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Correspondence 0001829126-24-001641 from Aeries Technology, Inc. (AERT, AERTW) (CIK 0001853044) (AERT)

Aeries Technology, Inc. (AERT, AERTW) (CIK 0001853044)
Date: March 15, 2024 · CIK: 0001853044 · Accession: 0001829126-24-001641

AI Filing Summary & Sentiment

File numbers found in text: 333-276173

Referenced dates: March 4, 2024

Date
March 15, 2024
Author
AERIES
Form
CORRESP
Company
Aeries Technology, Inc. (AERT, AERTW) (CIK 0001853044)

Letter

Aeries Technology, Inc.

60 Paya Lebar Road, #08-13

Paya Lebar Square

Singapore

March 15, 2024

VIA EDGAR

Attention: Rebekah Reed

Mara Ransom

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Re: Aeries Technology, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed February 26, 2024

File No. 333-276173

Ladies and Gentlemen:

This letter sets forth the response of Aeries Technology, Inc. (the “Company”) to the comments of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated March 4, 2024, with respect to the above referenced Amendment No. 3 to Registration Statement on Form S-1. Concurrently with the submission of this letter, the Company is filing Amendment No. 4 to the Registration Statement on Form S-1 (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.

Set forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter in italics.

Amendment No. 3 to Registration Statement on Form S-1, Filed February 26, 2024

Aeries’ Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 72

1. Staff’s comment: Please restore in this section disclosure relating to the following topics that were raised in our prior comment letters or tell us why you believe such disclosure should not be provided:

● comparison of the projected revenues prepared in connection with the evaluation of the business combination and your actual revenues, and any resulting impacts to your financial position;

● any changes in the company's liquidity position since the closing of the business combination, or an indication that there have been no such material changes; and

● payment of the Maturity Consideration pursuant to the Forward Purchase Agreements and how this may impact the cash you have available for other purposes and to execute your business strategy.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 72 of the Revised Registration Statement accordingly.

We respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Lance K. Hancock of Kirkland & Ellis LLP at (801) 877-8120 with any questions or further comments regarding the responses to the Staff’s comments.

Sincerely,
AERIES
TECHNOLOGY, INC.

Show Raw Text
CORRESP
1
filename1.htm

Aeries
Technology, Inc.

60 Paya Lebar Road, #08-13

Paya Lebar Square

Singapore
409051

March
15, 2024

VIA
EDGAR

    Attention:
    Rebekah
                                            Reed

    Mara
    Ransom

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

    Re:
    Aeries
                                            Technology, Inc.

    Amendment
    No. 3 to Registration Statement on Form S-1

    Filed
    February 26, 2024

    File
    No. 333-276173

Ladies
and Gentlemen:

This
letter sets forth the response of Aeries Technology, Inc. (the “Company”) to the comments of the staff of the
Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter
dated March 4, 2024, with respect to the above referenced Amendment No. 3 to Registration Statement on Form S-1. Concurrently with the
submission of this letter, the Company is filing Amendment No. 4 to the Registration Statement on Form S-1 (the “Revised
Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Revised Registration Statement.

Set
forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your
comments into this response letter in italics.

Amendment
No. 3 to Registration Statement on Form S-1, Filed February 26, 2024

Aeries’
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity
and Capital Resources, page 72

    1.
    Staff’s comment: Please restore
in this section disclosure relating to the following topics that were raised in our prior comment letters or tell us why you believe such
disclosure should not be provided:

    ●
    comparison of the projected revenues prepared
    in connection with the evaluation of the business combination and your actual revenues, and any resulting impacts to your financial
    position;

    ●
    any changes in the company's liquidity position since the closing of
the business combination, or an indication that there have been no such material changes; and

    ●
    payment of the Maturity Consideration pursuant to the Forward Purchase
Agreements and how this may impact the cash you have available for other purposes and to execute your business strategy.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 72 of the Revised Registration Statement
accordingly.

We
respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible.
Please contact Lance K. Hancock of Kirkland & Ellis LLP at (801) 877-8120 with any questions or further comments regarding the responses
to the Staff’s comments.

    Sincerely,

    AERIES
    TECHNOLOGY, INC.

    By:
    /s/
    Sudhir Appukuttan Panikassery

    Name:
    Sudhir
    Appukuttan Panikassery

    Title:
    Chief
    Executive Officer

    CC:
    Debbie
                                            P. Yee, Kirkland & Ellis LLP

    Lance
    K. Hancock, Kirkland & Ellis LLP