to the
Exchange Agreement, as it appears the number of shares outstanding may significantly
increase post exchange.
Conflicts of Interest, page 161
21.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
Information About Aeries, page 177
22.We note your disclosure on page 61 that five clients accounted for 65% of Aeries's
revenue for the nine months ended December 31, 2022. Please include similar disclosure
in this section.
23.Please disclose the total number of employees and total number of full-time employees
that work at the company.
Solutions We Offer, page 180
24.Please provide additional details regarding how AI allows you to "improve operations and
generate higher revenue".
Our Commitment to ESG
Environmental, page 184
25.We note your disclosure that Aeries conducts its business in "a sustainable manner."
Please provide additional details on the nature of your policies that make the
your business sustainable.
Intellectual Property, page 185
26.We note your disclosure that the company is developing "new ideas" and "developing
intellectual property," as well as that you have tools protected by "copyright registrations
in various jurisdictions," but the disclosure in this section does not appear to reflect such
intellectual property.  Please revise to clarify these apparent discrepancies.

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Aeries' Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 188
27.You state that the company faces exposure to inflationary pressures, such as on page 62
with respect to wage inflation and on page 191 with respect to general inflationary
pressures. Please expand your disclosure here to identify the principal factors contributing
to the inflationary pressures the company has experienced and clarify the resulting impact
to the company.
Aeries' Management's Discussion and Analysis, page 193
28.When discussing changes period over period, please quantify material factors cited so that
investors may understand the magnitude and relative impact of each factor.  For example,
in discussing your revenue, provide quantification of increases attributed to your new
versus existing clients.  Other areas of focus are the factors cited in your analysis of gross
profit and related margin and net cash provided by operating activities for the annual
period.  Refer to Item 303(b) of Regulation S-K and section 501.04 of our Codification of
Financial Reporting Policies.
29.Please discuss the reason(s) for the variance in the effective income tax rates for the
periods presented.
Beneficial Ownership of Securities, page 219
30.We note that Daniel S. Webb, Terry Pearce and Tony Pearce are the beneficial owners of
the Sponsor; please revise to include the 4,500,000 ordinary shares owned by the Sponsor
as holdings of Terry Pearce and Tony Pearce (as you do for Mr. Webb), or tell us why it is
appropriate to attribute them only to Mr. Webb.  If known, revise footnote 6 to disclose
the natural persons with voting and/or investment power over Sea Otter Advisors LLC.
31.You disclose that the table reflects holdings of ordinary shares, however it does not appear
to include the Class V ordinary share. Please revise accordingly. Also revise to clarify
whether the holdings prior to the Business Combination are of Class A or Class B
ordinary shares. Further revise to indicate which holdings represent ordinary shares into
which outstanding convertible securities may convert with 60 days.
Enforceability of Civil Liabilities, page 244
32.We note that a number of the executives of the company are located in India. Please
address the challenges of bringing actions and enforcing judgments/liabilities against
individuals (i.e., it will be much more difficult to take these actions) located in
India. Furthermore, please ensure that the officers and directors of WWAC are also
included in the enforceability of civil liabilities disclosure in this section and the rest of
the registration statement.
AARK Singapore PTE. LTD. and Its Subsidiaries

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Interim Period Financial Statements
Notes to Condensed Carve-out Consolidated Financial Statements
Note 7. Income Taxes, page F-68
33.The effective tax rates stated here do not appear to be consistent wit