Aeries Technology (AERT) risk factors, FY2026 10-K

Risks Related to Our Industry and Business

1. 01We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern, including obligations under the Forward Purchase Agreements and the termination of a significant customer contract 58% rewritten
2. 02We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects
3. 03We face intense competition and the failure to stand out could adversely affect our business
4. 04Our success largely depends on our ability to achieve our business strategies, and our results of operations and financial condition may suffer if we are unable to continually develop and successfully execute our strategies
5. 05We may be unable to achieve anticipated growth or effectively manage our growth, which could place significant strain on our management personnel, systems and resources
6. 06We may be unable to maintain adequate resource utilization rates and productivity levels, which may adversely impact our profitability
7. 07Our business depends on a strong brand, client relationships and corporate reputation and the impairment of the brand could adversely impact our business
8. 08Our business is heavily dependent upon our international operations, particularly in India and Mexico, and any disruption to those operations could adversely affect us50% rewritten
9. 09We are subject to foreign exchange and currency risks that could adversely affect our operations, and our ability to mitigate our foreign exchange risk may be limited
10. 10We may face difficulties and be subject to increased business and economic risks as we expand our operations into countries in which we have no prior operating experience which could impact our results of operations
11. 11We are dependent on members of our senior management team and other key employees
12. 12Our management team has limited experience managing a public company
13. 13We may fail to attract, hire, train and retain sufficient numbers of skilled employees in a timely fashion at our sites to support our operations, which could have a material adverse effect on our business, financial condition, results of operations and prospects
14. 14Our failure to detect and deter criminal or fraudulent activities or other misconduct by our employees could result in loss of trust from our clients and negative publicity, which would have an adverse effect on our business and results of operations
15. 15We may need additional capital, and a failure by us to raise additional capital on terms favorable to us, or at all, could limit our ability to grow our business or enhance our service offerings
16. 16Our operating results may fluctuate from quarter to quarter due to various factors50% rewritten
17. 17On September 16, 2025, the Company entered into a Letter Agreement (the “Letter Agreement”) with Sandia with respect to the Sandia FPANew
18. 18The remaining FPA holders have sold their shares in the open market, reducing the amount they are owed and have requested cash for the outstanding balanceNew
19. 19Our sites operate on leasehold property, and our inability to renew our leases on commercially acceptable terms or at all may adversely affect our results of operations
20. 20We have significant fixed costs related to lease facilities
21. 21Our business is dependent on key clients, and the loss of a key client could have an adverse effect on our business and results of operations32% rewritten
22. 22We have and may continue to experience a long selling and implementation cycle with respect to certain projects that require us to make significant resource commitments prior to realizing revenue for our services
23. 23Pricing pressure may reduce our revenue or gross profits and adversely affect our financial results
24. 24Although we have executed auto-renewal contracts with our clients, they have the right to terminate such contracts, potentially leading to significant revenue loss that may not be easily replaced, and our client contracts may contain restrictive provisions that limit our operational flexibility
25. 25Our cash flows and results of operations have been and may continue to be adversely affected if we are unable to collect on billed and unbilled receivables from clients, particularly in the Middle East and Asia Pacific regions40% rewritten
26. 26The consolidation or corporate actions of our clients may adversely affect our business, financial condition, results of operations and prospects
27. 27Some of our client contracts could be unprofitable, which could adversely impact our business
28. 28If our current insurance coverage is or becomes insufficient to protect against losses incurred, our business, financial condition and results of operations may be adversely affected
29. 29Global economic and political conditions could adversely affect our business, results of operations, financial condition and prospects
30. 30Natural events, health pandemics or epidemics and other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations31% rewritten
31. 31We are subject to a series of risks related to climate change
32. 32Our operations in emerging markets subject us to greater economic, financial, and banking risks than we would face in more developed markets

Risks Related to Our Intellectual Property, Technology Solutions, Software Usage and Cyber Security

1. 33If we are unable to innovate and stay aligned with emerging technologies and market trends, that could result in client attrition and reduced competitivenessNew
2. 34To deliver innovative services and solutions, we may need to make significant investments in service development, as well as in technology and communications infrastructure. However, these expenditures may not necessarily strengthen or sustain our competitive positionNew
3. 35AI and generative AI applications present risks and challenges that can impact our business28% rewritten
4. 36Our business is highly dependent on owned and third-party technology and computer systems, which exposes us to operational and external risksNew
5. 37Others could claim that we infringe, violate, or misappropriate their intellectual property rights, which may result in substantial costs, diversion of resources and management attention and harm to our reputation99% rewritten
6. 38If we fail to adequately protect our intellectual property rights and proprietary information in the United States and abroad, our competitive position could be impaired and we may lose valuable assets, experience reduced revenues and incur costly litigation to protect our rights71% rewritten
7. 39Our solutions use open source software, and any failure to comply with the terms of one or more applicable open source licenses could adversely affect our business, subject us to litigation, and create potential liability68% rewritten
8. 40We use third-party software, hardware and SaaS technologies from third parties that may be difficult to replace or that may cause errors or defects in, or failures of, the services or solutions we provide100% rewritten
9. 41Unauthorized or improper disclosure of personal or other sensitive information, or security breaches and incidents, could result in liability and harm our reputation, which could adversely affect our business, financial condition, results of operations and prospects99% rewritten

Risks Related to Regulation, Legislation and Legal Proceedings

1. 42Changes in laws and regulations related to the Internet or the Internet infrastructure may diminish the demand for our services, and could have a negative impact on our business
2. 43From time to time, we have been and may be party to various claims and litigation proceedings, including class actions. Although we are not currently party to any litigation that we consider material, actual outcomes or losses may differ materially from our assessments and estimates
3. 44From time to time, some of our employees spend significant amounts of time at our clients’ sites, often in foreign jurisdictions, which exposes us to certain risks
4. 45Our business operations and financial condition could be adversely affected by negative publicity about offshore outsourcing or anti-outsourcing legislation in the countries in which our clients operate
5. 46Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited
6. 47Changes and uncertainties in the tax system in the countries in which we have operations, could materially adversely affect our financial condition and results of operations
7. 48Tax authorities may disagree with our historical and future tax positions and conclusions regarding certain tax positions, or may apply existing rules in an arbitrary or unforeseen manner, resulting in unanticipated costs, taxes or non-realization of expected benefits31% rewritten

Risks Related to Ownership of Our Securities

1. 49If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline
2. 50We have not and may not pay cash dividends for the foreseeable future
3. 51There is a limited market for our common stock21% rewritten
4. 52The price of our Class A ordinary shares and warrants may be volatile or decline
5. 53If our operating and financial performance in any given period does not meet any guidance that we provide to the public, the market price of our Class A ordinary shares may decline
6. 54We are an “emerging growth company” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Class A ordinary shares less attractive to investors
7. 55We are a “controlled company” within the meaning of Nasdaq listing rules and, as a result, qualify for exemptions from certain corporate governance requirements. Our shareholders may not have the same protections afforded to shareholders of companies that are subject to such requirements
8. 56Our Class V Shareholder has the ability to significantly influence certain matters submitted to the stockholders for approval39% rewritten
9. 57While management has remediated the material weaknesses, there is no assurance that such findings cannot reoccur in the future. Our management team has determined that our internal controls as of March 31, 2026 were effectiveNew
10. 58We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could adversely affect our financial results
11. 59We incur increased costs as a result of being a public company86% rewritten
12. 60There can be no assurance that the Panel will determine to continue the Company’s listing or that the Company will be able to evidence compliance with the applicable listing criteria within any extension that may be granted by the PanelNew
13. 61We cannot guarantee that our share repurchase program will be utilized to the full value approved, or that it will enhance long-term shareholder value and repurchases we consummate could increase the volatility of the price of our Class A ordinary and could have a negative impact on our available cash balanceNew
14. 62Certain founders and certain employees may have interests that conflict with other shareholders and they may sell their shares, or the market perception of such sale may cause the market price of our Class A ordinary shares to decline
15. 63Your unexpired warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby significantly diminishing the value of your warrants
16. 64The warrants may never be in the money, and may expire worthless
17. 65We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities