SecProbe.io

<DOCUMENT>
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<TEXT>
 March 17, 2026

Bhisham Khare
Chief Executive Officer
Aeries Technology, Inc.
60 Paya Lebar Road, #08-13
Paya Lebar Square
Singapore 409051

 Re: Aeries Technology, Inc.
 Registration Statement on Form S-3
 Filed March 12, 2026
 File No. 333-294239
Dear Bhisham Khare:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Julie Rizzo
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 16, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attn: Nico Nalbantian

 Re: Acceleration Request for Aeries Technology,
Inc. Registration Statement on Form S-3 (File No. 333-294239)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Aeries Technology, Inc. (the "Company") hereby requests that the effective date for the Registration
Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Washington, D.C. time, on March 18, 2026
or as soon thereafter as is practicable, or at such later time as the Company or its counsel may orally request via telephone call to
the staff.

 It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Julie Rizzo of K&L Gates LLP, our counsel, at (919) 743-7336. We appreciate your
assistance in this matter.

 Very truly yours,

 Aeries Technology, Inc.

 By:
 /s/ Daniel S. Webb

 Name:
 Daniel S. Webb

 Title:
 Chief Financial Officer

CORRESP
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 filename1.htm

 Aeries Technology, Inc.

 November 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re: Acceleration Request for Aeries
Technology, Inc. Registration Statement on Form S-3 filed October 1, 2025 (File No. 333-290655)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Aeries Technology, Inc. (the "Company") hereby requests that the above-referenced Registration Statement
on Form S-3 (the "Registration Statement") be declared effective at 4:01 p.m., Eastern Time, on November 28, 2025, or as soon
thereafter as is practicable.

 Once the Registration Statement has been declared
effective, please orally confirm that event with the Company's counsel, K&L Gates LLP, by calling Julie Rizzo at (919) 743-7336.

 Very truly yours,

 Aeries Technology, Inc.

 By:
 /s/ Daniel S. Webb

 Name:
 Daniel S. Webb

 Title:
 Chief Financial Officer

 cc: Julie Rizzo, Esq.

 K&L Gates LLP

CORRESP
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Aeries Technology, Inc.

60 Paya Lebar Road, #08-13 Paya Lebar
Square

 Singapore 409051

May 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Aeries Technology, Inc.

Registration Statement on Form S-1

File No. 333-276173

Acceleration Request

Requested Date: Tuesday, May 14, 2024

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-1 (File No. 333-276173) (the “Registration Statement”) to become effective on Tuesday, May 14,
2024, at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Norton
Rose Fulbright US LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Rajiv Khanna at (212) 318-3168.

    Very truly yours,

    Aeries Technology, Inc.

    By:
    /s/ Sudhir Appukuttan Panikassery

    Sudhir Appukuttan Panikassery

    Chief Executive Officer

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

United States securities and exchange commission logo
March 4, 2024
Sudhir Panikassery
Chief Executive Officer
Aeries Technology, Inc.
60 Paya Lebar Road, #08-13
Paya Lebar Square
Singapore 409051
Re:Aeries Technology, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed February 26, 2024
File No. 333-276173
Dear Sudhir Panikassery:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
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.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

 FirstName LastNameSudhir Panikassery
 Comapany NameAeries Technology, Inc.
 March 4, 2024 Page 2
 FirstName LastName
Sudhir Panikassery
Aeries Technology, Inc.
March 4, 2024
Page 2
execute your business strategy.
            Please contact Rebekah Reed at 202-551-5332 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lance Hancock

CORRESP
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Aeries Technology, Inc.
 60 Paya Lebar Road, #08-13
 Paya Lebar Square

Singapore 409051

February 9, 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. 1 to Registration Statement on Form S-1

        Filed January 17, 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 January 30, 2024, with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-1. Concurrently with the submission of this letter, the Company is filing Amendment No. 2 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. 1 to Registration Statement on Form S-1, Filed January 17, 2024

Cover Page

    1.
    Staff’s comment: In your revised disclosure responsive to prior comment 3 here and on page 33, you state that the Class A ordinary shares being offered for resale pursuant to this prospectus “represent approximately 425.2% of the Class A ordinary shares outstanding as of January 11, 2024,” while on page 67, you state that this percentage refers to “our public float.” Please revise for consistency.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 67 of the Revised Registration Statement accordingly.

    2.
    Staff’s comment: We
    note your response to prior comment 10 and added disclosure on page 33 of potential profit that certain selling securityholders will
    earn based on the current trading price. Please revise to provide this disclosure on the prospectus cover page as well. Additionally,
    please clarify the potential return associated with the 3,711,667 Class A ordinary shares issued pursuant to certain subscription
    agreements and subject to the forward purchase arrangement discussed on page 46.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and page 33 of the Revised Registration Statement accordingly.

Unaudited Pro Forma Condensed Combined Financial Information

Description of the Business Combination, page 44

    3.
    Staff’s comment: We note your response to prior comment 8 and added disclosure regarding the Forward Purchase Agreements on page 46. Please further elaborate on the mechanics of the Forward Purchase Agreements, their impact to your financial condition, and how they operate in conjunction with the related Subscription Agreements. Clarify how the purchase price of the shares subject to the Forward Purchase Agreements has been or will be paid to the company, whether such payment is subject to return to the FPA holders pursuant to the Forward Purchase Agreements, and what will happen to the unsold shares held by the FPA holders at the end of the one-year term of the Forward Purchase Agreements. For example, please explain how payment to the company under the Subscription Agreements works in relation to the “prepayment” provisions of the Forward Purchase Agreements.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 33, 34, 46 and 54 of the Revised Registration Statement accordingly.

Aeries’ Management Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, page 67

    4.
    Staff’s comment: We note your response to prior comment 6 and reissue in part. In light of the significant number of redemptions, consideration paid pursuant to Non-Redemption Agreements and other uses of funds held in the SPAC’s trust account, and the unlikelihood that the company will receive significant proceeds from exercises of the warrants, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If there has been no material change in your liquidity position since the closing of the business combination in November 2023, please revise to state as much.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 67 of the Revised Registration Statement accordingly.

*****

    2

We respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Debbie P. Yee of Kirkland & Ellis LLP at (713) 836-3600 with any questions or further comments regarding the responses to the Staff’s comments.

    3

    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

    4

United States securities and exchange commission logo
January 30, 2024
Sudhir Panikassery
Chief Executive Officer
Aeries Technology, Inc.
60 Paya Lebar Road, #08-13
Paya Lebar Square
Singapore 409051
Re:Aeries Technology, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 17, 2024
File No. 333-276173
Dear Sudhir Panikassery:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 4, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed January 17, 2024
Cover Page
1.In your revised disclosure responsive to prior comment 3 here and on page 33, you
state that the Class A ordinary shares being offered for resale pursuant to this prospectus
"represent approximately 425.2% of the Class A ordinary shares outstanding as of January
11, 2024," while on page 67, you state that this percentage refers to "our public float."
Please revise for consistency.
2.We note your response to prior comment 10 and added disclosure on page 33 of potential
profit that certain selling securityholders will earn based on the current trading price.
Please revise to provide this disclosure on the prospectus cover page as well. Additionally,

 FirstName LastNameSudhir Panikassery
 Comapany NameAeries Technology, Inc.
 January 30, 2024 Page 2
 FirstName LastName
Sudhir Panikassery
Aeries Technology, Inc.
January 30, 2024
Page 2
please clarify the potential return associated with the 3,711,667 Class A ordinary shares
issued pursuant to certain subscription agreements and subject to the forward purchase
arrangement discussed on page 46.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 44
3.We note your response to prior comment 8 and added disclosure regarding the Forward
Purchase Agreements on page 46. Please further elaborate on the mechanics of the
Forward Purchase Agreements, their impact to your financial condition, and how they
operate in conjunction with the related Subscription Agreements. Clarify how the
purchase price of the shares subject to the Forward Purchase Agreements has been or will
be paid to the company, whether such payment is subject to return to the FPA holders
pursuant to the Forward Purchase Agreements, and what will happen to the unsold shares
held by the FPA holders at the end of the one-year term of the Forward Purchase
Agreements. For example, please explain how payment to the company under the
Subscription Agreements works in relation to the "prepayment" provisions of the Forward
Purchase Agreements.
Aeries' Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 67
4.We note your response to prior comment 6 and reissue in part. In light of the significant
number of redemptions, consideration paid pursuant to Non-Redemption Agreements and
other uses of funds held in the SPAC’s trust account, and the unlikelihood that the
company will receive significant proceeds from exercises of the warrants, expand your
discussion of capital resources to address any changes in the company’s liquidity position
since the business combination. If there has been no material change in your liquidity
position since the closing of the business combination in November 2023, please revise to
state as much.
            Please contact Rebekah Reed at 202-551-5332 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lance Hancock

CORRESP
1
filename1.htm

      Aeries Technology, Inc.
60 Paya Lebar
Road, #08-13
Paya Lebar Square

      Singapore 409051

      January 16, 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.

      Registration Statement on Form S-1

      Filed December 20, 2023

      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 January 4, 2024, with respect to the above referenced Registration Statement on Form S-1. Concurrently with the submission of this letter, the Company is filing Amendment No. 1 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 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.

      Registration Statement on Form S-1, Filed December 20, 2023

      Cover Page

            1.
            Staff’s comment: For each of the securities being registered for resale, disclose the price or other consideration
               that the selling securityholders paid for such securities. In this regard, we note
               that the price or consideration is specified for many but not all of the securities.
               For example, the price or consideration given for the 3,711,667 Class A ordinary shares
               issued to private placement investors pursuant to subscription agreements dated on
               and around November 5, 2023 and November 6, 2023, as well as the 5,638,530 Class A ordinary shares issued to Innovo Consultancy DMCC, is not disclosed.

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

            2.
            Staff’s comment: Where you provide the market price of your Class A ordinary shares, disclose the exercise
               price of the warrants. As the warrants appear to be out the money, please also disclose
               the likelihood that warrant holders will not exercise their warrants. Provide similar
               disclosure in the prospectus summary, risk factors, MD&A, and use of proceeds sections,
               and disclose that cash proceeds associated with the exercises of the warrants are
               dependent upon the share price. As applicable, describe the impact on your liquidity and update the discussion of the ability of your company to fund
               your operations on a prospective basis with your current cash on hand.

      Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 14, 37, 39 and 67 of the Revised Registration Statement accordingly.

            3.
            Staff’s comment: We note the significant number of redemptions of your Class A ordinary shares in connection
               with your business combination and that the shares being registered for resale will constitute
               a significant percentage of your public float. Please disclose the percentage of outstanding
               shares being offered for resale pursuant to this registration statement, both based
               on your current outstanding share figure and your outstanding share figure assuming
               the issuance of all 52,929,181 Class A ordinary shares offered pursuant to this registration
               statement. Additionally, the shares being registered for resale seem to have been purchased by the selling securityholders for prices considerably below the
               current market price of the Class A ordinary shares. Highlight the significant negative
               impact that sales of shares on this registration statement could have on the public
               trading price of the Class A ordinary shares.

      Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 32 and 33 of the Revised Registration Statement accordingly.

      Risk Factors, page 15

            4.
            Staff’s comment: Include an additional risk factor highlighting the negative pressure potential sales
               of shares pursuant to this registration statement could have on the public trading
               price of the Class A ordinary shares. To illustrate this risk, disclose the purchase
               prices of the Class A ordinary shares being registered for resale and the percentage
               that these shares represent of the total number of shares outstanding, both based
               on your current outstanding share figure and your outstanding share figure assuming
               the issuance of all 52,929,181 Class A ordinary shares offered pursuant to this registration
               statement. Also disclose that even though the current trading price is significantly
               below the SPAC IPO price, private investors have an incentive to sell because they
               will still profit on sales because the price at which they purchased their shares is lower than the price paid by public
               investors.

      Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 32 and 33 of the Revised Registration Statement accordingly.

    2

Aeries’ Management Discussion and Analysis of Financial Condition and Results of Operations, page 54

            5.
            Staff’s comment: We note that projected revenues for the year ending December 31, 2023 were $78.9 million, as set forth in the unaudited prospective financial information
               prepared by Aeries’ management and provided to the Board of Directors of the SPAC and its financial advisors
               in connection with the evaluation of the business combination. We also note that your
               actual revenues for the six months ended September 30, 2023 were approximately $33.9 million. Because your projected revenues were based
               upon the year ending December 31, 2023 rather than a fiscal year ending March 31, 2024, please confirm your aggregate revenues for the first nine months of calendar
               year 2023. If this figure indicates that you will miss the $78.9 million revenue projection,
               as appears to potentially be the case, please update your disclosure regarding liquidity
               and capital resources, and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

      Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 67 of the Revised Registration Statement accordingly.

      Liquidity and Capital Resources, page 62

            6.
            Staff’s comment: In light of the significant number of redemptions, consideration paid pursuant to
               Non-Redemption Agreements and other uses of funds held in the SPAC’s trust account, and the unlikelihood that the company will receive significant proceeds
               from exercises of the warrants because of the disparity between the exercise price
               of the warrants and the current trading price of the Class A ordinary shares, expand
               your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have
               to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

      Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 67 of the Revised Registration Statement accordingly.

            7.
            Staff’s comment: We note your statement that you “may raise additional funds through public or private...equity
               financing.” Please expand your discussion here to reflect the fact that this offering
               involves the potential sale of a substantial portion of shares for resale and discuss
               how such sales could impact the market price of the Class A ordinary shares and, therefore,
               the amount of potential proceeds available to you. Your discussion should highlight
               the fact that Innovo Consultancy DMCC, a beneficial owner of 36.1% of your outstanding Class A ordinary shares, will be able to sell all of
               its shares for so long as this registration statement is available for use.

      Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 67 of the Revised Registration Statement accordingly.

    3

            8.
            Staff’s comment: We note that, pursuant to your Forward Purchase Agreements with certain investors,
               you will be required to pay the Maturity Consideration (as defined in the Forward
               Purchase Agreements) upon settlement of the agreements at the first anniversary of
               the closing of the business combination. We also note your disclosure on page 51 that
               the related net derivative asset of $32.4 million recorded in your unaudited pro forma
               condensed combined balance sheet as of September 30, 2023 is subject to re-measurement and change. Please revise to discuss these agreements
               and the risks they may pose to other holders. For example, discuss payment of the
               Maturity Consideration 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 pages 34 and 46 of the Revised Registration Statement accordingly.

      Item 16. Exhibits and Financial Statement Schedules, page II-3

            9.
            Staff’s comment: We note that the legal opinion of Walkers (Cayman) LLP filed as Exhibit 5.1 to the registration
               statement does not appear to cover all of the securities being registered for resale.
               The opinion references the resale of a total of 3,774,335 Class A ordinary shares,
               whereas the cover page of the registration statement indicates that the prospectus
               relates to the resale of an aggregate of 13,485,870 Class A ordinary shares. Further,
               the opinion references “the issuance of up to 361,338 Class A ordinary shares to certain
               vendors and third parties in lieu of cash as consideration for expenses incurred in
               connection with the business combination,” while the cover page suggests that the
               resale, rather than issuance, of these shares is being registered. The legality of
               the 9,527,810 warrants being registered for resale also does not appear to be covered by this opinion. Please provide a revised, signed opinion or opinions as to the legality of all securities
               being registered.

      Response: The Company acknowledges the Staff’s comment and has appended a revised legal opinion of Walkers (Cayman) LLP filed as Exhibit 5.1 and a legal opinion of Kirkland & Ellis LLP filed as Exhibit 5.2 to the Revised Registration Statement accordingly.

      General

            10.
            Staff’s comment: Revise your prospectus to highlight the differences in the current trading price of
               the Class A ordinary shares, the prices at which the Sponsor, PIPE investors, and
               other selling securityholders acquired their shares and warrants, and the price at
               which the public securityholders acquired their shares and warrants. Disclose that
               while the Sponsor, PIPE investors, and other selling securityholders may experience
               a positive rate of return based on the current trading price, the public securityholders
               may not experience a similar rate of return on the securities they purchased due to
               differences in the purchase prices and the current trading price. Please also disclose
               the potential profit that the various selling securityholders will earn based on the
               current trading price. Include appropriate risk factor disclosure on this topic.

      Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 32 and 33 of the Revised Registration Statement accordingly.

    4

            11.
            Staff’s comment: Please revise to update your disclosures throughout the filing and address areas that appear
               to need updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated are as follows:

            ●
            You refer to “projected financial information” on pages 7 and 18 but we could not
               find these projected results.

            ●
            You state on page 33 that shareholders “...may be diluted by the future issuance of
               additional Class A ordinary shares...” Please update this disclosure to reflect that
               this registration statement is facilitating such dilution by registering the issuance
               of additional Class A ordinary shares.

            ●
            Throughout the “Description of the Business Combination” section beginning on page
               41, you describe actions connected to the business combination in prospective terms. For example, you state, “...at the Closing, WWAC and AARK will
               consummate the Business Combination...” and “...the Company will issue to NewGen Advisors
               and Consultants...one Class V ordinary share of the Company...” Please revise this
               section in light of the consummation of the business combination.

            ●
            You refer on page 142 to a discussion of certain restrictions upon transfer in the
               section entitled “Securities Eligible for Resale - Lock-Up Agreements” however we
               could not locate such discussion.

      Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 7, 18, 36, 44, 45, 46 and 148 of the Revised Registration Statement accordingly.

      *****

    5

We respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as
         soon as possible. Please contact Debbie P. Yee of Kirkland & Ellis LLP at (713) 836-3600 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

    6

United States securities and exchange commission logo
January 4, 2024
Sudhir Panikassery
Chief Executive Officer
Aeries Technology, Inc.
60 Paya Lebar Road, #08-13
Paya Lebar Square
Singapore 409051
Re:Aeries Technology, Inc.
Registration Statement on Form S-1
Filed December 20, 2023
File No. 333-276173
Dear Sudhir Panikassery:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed December 20, 2023
Cover Page
1.For each of the securities being registered for resale, disclose the price or other
consideration that the selling securityholders paid for such securities. In this regard, we
note that the price or consideration is specified for many but not all of the securities. For
example, the price or consideration given for the 3,711,667 Class A ordinary shares issued
to private placement investors pursuant to subscription agreements dated on and around
November 5, 2023 and November 6, 2023, as well as the 5,638,530 Class A ordinary
shares issued to Innovo Consultancy DMCC, is not disclosed.
2.Where you provide the market price of your Class A ordinary shares, disclose the exercise
price of the warrants. As the warrants appear to be out the money, please also disclose the
likelihood that warrant holders will not exercise their warrants. Provide similar disclosure

 FirstName LastNameSudhir Panikassery
 Comapany NameAeries Technology, Inc.
 January 4, 2024 Page 2
 FirstName LastNameSudhir Panikassery
Aeries Technology, Inc.
January 4, 2024
Page 2
in the prospectus summary, risk factors, MD&A, and use of proceeds sections, and
disclose that cash proceeds associated with the exercises of the warrants are dependent
upon the share price. As applicable, describe the impact on your liquidity and update the
discussion of the ability of your company to fund your operations on a prospective basis
with your current cash on hand.
3.We note the significant number of redemptions of your Class A ordinary shares in
connection with your business combination and that the shares being registered for resale
will constitute a significant percentage of your public float. Please disclose the percentage
of outstanding shares being offered for resale pursuant to this registration statement, both
based on your current outstanding share figure and your outstanding share figure
assuming the issuance of all 52,929,181 Class A ordinary shares offered pursuant to this
registration statement. Additionally, the shares being registered for resale seem to have
been purchased by the selling securityholders for prices considerably below the current
market price of the Class A ordinary shares. Highlight the significant negative impact that
sales of shares on this registration statement could have on the public trading price of the
Class A ordinary shares.
Risk Factors, page 15
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A ordinary shares. To illustrate this risk, disclose the purchase prices of the Class A
ordinary shares being registered for resale and the percentage that these shares represent
of the total number of shares outstanding, both based on your current outstanding share
figure and your outstanding share figure assuming the issuance of all 52,929,181 Class A
ordinary shares offered pursuant to this registration statement. Also disclose that even
though the current trading price is significantly below the SPAC IPO price, private
investors have an incentive to sell because they will still profit on sales because the
price at which they purchased their shares is lower than the price paid by public investors.
Aeries' Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 54
5.We note that projected revenues for the year ending December 31, 2023 were $78.9
million, as set forth in the unaudited prospective financial information prepared by Aeries'
management and provided to the Board of Directors of the SPAC and its financial
advisors in connection with the evaluation of the business combination. We also note that
your actual revenues for the six months ended September 30, 2023 were approximately
$33.9 million. Because your projected revenues were based upon the year ending
December 31, 2023 rather than a fiscal year ending March 31, 2024, please confirm your
aggregate revenues for the first nine months of calendar year 2023. If this figure indicates
that you will miss the $78.9 million revenue projection, as appears to potentially be the
case, please update your disclosure regarding liquidity and capital resources, and
elsewhere, to provide updated information about the company's financial position and

 FirstName LastNameSudhir Panikassery
 Comapany NameAeries Technology, Inc.
 January 4, 2024 Page 3
 FirstName LastNameSudhir Panikassery
Aeries Technology, Inc.
January 4, 2024
Page 3
further risks to the business operations and liquidity in light of these circumstances.
Liquidity and Capital Resources, page 62
6.In light of the significant number of redemptions, consideration paid pursuant to Non-
Redemption Agreements and other uses of funds held in the SPAC's trust account, and the
unlikelihood that the company will receive significant proceeds from exercises of the
warrants because of the disparity between the exercise price of the warrants and the
current trading price of the Class A ordinary shares, expand your discussion of capital
resources to address any changes in the company's liquidity position since the business
combination. If the company is likely to have to seek additional capital, discuss the effect
of this offering on the company's ability to raise additional capital.
7.We note your statement that you "may raise additional funds through public or
private...equity financing." Please expand your discussion here to reflect the fact that this
offering involves the potential sale of a substantial portion of shares for resale and discuss
how such sales could impact the market price of the Class A ordinary shares and,
therefore, the amount of potential proceeds available to you. Your discussion should
highlight the fact that Innovo Consultancy DMCC, a beneficial owner of 36.1% of your
outstanding Class A ordinary shares, will be able to sell all of its shares for so long as this
registration statement is available for use.
8.We note that, pursuant to your Forward Purchase Agreements with certain investors, you
will be required to pay the Maturity Consideration (as defined in the Forward Purchase
Agreements) upon settlement of the agreements at the first anniversary of the closing of
the business combination. We also note your disclosure on page 51 that the related net
derivative asset of $32.4 million recorded in your unaudited pro forma condensed
combined balance sheet as of September 30, 2023 is subject to re-measurement and
change. Please revise to discuss these agreements and the risks they may pose to other
holders. For example, discuss payment of the Maturity Consideration and how this may
impact the cash you have available for other purposes and to execute your business
strategy.
Item 16. Exhibits and Financial Statement Schedules, page II-3
9.We note that the legal opinion of Walkers (Cayman) LLP filed as Exhibit 5.1 to the
registration statement does not appear to cover all of the securities being registered for
resale. The opinion references the resale of a total of 3,774,335 Class A ordinary shares,
whereas the cover page of the registration statement indicates that the prospectus relates to
the resale of an aggregate of 13,485,870 Class A ordinary shares. Further, the
opinion references "the issuance of up to 361,338 Class A ordinary shares to certain
vendors and third parties in lieu of cash as consideration for expenses incurred in
connection with the business combination," while the cover page suggests that the resale,
rather than issuance, of these shares is being registered. The legality of the 9,527,810
warrants being registered for resale also does not appear to be covered by this opinion.

 FirstName LastNameSudhir Panikassery
 Comapany NameAeries Technology, Inc.
 January 4, 2024 Page 4
 FirstName LastName
Sudhir Panikassery
Aeries Technology, Inc.
January 4, 2024
Page 4
Please provide a revised, signed opinion or opinions as to the legality of all securities
being registered.
General
10.Revise your prospectus to highlight the differences in the current trading price of the Class
A ordinary shares, the prices at which the Sponsor, PIPE investors, and other selling
securityholders acquired their shares and warrants, and the price at which the public
securityholders acquired their shares and warrants. Disclose that while the Sponsor, PIPE
investors, and other selling securityholders may experience a positive rate of return based
on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the
current trading price. Please also disclose the potential profit that the various selling
securityholders will earn based on the current trading price. Include appropriate risk factor
disclosure on this topic.
11.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:
•You refer to “projected financial information" on pages 7 and 18 but we could not
find these projected results.
•You state on page 33 that shareholders "...may be diluted by the future issuance of
additional Class A ordinary shares..." Please update this disclosure to reflect that this
registration statement is facilitating such dilution by registering the issuance of
additional Class A ordinary shares.
•Throughout the "Description of the Business Combination" section beginning on
page 41, you describe actions connected to the business combination in prospective
terms. For example, you state, "...at the Closing, WWAC and AARK will
consummate the Business Combination..." and "...the Company will issue to NewGen
Advisors and Consultants...one Class V ordinary share of the Company..." Please
revise this section in light of the consummation of the business combination.
•You refer on page 142 to a discussion of certain restrictions upon transfer in the
section entitled "Securities Eligible for Resale - Lock-Up Agreements" however we
could not locate such discussion.

 FirstName LastNameSudhir Panikassery
 Comapany NameAeries Technology, Inc.
 January 4, 2024 Page 5
 FirstName LastName
Sudhir Panikassery
Aeries Technology, Inc.
January 4, 2024
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Rebekah Reed at 202-551-5332 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lance Hancock

CORRESP
1
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CORRESP

 Worldwide Webb Acquisition Corp.

770 E Technology Way

 Orem, Utah
84097

 October 13, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, NE

 Washington, D.C. 20549

Attention:
 Abe Friedman

Doug Jones

Nicholas Nalbantian

Lilyanna Peyser

Re:
 Worldwide Webb Acquisition Corp.

Registration Statement on Form S-4, as amended

File No. 333-271894

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Worldwide Webb Acquisition Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on October 17, 2023, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, requests by telephone that such Registration Statement be declared effective.

Please contact Debbie P. Yee of Kirkland & Ellis LLP at (713) 836-3600 as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

By:

/s/ Daniel S. Webb

 Name: Daniel S. Webb

 Title: Chief Executive Officer, Chief

   Financial Officer & Director

CORRESP
1
filename1.htm

CORRESP

 Worldwide Webb Acquisition Corp.

770 E Technology Way

 Orem, Utah
84097

 October 11, 2023

 VIA EDGAR

Attention:
  Abe Friedman

Doug Jones

 Nicholas Nalbantian

 Lilyanna Peyser

 United States Securities
and Exchange Commission

 Division of Corporation Finance

Office of Trade & Services

 100 F Street, NE

Washington, D.C. 20549

Re:
 Worldwide Webb Acquisition Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed September 13, 2023

File No. 333-271894

Ladies and Gentlemen:

 This letter sets forth
the response of Worldwide Webb Acquisition Corp. (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 October 5, 2023, with respect to the above referenced Amendment No. 2 to Registration Statement on Form S-4. Concurrently with the submission of this letter, the Company is filing
Amendment No. 3 to the Registration Statement on Form S-4 (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the 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. 2 to Registration
Statement on Form S-4, Filed September 13, 2023

 Question and Answers for Shareholders
of WWAC

 What will the corporate structure of ATI be Following the Business Combination, page 10

1.
 Staff’s comment: You state in the response to comment 2 ATI will control AARK
after the amalgamation because ATI will select two of the three board members of AARK, with such two directors selected only from the four independent directors of ATI. In view of the Sole Shareholder’s majority ownership of AARK, explain to us
and disclose as appropriate if there are any circumstances in which the Sole Shareholder can override any decisions of the AARK board and institute decisions of its own. Also, from your disclosures it appears six of the seven members of ATI’s
board will be associated with or designated by AARK. In view of this, the management of Aeries (controlled subsidiary of AARK) will be the management of ATI, and the association of the Class V holder to the Sole Shareholder, clarify for us and
in your disclosures how ATI controls AARK.

 Response: The Company acknowledges the Staff’s comment
and respectfully advises the Staff that following the Closing pursuant to the AARK Constitution, AARK is expected to be managed by its 3-director board of directors consisting of (i) two independent directors of ATI, which shall be nominated by the
board of ATI from the four independent directors (out of seven directors) serving on the board of ATI and (ii) the Sole Shareholder. Furthermore, pursuant to the Proposed Memorandum and Articles of Association, when the ATI board votes on the
appointment of either of the two independent directors of ATI who will serve on the board of AARK, the Sole Shareholder, if presiding over a meeting of the ATI board, will abstain from voting and is not entitled to a tie-breaking vote in the event
of a tie. Accordingly, ATI will control AARK because AARK will be managed by its board and board actions will require majority approval. Additionally, there are no circumstances where the Sole Shareholder, as a shareholder of AARK, is able to
override any decisions of the AARK board and institute decisions of his own.

 As discussed above, AARK will
be managed by its board of directors; therefore, the Company respectfully advises the staff that the fact that management of Aeries (a controlled subsidiary of AARK) will be the management of ATI and the association of the Class V Shareholder to the
Sole Shareholder do not individually or collectively change the Company’s belief that ATI will control AARK.

 The Company has revised
the disclosure on pages 15, 97 and 99 of the Revised Registration Statement accordingly. Please also see below our response to the Staff’s comment number 8 for additional information about the association of the Class V Shareholder to the Sole
Shareholder.

 2

 Summary of the Proxy Statement/Prospectus

Company Overview, page 30

2.
 Staff’s comment: Please provide a reconciliation of the
non-GAAP measure “EBITDA” to the comparable GAAP measure for each period “EBITDA margin” is presented relative to your actual results, including the one for Aeries on page 210.
Additionally, show how EBITDA margin is computed for each period.

 Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 32, 215 and 221 of the Revised Registration Statement accordingly.

Unaudited Pro Forma Condensed Combined Financial Information

Description of the Business Combination, page 152

3.
 Staff’s comment: Please show how the respective percentage ownership interests in AARK
under each redemption scenario is computed, including any associated assumptions. If this computation is already presented, provide a cross reference.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 154-156 of the Revised Registration Statement accordingly to show the computation of the respective percentage ownership interests in AARK under each redemption scenario.

 3

 Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2022, page 162

4.
 Staff’s comment: The amount of the pro forma adjustments for (dd) assuming minimum
redemptions is 869. In the prior filing the amount was 4,608. Please tell us how each amount was determined and reconcile the difference for us. Also, explain to us the variance in this adjustment between the three months interim period in the prior
filing and the six months interim period in the present filing.

 Response: After
further evaluation of the characteristics of the noncontrolling interest after giving effect to the Business Combination, and in connection with the analysis performed as part of the Company’s restatement of previously issued financials, the
Company revised its pro forma financial statements to update its pro forma noncontrolling interest calculation. In Amendment No. 1 to the Registration Statement on Form S-4, dated August 10, 2023, the pro forma noncontrolling interest
amounts, and related adjustments, were calculated based on the net income of the combined companies using the associated controlling and noncontrolling interest percentages. The revised calculation, whereby the income attributable to each
subsidiary, i.e., Aeries, AARK, and WWAC, was considered sequentially to arrive at the combined company noncontrolling interest, more appropriately represents the allocation of net income to the controlling and noncontrolling interest holders. This
methodology further aligns with the Company’s restated financial statements as of and for the year ended March 31, 2023.

 4

 The below table summarizes the noncontrolling interest percentages used in the prior filing,
dated August 10, 2023, and the revised filing, dated September 13, 2023.

Minimum

Medium

Maximum

 Noncontrolling interest percentage in prior filing

71
%

71
%

72
%

 Noncontrolling interest percentage in revised filing (as detailed in response to comment
#3)

66
%

67
%

67
%

 The below table summarizes the computation for the noncontrolling interest adjustment in the prior filing for
the income statement for the year ended December 31, 2022 (in thousands, except percentages).

Minimum

Medium

Maximum

 NCI per prior filing

$
4,829

$
4,860

$
4,892

 Calculated as:

 Pro forma income

(a)

$
6,801

$
6,801

$
6,801

 Noncontrolling interest percentage

(b)

71
%

71
%

72
%

 Pro forma income attributed to noncontrolling interest

(c)=(a)*(b)

$
4,829

$
4,860

$
4,892

 Historical AARK net income attributable to noncontrolling interests

(d)

$
221

$
221

$
221

 Pro forma adjustments

(e)=(c)-(d)

$
4,608

$
4,639

$
4,671

Minimum

Medium

Maximum

 NCI per revised filing

$
1,129

$
1,139

$
1,150

 Calculated as:

 Historical AARK net income attributable to noncontrolling interests

(a)

$
260

$
260

$
260

 Parent noncontrolling interest in AARK

 Historical net income attributable to controlling interest

(b)

$
1,446

$
1,446

$
1,446

 Parent noncontrolling percentage in AARK (as detailed in response to comment #3)

(c)

60.11
%

60.81
%

61.53
%

 Parent income attributed to noncontrolling interest

(d)=(b)*(c)

$
869

$
879

$
890

 Total pro forma noncontrolling interest

(e)=(a)+(d)

$
1,129

$
1,139

$
1,150

 The Company will continue to apply this methodology in future filings.

Information about Aeries

 Innovation Labs, page 202

5.
 Staff’s comment: We note that the ESG and Cyber Intelligence platforms are in
“advanced stages of prototyping.” Please revise to state when you expect such platforms to be formally implemented and the amount of funds required to reach such point and, if you do not know, please state as much.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure
on page 208 of the Revised Registration Statement accordingly.

 5

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

 Components of Results of Operations, page 211

6.
 Staff’s comment: Please provide a discussion of your results for the year ended
March 31, 2023 versus year ended March 31, 2022. Refer to Item 303(b) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 217-219 of
the Revised Registration Statement accordingly.

 Three Months Ended June 30, 2023 versus Three Months Ended June 30, 2022

Gross Profit, page 213

7.
 Staff’s comment: Please explain the decrease in the gross profit as a percentage of
revenue for 2023 compared 2022.

 Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 218 and 220 of the Revised Registration Statement accordingly.

 Beneficial Ownership of Securities,
page 240

8.
 Staff’s comment: We note your response to comment 1 and your new disclosure that the
Class V Shareholder has a sufficient “business relationship” with the Sole Shareholder as to vote in a manner aligned with the interests of the Sole Shareholder. Please revise your beneficial ownership table to clearly
indicate the name of the Sole Shareholder and the natural person with dispositive voting power for the Class V Shareholder. Also disclose whether the Class V Shareholder and/or such natural person is your
affiliate or related party, and the nature of your business relationship. Refer to Items 403 and 404 of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that Meet Atul
Doshi controls the Class V Shareholder and will be the sole beneficial owner of and will have dispositive voting power of the ATI Class V ordinary share. The Class V Shareholder engages primarily in advisory services and trading activities, but it
does not currently have any business relationship with WWAC, AARK or Aeries other than the arrangement to receive one ATI Class V ordinary share in connection with the Business Combination. Neither Meet Atul Doshi nor the Class V Shareholder is a
“related person” or an “affiliate” to WWAC, AARK or Aeries as such terms are defined under Item 404 of Regulation S-K and Rule 405 of the Securities Act, respectively.

The Company has revised the beneficial ownership table and added relevant disclosure on pages 247-248 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 Debbie P. Yee of Kirkland & Ellis LLP at (713) 836-3600 with any questions or further comments regarding the responses to the Staff’s comments.

 6

Sincerely,

WORLDWIDE WEBB ACQUISITION CORP.

By:

 /s/ Daniel S. Webb

 Name: Daniel S. Webb

 Title: Chief
Executive Officer, Chief Financial Officer & Director

CC:
 Debbie P. Yee, Kirkland & Ellis LLP

Lance K. Hancock, Kirkland & Ellis LLP

 7

United States securities and exchange commission logo
October 5, 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.
Amendment No. 2 to Registration Statement on Form S-4
Filed September 13, 2023
File No. 333-271894
Dear Daniel Webb:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 1, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4, Filed September 13, 2023
Question and Answers for Shareholders of WWAC
What will the corporate structure of ATI be Following the Business Combination, page 10
1.You state in the response to comment 2 ATI will control AARK after the amalgamation
because ATI will select two of the three board members of AARK, with such two
directors selected only from the four independent directors of ATI.  In view of the Sole
Shareholder's majority ownership of AARK, explain to us and disclose as appropriate if
there are any circumstances in which the Sole Shareholder can override any decisions of
the AARK board and institute decisions of its own.  Also, from your disclosures it appears
six of the seven members of ATI's board will be associated with or designated by AARK.
In view of this, the management of Aeries (controlled subsidiary of AARK) will be the
management of ATI, and the association of the Class V holder to the Sole Shareholder,
clarify for us and in your disclosures how ATI controls AARK.

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 October 5, 2023 Page 2
 FirstName LastNameDaniel Webb
Worldwide Webb Acquisition Corp.
October 5, 2023
Page 2

Summary of the Proxy Statement/Prospectus
Company Overview, page 30
2.Please provide a reconciliation of the non-GAAP measure "EBITDA" to the comparable
GAAP measure for each period "EBITDA margin" is presented relative to your actual
results, including the one for Aeries on page 210.  Additionally, show how EBITDA
margin is computed for each period.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 152
3.Please show how the respective percentage ownership interests in AARK under each
redemption scenario is computed, including any associated assumptions.  If this
computation is already presented, provide a cross reference.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2022, page 162
4.The amount of the pro forma adjustments for (dd) assuming minimum redemptions is
869.  In the prior filing the amount was 4,608.  Please tell us how each amount was
determined and reconcile the difference for us.  Also, explain to us the variance in
this adjustment between the three months interim period in the prior filing and the six
months interim period in the present filing.
Information about Aeries
Innovation Labs, page 202
5.We note that the ESG and Cyber Intelligence platforms are in "advanced stages of
prototyping."  Please revise to state when you expect such platforms to be formally
implemented and the amount of funds required to reach such point and, if you do not
know, please state as much.
Aeries' Management's Discussion and Analysis of Financial Condition and Results of Operations
Components of Results of Operations, page 211
6.Please provide a discussion of your results for the year ended March 31, 2023 versus year
ended March 31, 2022.  Refer to Item 303(b) of Regulation S-K.
Three Months Ended June 30, 2023 versus Three Months Ended June 30, 2022
Gross Proft, page 213
7.Please explain the decrease in the gross profit as a percentage of revenue for 2023
compared 2022.

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 October 5, 2023 Page 3
 FirstName LastName
Daniel Webb
Worldwide Webb Acquisition Corp.
October 5, 2023
Page 3
Beneficial Ownership of Securities, page 240
8.We note your response to comment 1 and your new disclosure that the Class V
Shareholder has a sufficient "business relationship" with the Sole Shareholder as to vote in
a manner aligned with the interests of the Sole Shareholder. Please revise your beneficial
ownership table to clearly indicate the name of the Sole Shareholder and the natural
person with dispositive voting power for the Class V Shareholder. Also disclose whether
the Class V Shareholder and/or such natural person is your affiliate or related party, and
the nature of your business relationship.  Refer to Items 403 and 404 of Regulation S-K.
            Please contact Abe Friedman at 202-551-8298 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lance Hancock

CORRESP
1
filename1.htm

CORRESP

 Worldwide Webb Acquisition Corp.

770 E Technology Way

 Orem, Utah
84097

 September 13, 2023

 VIA EDGAR

 Attention:    Abe Friedman

Doug Jones

 Nicholas Nalbantian

 Lilyanna Peyser

 United States Securities
and Exchange Commission

 Division of Corporation Finance

Office of Trade & Services

 100 F Street, NE

Washington, D.C. 20549

Re:
 Worldwide Webb Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed August 9, 2023

File No. 333-271894

Ladies and Gentlemen:

 This letter sets forth
the response of Worldwide Webb Acquisition Corp. (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 September 1, 2023, with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-4. Concurrently with the submission of this letter, the Company is filing
Amendment No. 2 to the Registration Statement on Form S-4 (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the 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. 1 to Registration
Statement on Form S-4 Filed August 9, 2023

 Proxy Statement/Prospectus Cover Page, page
ii

1.
 Staff’s comment: We note your response to comment 2 that the Class V Shareholder is
owned by a business associate of the Sole Shareholder and that the Sole Shareholder does not have ownership in or control over the Class V Shareholder. We further note that the number of votes attributed to the Class V share is impacted by
exchanges of AARK ordinary shares held by the Sole Shareholder. Please explain and disclose the reason for this interaction, the purpose and reasoning for this relationship between the Class V Shareholder and the Sole Shareholder, and the
purpose and reasoning for this equity structure.

 Response: The Company acknowledges the Staff’s comment
and respectfully advises the Staff that as a result of the transaction structure, the Sole Shareholder has no voting interests in ATI prior to exercising its exchange right pursuant to the AARK Exchange Agreement, despite having the largest economic
interest in ATI. See the table on page 16 of the Revised Registration Statement titled “Economic and Voting Interests in ATI (Pre-Exchange).” As described in our previous response and in
the Revised Registration Statement, the Class V Shareholder is owned by a business associate of the Sole Shareholder. Although the Class V Shareholder is not required by contract or otherwise to vote in a manner that is beneficial to the
Sole Shareholder and may vote the Class V ordinary share in its sole discretion, given the business relationship between the Class V Shareholder and the Sole Shareholder, the Sole Shareholder believes that the Class V Shareholder
could protect the interests of the Sole Shareholder from extraordinary events, such as a hostile takeover or board contest, prior to the exchange of AARK ordinary shares by the Sole Shareholder. The Class V Shareholder’s voting right will
be proportionately reduced in connection with the exchange of AARK ordinary shares by the Sole Shareholder because post-exchange, the Sole Shareholder will hold voting shares at ATI and can therefore protect its own interest in case of a hostile
takeover or board contest. As previously disclosed, the Class V Shareholder does not derive any economic benefit from holding the Class V ordinary share and will not receive any compensation in connection with its ownership of the
Class V ordinary share. The Sole Shareholder also will not derive any economic benefit or compensation from the Class V Shareholder due to this arrangement.

The Company has revised the disclosure on pages 13 and 153 of the Revised Registration Statement accordingly.

Questions and Answers for Shareholders of WWAC

 What
will the corporate structure of ATI be following the Business Combination, page 10

2.
 Staff’s comment: You state ATI controls AARK after the amalgamation. Please explain to us
in detail how ATI controls AARK, particularly in view of that ATI controls 39.89% of AARK and the AARK Sole Shareholder owns 60.11% of AARK. Tell us the consideration exchanged between the parties in the amalgamation that evidences the combination
and how this control occurs. In particular, explain to us how ATI’s equity in Amalgamation Sub converts into AARK ordinary shares and the party or parties that hold(s) these AARK shares. Further, explain to us how the respective ATI and Sole
Shareholders ownership interests in AARK are determined. In connection with the preceding, explain to us how the combined company will own these converted AARK ordinary shares as disclosed at the top of page 94.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that ATI controls
AARK immediately post transaction through control of the Board of Directors. Pursuant to paragraphs 55 and 56 of the Constitution of AARK (see Annex F of the Revised Registration Statement), the AARK board will have the authority to make

 2

all significant decisions related to the day-to-day operations of AARK. Pursuant to paragraph 47 of the
Constitution of AARK, as long as the Class V Share remains outstanding, the board of AARK will be comprised of three directors. Pursuant to paragraph 49 of the Constitution of AARK, ATI will have the right to nominate two of the three
directors, and such two directors will be selected only from the four independent directors of ATI (the “ATI director nominees”). Pursuant to Article 21.15 of the Proposed Memorandum and Articles of Association, the Sole Shareholder will
abstain from voting on the appointment of either of the two ATI director nominees.

 At the effective time of the
amalgamation, existing shares of AARK currently held by the Sole Shareholder will remain issued and outstanding, and additional shares of AARK will be issued to ATI, for consideration as described below. ATI’s and the Sole Shareholder’s
ownership interests in AARK are determined based on the pre-transaction equity value of Aeries, which is $349 million, and the number of shares converted is dependent on the available cash of WWAC after
redemptions and net of all WWAC liabilities, including unpaid transaction expenses. WWAC currently owns all of the shares of Amalgamation Sub, and these shares will be converted into AARK ordinary shares upon amalgamation, and will continue to be
held by ATI.

 The Company has revised the disclosure on the cover page and pages iii, viii, 7, 10, 33 and 95 of the Revised
Registration Statement accordingly.

3.
 Staff’s comment: Currently you show two diagrams, both post-business combination, with
the distinction between them being before and after the Sole Shareholder and the Aeries holders’ exchanges. Please add an additional diagram to show the structure before the business combination in order to illustrate the formation of ATI from
WWAC. Similarly to how you have done so with the current diagrams, please provide explanatory footnotes to depict any consideration exchanged or received by each party in the combination and depict the ownership interests before and after the
business combination.

 Response: The Company acknowledges the Staff’s comment and
has revised the disclosure on pages 10 and 154 of the Revised Registration Statement accordingly.

 Company Overview, page 30

4.
 Staff’s comment: We note your revisions in response to comment 8. Please note the most
directly comparable GAAP measure to your non-GAAP measures “EBITDA” and “adjusted EBITDA is net “net income.” Refer to Question 103.02 in our
“Non-GAAP Financial Measures” Compliance and Disclosure Interpretations. Additionally, your comparable GAAP measures should precede mention of your non-GAAP
measures. Further, you state Aeries has been EBITDA positive since 2013. State the comparative GAAP measure over this period of time. Revise disclosures here and elsewhere as appropriate (e.g., pages 193 and 206).

 3

 Response: The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 31, 197, 198 and 210 of the Revised Registration Statement accordingly.

 Exchange Agreements, page 41

5.
 Staff’s comment: It appears the first bullet represents WWAC’s call option and the
second bullet represents the put option of AARK and Aeries shareholders. If true, please clarify this here and elsewhere similarly discussed. Otherwise, it is not clear between the two bullets which party may elect the Cash Exchange Payment that
would need clarification.

 Response: The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 43, 100, 124 and 154 of the Revised Registration Statement accordingly.

 Interests of WWAC’s Directors and
Executive Officers in the Business Combination, page 45

6.
 Staff’s comment: We note that in this amendment, you have removed the sub-section titled “Sources and Uses of Funds for the Business Combination.” Please restore this disclosure, or explain why it was removed.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 49 and 50 of
the Revised Registration Statement to restore the sub-section titled “Sources and Uses of Funds for the Business Combination.”

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Information for the Year Ended March 31, 2023, page 54

7.
 Staff’s comment: The amounts presented here appear to reflect the unaudited pro forma
results for the three months ended March 31, 2023, as presented in the unaudited pro forma condensed combined financial information. Please revise as appropriate.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 56 of the
Revised Registration Statement to reflect the unaudited pro forma results for the six months ended June 30, 2023.

 Your unexpired warrants may be
redeemed prior to their exercise at a time that is disadvantageous to you, thereby significantly..., page 79

8.
 Staff’s comment: We note your response to comment 13 and reissue in part. Please explain
the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding when the warrants become eligible for redemption. If there is no process in place to notify all shareholders, please disclose as much.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure
on page 82 of the Revised Registration Statement accordingly.

 4

 Description of the Business Combination, page 148

9.
 Staff’s comment: Please explain to us and disclose how the percentage of economic
interests in AARK for each redemption scenario in the first paragraph hereunder was determined.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the
percentage of economic interests in AARK was determined on a pre-transaction equity value of Aeries of $349 million, AARK’s ownership of 85.31% of the issued and outstanding Aeries Shares, and the
other Aeries Holders’ 14.69% ownership of the issued and outstanding Aeries Shares and the number of shares of Amalgamation Sub that will automatically convert into AARK ordinary shares. Pursuant to the Amalgamation, all AARK ordinary shares
that are issued and outstanding prior to the the Effective Time will remain issued and outstanding following the Effective Time and continue to be held by the Sole Shareholder, and all of the shares of Amalgamation Sub that are issued and
outstanding as of the Effective Time will be automatically converted into a number of AARK ordinary shares dependent upon available cash of WWAC after redemptions and net of all WWAC liabilities, including WWAC unpaid transaction expenses. The
Combined Company will own these converted AARK ordinary shares directly, and the number of AARK ordinary shares to be issued in connection with the Amalgamation will be based on an assumed price of $10.10 per share. Based on this arrangement,
(i) assuming Minimum Redemptions, WWAC will acquire 34% of the economic interests in AARK while the Sole Shareholder and Aeries Holders will collectively retain 66% of the economic interests in AARK; (ii) assuming Medium Redemptions, WWAC
will acquire 33% of the economic interests in AARK while the Sole Shareholder and Aeries Holders will collectively retain 67% of the economic interests in AARK; and (iii) assuming Maximum Redemptions, WWAC will acquire 33% of the economic
interests in AARK while the Sole Shareholder and Aeries Holders will collectively retain 67% of the economic interests in AARK.

 The
Company has revised the disclosure on page 152 of the Revised Registration Statement accordingly.

 Notes to Unaudited Pro Forma Condensed Combined
Financial Statements

 Note 4—Net income per share, page 163

10.
 Staff’s comment: Refer to your response to comment 20. Please explain to us your
consideration of reflecting the shares associated with the Exchange Agreement in the denominator of the basic and/or diluted earnings per share computation as contingently issuable potential common shares pursuant to ASC 260-10.

 Response: The Company acknowledges the
Staff’s comment. The Exchange Agreement between ATI, Aeries, and AARK provides that, from and after April 1, 2024, and subject to the satisfaction of the exercise conditions specified therein, the Exchanging Aeries Holders and the Sole
Shareholder will have the right to exchange their respective interests in Aeries and AARK for Class A ordinary shares of ATI. ASC
260-10-45-13 provides that shares issuable for little or no cash consideration upon the satisfaction of certain conditions
(contingently issuable shares) shall be considered outstanding common shares and included in the computation of basic earnings per share (“EPS”) as of the date that all necessary conditions have been satisfied
(in essence, when issuance of the shares is no longer contingent). As the necessary exercise conditions required for issuance of the underlying 34,554,454 Class A ordinary shares associated with the Exchange Agreement will not have been
satisfied at the time the Business Combination takes effect, the Company believes the shares should be excluded from basic EPS.

 5

 ASC 260-10-45-55 states that contingently issuable potential common shares (other than those covered by a contingent stock agreement, such as contingently issuable convertible securities) shall be included
in diluted EPS pursuant to the contingent share provisions in paragraphs 260-10-45-48 through
45-54. The guidance in ASC 260-10-45-48 provides that shares whose issuance is contingent
upon the satisfaction of certain conditions shall be considered outstanding and included in the computation of diluted EPS if all necessary conditions have been satisfied by the end of the period (the events have occurred).

In addition, the guidance in ASC 260-10-45-54 provides that if the contingency is based on a condition other than earnings or market price (for example, opening a certain number of retail stores), the contingent shares shall be
included in the computation of diluted EPS based on the assumption that the current status of the condition will remain unchanged until the end of the contingency period.

Exhibit C of the Exchange Agreement provides that the exchange of shares between ATI, Aeries, and AARK is subject to approval
from Reserve Bank of India and any other regulatory approvals, and the satisfaction of at least two of the six other conditions.

In accordance with ASC
260-10-45-54, if the contingency is based on a condition other than earnings or market price, the contingent shares shall be
included in the computation of diluted EPS based on the

United States securities and exchange commission logo
September 1, 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed August 9, 2023
File No. 333-271894
Dear Daniel Webb:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our June 11, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4, Filed August 9, 2023
Proxy Statement/Prospectus Cover Page, page ii
1.We note your response to comment 2 that the Class V Shareholder is owned by a business
associate of the Sole Shareholder and that the Sole Shareholder does not have ownership
in or control over the Class V Shareholder.  We further note that the number of votes
attributed to the Class V share is impacted by exchanges of AARK ordinary shares held
by the Sole Shareholder.  Please explain and disclose the reason for this interaction, the
purpose and reasoning for this relationship between the Class V Shareholder and the Sole
Shareholder, and the purpose and reasoning for this equity structure.

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 September 1, 2023 Page 2
 FirstName LastName
Daniel Webb
Worldwide Webb Acquisition Corp.
September 1, 2023
Page 2
Questions and Answers for Shareholders of WWAC
What will the corporate structure of ATI be following the Business Combination, page 10
2.You state ATI controls AARK after the amalgamation.  Please explain to us in detail how
ATI controls AARK, particularly in view of that ATI controls 39.89% of AARK and the
AARK Sole Shareholder owns 60.11% of AARK.  Tell us the consideration exchanged
between the parties in the amalgamation that evidences the combination and how this
control occurs.  In particular, explain to us how ATI's equity in Amalgamation Sub
converts into AARK ordinary shares and the party or parties that hold(s) these AARK
shares.  Further, explain to us how the respective ATI and Sole Shareholders ownership
interests in AARK are determined.  In connection with the preceding, explain to us how
the combined company will own these converted AARK ordinary shares as disclosed at
the top of page 94.
3.Currently you show two diagrams, both post-business combination, with the distinction
between them being before and after the Sole Shareholder and the Aeries holders'
exchanges. Please add an additional diagram to show the structure before the business
combination in order to illustrate the formation of ATI from WWAC. Similarly to how
you have done so with the current diagrams, please provide explanatory footnotes to
depict any consideration exchanged or received by each party in the combination and
depict the ownership interests before and after the business combination.
Summary of the Proxy Statement/Prospectus
Company Overview, page 30
4.We note your revisions in response to comment 8.  Please note the most directly
comparable GAAP measure to your non-GAAP measures "EBITDA" and "adjusted
EBITDA is net "net income."  Refer to Question 103.02 in our "Non-GAAP Financial
Measures" Compliance and Disclosure Interpretations.  Additionally, your comparable
GAAP measures should precede mention of your non-GAAP measures.  Further, you state
Aeries has been EBITDA positive since 2013.  State the comparative GAAP measure over
this period of time.  Revise disclosures here and elsewhere as appropriate (e.g., pages 193
and 206).

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 September 1, 2023 Page 3
 FirstName LastName
Daniel Webb
Worldwide Webb Acquisition Corp.
September 1, 2023
Page 3
Related Agreements
Exchange Agreements, page 41
5.It appears the first bullet represents WWAC's call option and the second bullet represents
the put option of AARK and Aeries shareholders.  If true, please clarify this here and
elsewhere similarly discussed.  Otherwise, it is not clear between the two bullets which
party may elect the Cash Exchange Payment that would need clarification.
Interests of WWAC's Directors and Executive Officers in the Business Combination, page 45
6.We note that in this amendment, you have removed the sub-section titled "Sources and
Uses of Funds for the Business Combination." Please restore this disclosure, or explain
why it was removed.
Summary Unaudited Pro Forma Condensed Combined Financial Information
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Information for
the Year Ended March 31, 2023, page 54
7.The amounts presented here appear to reflect the unaudited pro forma results for the three
months ended March 31, 2023, as presented in the unaudited pro forma condensed
combined financial information.  Please revise as appropriate.
Your unexpired warrants may be redeemed prior to their exercise at a time that is
disadvantageous to you, thereby significantly..., page 79
8.We note your response to comment 13 and reissue in part. Please explain the steps, if any,
the company will take to notify all shareholders, including beneficial owners, regarding
when the warrants become eligible for redemption. If there is no process in place to notify
all shareholders, please disclose as much.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 148
9.Please explain to us and disclose how the percentage of economic interests in AARK
for each redemption scenario in the first paragraph hereunder was determined.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4 - Net income per share, page 163
10.Refer to your response to comment 20.  Please explain to us your consideration of
reflecting the shares associated with the Exchange Agreement in the denominator of the
basic and/or diluted earnings per share computation as contingently issuable potential
common shares pursuant to ASC 260-10.

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 September 1, 2023 Page 4
 FirstName LastName
Daniel Webb
Worldwide Webb Acquisition Corp.
September 1, 2023
Page 4
Solutions We Offer, page 196
11.We note your response to comment 24 and reissue in part. Please revise your new
disclosure to define technical terms and industry jargon after the first instance that they
are used such as “NLP engine,” “L1, L2 IT Services” and “L3/L4 issues.”
Innovation Labs, page 198
12.We note additional disclosure in this proxy statement adding details to the bullets labeled
"Intelligent ESG," "Health AI," Social Behavior AI," and "Cyber Intelligence." Please
make clear in each of these bullet points, if true, that these are not yet products or services
Aeries provides, and are instead areas of research or are aspirational. For example, please
make clear whether Aeries is currently using "Health AI" to diagnose user diseases as a
service.
Aeries' Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 209
13.Your adjustment for "Other Income (expense), net" is not appropriate in arriving at
"EBITDA."  Refer to Question 103.01 of our "Non-GAAP Financial Measures"
Compliance and Disclosure Interpretations for guidance.  Please revise your computation
accordingly.  Also revise your disclosures wherever this measure is discussed in your
filing.
Beneficial Ownership of Securities, page 235
14.We note your response to comment 31 and reissue in part. Please also revise to clarify
which portion of the holdings prior to the Business Combination are comprised of Class A
or Class B ordinary shares.
Description of ATI Securities
Certain Differences in Corporate Law, page 251
15.We note your response to comment 32. To the extent WWAC and Aeries have executive
officers in other jurisdictions, such as the UAE or Singapore, please further revise this
disclosure accordingly.
General
16.We note changes made throughout the proxy statement that have amended the description
of the post-combination status of AARK from a subsidiary of ATI and the Sole
Shareholder, to "controlled by ATI." However, your new disclosure also states that at
Closing, ATI will own 39.89% of AARK. Please clarify how ATI will "control" AARK if
the ownership stake will be 39.89% from the Closing Date until April 1, 2024, when the
Exchange Agreements would allow the Sole Shareholder to have the right to exchange
AARK ordinary shares for ATI ordinary shares. In addition, in other portions of the proxy

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 September 1, 2023 Page 5
 FirstName LastName
Daniel Webb
Worldwide Webb Acquisition Corp.
September 1, 2023
Page 5
statement you state that AARK will be "partially owned" by ATI, rather than controlled.
Please clarify this discrepancy.
17.We note your response to comment 12.  Please also quantify the value of warrants, based
on recent trading prices, that may be retained by redeeming stockholders other than
directors and executive officers assuming maximum redemptions and identify any
material resulting risks.
            You may contact Abe Friedman at 202-551-8298 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lance Hancock

CORRESP
1
filename1.htm

CORRESP

 Worldwide Webb Acquisition Corp.

770 E Technology Way

 Orem, Utah
84097

 August 9, 2023

 VIA EDGAR

Attention:
 Abe Friedman

 Doug Jones

 Nicholas Nalbantian

 Lilyanna Peyser

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Trade & Services

 100
F Street, NE

 Washington, D.C. 20549

Re:
 Worldwide Webb Acquisition Corp.

 Registration Statement on Form S-4

 Filed May 12, 2023

 File No. 333-271894

Ladies and Gentlemen:

 This letter sets forth
the response of Worldwide Webb Acquisition Corp. (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 June 11, 2023, with respect to the above referenced Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this
letter, the Company is filing Amendment No. 1 to the Registration Statement on Form S-4 (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the 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.

 Registration
Statement on Form S-4 Filed May 12, 2023

 Proxy Statement/Prospectus Cover Page, page ii

1.    Staff’s comment: 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.

 Response: The Company acknowledges the Staff’s comment
and has revised the disclosure on pages ii, 8,15, 33, 49, 51, 77, 86, 231 and 236 of the Revised Registration Statement accordingly.

 The
Company supplementally advises the Staff that we believe the Combined Company will be a “Controlled Company” under Nasdaq Listing Rule 5615(c), which states that a “Controlled Company” is “a Company of which more than 50% of
the voting power for the election of directors is held by an individual, a group or another company.” In the following circumstances, the total voting rights represented by the Class V ordinary share will increase automatically to 51% of
the total issued and outstanding Class A ordinary shares and Class V ordinary shares voting together as a class: (1) a Hostile Change of Control of, or a threat of a Hostile Change of Control of ATI (as such term is defined in the
Business Combination Agreement), or (2) the appointment or removal of a director on the Board of the Combined Company. Given the Class V shareholder’s 51% voting power of the Combined Company following the Business Combination for the
appointment or removal of a director on the board of the Combined Company, we believe the Company will be a “Controlled Company”. However, the Company currently does not plan to utilize the exemptions afforded to a “Controlled
Company” under the Nasdaq listing rules.

 Proxy Statement/Prospectus Cover Page, page ii

2.    Staff’s comment: 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 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 12, 150 and
242 of the Revised Registration Statement to clarify that only the Class V Shareholder can hold the Class V ordinary share, that the Class V Shareholder may not transfer the Class V ordinary share to any transferee and any
attempted transfer of the Class V ordinary share will be void. The Company has also revised the disclosure on pages 12, 94, 150 and 242 of the Revised Registration Statement to describe the relationship between NewGen and the Sole Shareholder,
and supplementally advises the Staff that the Class V share will be held by NewGen, which is owned by a business associate of the Sole Shareholder. The Sole Shareholder does not have ownership in or control of NewGen. NewGen does not derive any
economic benefit from such shareholding and will not receive any compensation in connection with its ownership of the Class V share.

 Dear
Worldwide Webb Acquisition Corp. Shareholders, page iii

 2

 3.    Staff’s comment: 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.”

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages iii, viii, 7,
32 and 93 of the Revised Registration Statement to clarify that AARK will be controlled by ATI and owned by ATI and the Sole Shareholder, until the Sole Shareholder exchanges its AARK ordinary shares for ATI Class A ordinary shares pursuant to
the AARK Exchange Agreement.

 Additional Information, page 3

4.    Staff’s comment: 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.

 Response: The Company acknowledges the Staff’s comment and
has revised the disclosure on page 1 of the Revised Registration Statement accordingly.

 Questions and Answers for Shareholders of WWAC, page 6

 5.    Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 16 and 17 of
the Revised Registration Statement accordingly.

 What will the corporate structure of ATI be following the Business Combination?, page 8

6.    Staff’s comment: 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.

 Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 11 and 16 of the Revised Registration Statement accordingly.

 3

 What equity stake will current WWAC shareholders and current shareholders of Aeries hold in WWAC
immediately after the..., page 13

 7.    Staff’s comment: 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 Shareholder will have 26% of the voting power of the combined company at closing.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 15 and 16 of
the Revised Registration Statement accordingly.

 Summary of the Proxy Statement/Prospectus, page 27

8.    Staff’s comment: 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 30, 193, 194 and 206 of the Revised Registration Statement accordingly.

 Summary of Material Financial Analyses, page 37

9.    Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 37, 101
and 107 of the Revised Registration Statement accordingly.

 Interests of WWAC Directors and Executive Officers in the Business Combination, page 42

 10.    Staff’s comment: 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.

 4

 Response: The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 17, 45, 46, 79, 113 and 235 of the Revised Registration Statement accordingly.

11.    Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 39 of the
Revised Registration Statement accordingly.

 12.    Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 45 and 113 of
the Revised Registration Statement accordingly.

 Risk Factors, page 54

13.    Staff’s comment: 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 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure pages 79 and 80 of the
Revised Registration Statement accordingly.

 14.    Staff’s comment: 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.

 Response: The Company acknowledges
the Staff’s comment and has added a new risk factor that addresses the material risks to unaffiliated investors presented by taking Aeries public through a merger rather than an underwritten offering on pages 80 and 81 of the Revised
Registration Statement.

 Background to the Business Combination, page 87

15.    Staff’s comment: Please elaborate upon the content of the technical due diligence report on
Aeries.

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on page 100 of the Revised Registration Statement accordingly.

 5

 Aeries Projected Financial Information, page 94

16.    Staff’s comment: Please explain why Aeries chose to present projections based upon only a two-year period.

 Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 105 of the Revised Registration Statement accordingly.

17.    Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 106 and 107
of the Revised Registration Statement accordingly.

 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.    Staff’s comment: 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.

 6

•

 Disclosures on pages 48, 74 and 111 of the concentration of voting control with

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

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 June 11, 2023 Page 2
 FirstName LastNameDaniel Webb
Worldwide Webb Acquisition Corp.
June 11, 2023
Page 2
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

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 June 11, 2023 Page 3
 FirstName LastNameDaniel Webb
Worldwide Webb Acquisition Corp.
June 11, 2023
Page 3
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

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 June 11, 2023 Page 4
 FirstName LastNameDaniel Webb
Worldwide Webb Acquisition Corp.
June 11, 2023
Page 4
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.

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 June 11, 2023 Page 5
 FirstName LastNameDaniel Webb
Worldwide Webb Acquisition Corp.
June 11, 2023
Page 5
•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.

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 June 11, 2023 Page 6
 FirstName LastNameDaniel Webb
Worldwide Webb Acquisition Corp.
June 11, 2023
Page 6
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

 FirstName LastNameDaniel Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 June 11, 2023 Page 7
 FirstName LastNameDaniel Webb
Worldwide Webb Acquisition Corp.
June 11, 2023
Page 7
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

May 18, 2023
Securities and Exchange Commissio n
100 F Street, N.E.
Washington, D.C. 20549 J.P.Morgan
Re: Proposed transaction between Worldwide Webb Acquisition Corp. and Aark
Singapore Pte. Ltd.
To whom it may concern:
We write regarding the above-referenced transaction concerning a proposed
business combination (the 'Transaction") between the Worldwide Webb Acquisition
Corp. (the "Issuer") and Aark Singapore Pte. Ltd. (the "Target"). As of the date of this
letter, a Registration Statement on Form S-4 has been filed by the Issuer but has not yet
been declared effective (the "Registration Statement").
This letter is to advise you that, effective as of May 26, 2022, our firn1 resigned
from, and ceased or refused to act in, every office, capacity, and relationship in which we
had agreed to act with respect to the Transaction. We further advise you that neither our
firm, any person who controls it (within the meaning of either Section 15 of the Securities
Act of 1933 (the "Securities Act")) nor any of its affiliates (within the meaning of Rule
405 under the Securities Act) will be responsible for any part of the Registrat ion
Statement. In connection with our role as underwriter for the Issuer's initial public
offering, we have waived our entitlement to the payment of any deferred compensation.
Please be advised that nothing herein is intended to constitute an acknowledgment
or admission , and we expressly deny, that we have been or are an underwriter (within the
meaning of Section 2(a)(l 1) of the Securities Act or the rules and regulations
promulgated thereunder) with respect to the Transaction.
cc: Sincerely,
J.P. Morgan Securities LLC
-, ,I
By: --~r--r'------=--­
Name:
Title: ~ '\' ri 1
Daniel Webb, Worldwide Webb Acquisition Corp. (via emli)
Jessica Livingston, Securities and Exchange Commission (via email)

CORRESP
1
filename1.htm

WORLDWIDE WEBB ACQUISITION CORPORATION

770 E Technology Way F13-16

Orem, UT 84097

October 15, 2021

VIA EMAIL & EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Jessica Livingston

Re:         Worldwide Webb Acquisition Corporation (the
“Company”)

Registration Statement on Form S-1 (File No. 333-259801)

Dear Ms. Livingston:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, we respectfully request that the effective date for the above-referenced Registration Statement be accelerated
by the U.S. Securities and Exchange Commission to 4:00 p.m. Eastern Time on Tuesday, October 19, 2021, or as soon practicable thereafter,
or at such other time as the Company or its outside counsel, Shearman & Sterling LLP, request by telephone.

Please notify of such effectiveness our outside
counsel, Bill Nelson of Shearman & Sterling LLP, by a telephone call at (713) 354-4880 and also confirm such effectiveness in writing.
Thank you for your attention to this matter.

Sincerely,

Worldwide Webb Acquisition Corporation

/s/ Daniel S. Webb

Daniel S. Webb

Chief Executive Officer

cc:       Bill Nelson, Shearman
& Sterling LLP

cc:       Edward F. Petrosky
& George J. Vlahakos, Sidley Austin LLP

CORRESP
1
filename1.htm

October 15, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Jessica Livingston

 Re: Worldwide Webb Acquisition Corporation (the “Company”)

Registration Statement on Form S-1 File No. 333-259801

Dear Ms. Livingston:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of the Company that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time,
on October 19, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Shearman &
Sterling LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, the undersigned wish to advise
you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of
the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The undersigned advise that they have complied and will continue to
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    BOFA SECURITIES, INC.

    as representative of the underwriters

    By:
    /s/ Michael Liloia

    Name:
    Michael Liloia

    Title:
    Director

[Signature Page to Underwriters’
Acceleration Request Letter]

    J.P. Morgan securities llc

    as representative of the underwriters

    By:
    /s/ Peter Castoro

    Name:
    Peter Castoro

    Title:
    Vice President

[Signature Page to
Underwriters’ Acceleration Request Letter]

CORRESP
1
filename1.htm

599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

October 12,
2021

Via
Edgar

Securities and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention: Bonnie Baynes, Sharon Blume, Jessica Livingston & J.
Nolan McWilliams

 Re: Worldwide Webb Acquisition Company (the “Company”)

Draft Registration Statement on Form S-1

Submitted May 13, 2021

CIK No. 0001853044

Ladies and Gentlemen:

We are writing on behalf of
the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the letter dated October 7, 2021 (the “Comment Letter”) with respect to Amendment No. 1 to the Registration Statement
on Form S-1 filed by the Company on September 30, 2021 (the “Registration Statement”).

This letter is being submitted
together with the Company’s filing of Amendment No. 2 to the Registration Statement on Form S-1 (the “Amended Registration
Statement”), which reflects revisions to the Registration Statement to, among other things, address the Staff’s comments.

Each comment of the Staff is set forth below, followed
by the corresponding response. For ease of reference the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter. Capitalized terms used but not defined herein have the meaning ascribed to such terms in the Registration
Statement.

Amendment No. 1 filed September 30, 2021 Cover Page

 1. We note eleven anchor investors will purchase 99.3% of the offered shares and your disclosure on page 53 of the Nasdaq listing requirements
that you have a minimum of 400 round lot holders. Please disclose the risks and impact these anchor investors may have on the registrant’s
ability to meet the listing requirements given the limited public distribution, trading volume, volatility and liquidity of your securities
resulting from such concentration.

SHEARMAN.COM

Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state
of Delaware, which laws limit the personal liability of partners.

Response: In response to the Staff’s comment,
additional disclosure regarding the Company’s ability to meet Nasdaq’s listing requirements given the limited public
distribution, trading volume, volatility and liquidity of the securities has been added to the summary risk factors on page 30 and
to the risk factors on page 53.

Capitalization, page 85

 2. Your disclosure on page 85 indicates that you will account for the excess of fair value over consideration of the 1,250,000 founder
shares to be sold to the anchor investors as a cost of the offering in accordance with SAB Topic 5A and SAB Topic 5T. Please respond to
the following:

 • Tell us the business purpose for the sponsor selling a portion of their founder shares to the anchor investors at $0.005 per share.

 • Tell us why this is accounted for as a cost of the offering rather than a compensation expense. Tell us the authoritative literature
upon which you are relying in accounting for this transaction.

 • In light of the fact that you have determined that the warrants issued as part of the units are to be accounted for as warrant liabilities
based on the guidance in ASC 815- 40, please tell us why you determined that the entire excess of fair value over the consideration paid
by the anchor investors would be included as part of additional paid in capital, as opposed to a portion of the offering costs being allocated
to the warrant liabilities and expensed as incurred.

Response:

 · In response to the Staff’s comment, the Company notes that business purpose for the sponsor selling a portion of their founder
shares to the anchor investors at $0.005 per share is to receive commitment from investors to purchase shares ahead of the initial public
offering.

 · In response to the Staff’s comment, the Company has considered the guidance in SAB Topic 5A and SAB Topic 5T. As discussed
                                                                                                               in SAB Topic 5A, common stock issuance costs (“Commitment Fee”) are incremental costs directly associated with issuance. Anchor
                                                                                                               investors do not perform any services or have any other side arrangement with the SPAC or Sponsors which would suggest that the
                                                                                                               Commitment Fee is anything other than the equity issuance expense. In addition, anchor investors do not have any commitment to the
                                                                                                               Company after the initial public offering. Therefore, the Commitment Fee represents a direct and incremental cost of the offering.

 · In response to the Staff’s comment, the Company has revised page 85 of the Amended Registration Statement to include that
                                                                                                               a portion of the offering costs will be allocated to the warrant liabilities and expensed as incurred.

Note 2—Summary of Significant Accounting Policies, page F-10

 3. We note that your balance sheets disclose accrued offering and formation costs that are 70.6% and 100% of current liabilities at
                                                          06/30/21 and 03/05/21, while your statements of operations disclose formation costs that are 100% of net loss for the periods ended 06/30/21 and 03/05/21. Please revise to disclose the nature
of your formation costs, your related accounting policy with reference to the accounting literature upon which it is based, and explain
and quantify all significant transactions in the period(s).

    2

Response:

 · In response to the Staff’s comment, the Company has revised page F-11 of the Amended Registration Statement.

We hope that the forgoing has been responsive to
the Staff’s comments. Please do not hesitate to contact me at (212) 848-4000 if there are any comments or questions concerning the
foregoing or if I can be of assistance in any way.

    Sincerely,

    /s/ Ilir Mujalovic

    Ilir Mujalovic

    3

United States securities and exchange commission logo
October 7, 2021
Daniel S. Webb
Chief Executive Officer and 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-1
Filed September 27, 2021
Amendment No. 1 to Registration Statement on Form S-1
Filed September 30, 2021
File No. 333-259801
Dear Mr. 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.
Amendment No. 1 filed September 30, 2021
Cover Page
1.We note eleven anchor investors will purchase 99.3% of the offered shares and your
disclosure on page 53 of the Nasdaq listing requirements that you have a minimum of 400
round lot holders. Please disclose the risks and impact these anchor investors may have on
the registrant's ability to meet the listing requirements given the limited public
distribution, trading volume, volatility and liquidity of your securities resulting from such
concentration.

 FirstName LastNameDaniel S. Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 October 7, 2021 Page 2
 FirstName LastName
Daniel S. Webb
Worldwide Webb Acquisition Corp.
October 7, 2021
Page 2
Capitalization, page 85
2.Your disclosure on page 85 indicates that you will account for the excess of fair value
over consideration of the 1,250,000 founder shares to be sold to the anchor investors as a
cost of the offering in accordance with SAB Topic 5A and SAB Topic 5T.  Please respond
to the following:
•Tell us the business purpose for the sponsor selling a portion of their founder shares
to the anchor investors at $0.005 per share.
•Tell us why this is accounted for as a cost of the offering rather than a compensation
expense.  Tell us the authoritative literature upon which you are relying in accounting
for this transaction.
•In light of the fact that you have determined that the warrants issued as part of the
units are to be accounted for as warrant liabilities based on the guidance in ASC 815-
40, please tell us why you determined that the entire excess of fair value over the
consideration paid by the anchor investors would be included as part of additional
paid in capital, as opposed to a portion of the offering costs being allocated to the
warrant liabilities and expensed as incurred.
Note 2—Summary of Significant Accounting Policies, page F-10
3.We note that your balance sheets disclose accrued offering and formation costs that are
70.6% and 100% of current liabilities at 06/30/21 and 03/05/21, while your statements of
operations disclose formation costs that are 100% of net loss for the periods ended
06/30/21 and 03/05/21. Please revise to disclose the nature of your formation costs, your
related accounting policy with reference to the accounting literature upon which it is
based, and explain and quantify all significant transactions in the period(s).

 FirstName LastNameDaniel S. Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 October 7, 2021 Page 3
 FirstName LastName
Daniel S. Webb
Worldwide Webb Acquisition Corp.
October 7, 2021
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Bonnie Baynes at 202-551-4924 or Sharon Blume at 202-551-3474
if you have questions regarding comments on the financial statements and related matters.
Please contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams at 202-551-3217
with any other questions.

Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
May 25, 2021
Daniel S. Webb
Chief Executive Officer and Chief Financial Officer
Worldwide Webb Acquisition Corp.
770 E Technology Way F13-16
Orem, UT 84097
Re:Worldwide Webb Acquisition Corp.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 13, 2021
CIK No. 0001853044
Dear Mr. Webb:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amended Draft Registration Statement submitted May 13, 2021
Notes to Financial Statements
Note 8. Subsequent Events, page F-16
1.Please revise to indicate that you evaluated subsequent events and transactions that
occurred after the balance sheet date up to May 13, 2021, consistent with your updated
auditor's report.

 FirstName LastNameDaniel S. Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 May 25, 2021 Page 2
 FirstName LastName
Daniel S. Webb
Worldwide Webb Acquisition Corp.
May 25, 2021
Page 2
            You may contact Bonnie Baynes at 202-551-4924 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
April 29, 2021
Daniel S. Webb
Chief Executive Officer and Chief Financial Officer
Worldwide Webb Acquisition Corp.
770 E Technology Way F13-16
Orem, UT 84097
Re:Worldwide Webb Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted April 2, 2021
CIK No. 0001853044
Dear Mr. Webb:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement submitted April 2, 2021
Our Acquisition Process, page 7
1.Please clarify here that the low price the founders paid for the founder shares creates an
incentive whereby your officers and directors could potentially make a substantial profit
even if you select an acquisition target that subsequently declines in value and is
unprofitable for public investors. As a separate matter, add a risk factor that explains how
these incentives create a risk to potential investors.

 FirstName LastNameDaniel S. Webb
 Comapany NameWorldwide Webb Acquisition Corp.
 April 29, 2021 Page 2
 FirstName LastName
Daniel S. Webb
Worldwide Webb Acquisition Corp.
April 29, 2021
Page 2
Description of Securities
Redeemable Warrants
Public Shareholders' Warrants
Anti-dilution Adjustments. , page 139
2.Please revise the discussion on page 140 regarding the exclusive forum provisions in your
Warrant Agreement to appear under a new specifically-captioned subsection.
            You may contact Bonnie Baynes at 202-551-4924 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance