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
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CORRESP
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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