Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2023 | Feb. 16, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-40920 | |
Entity Registrant Name | Aeries Technology, Inc. | |
Entity Central Index Key | 0001853044 | |
Entity Tax Identification Number | 98-1587626 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 60 Paya Lebar Road | |
Entity Address, Address Line Two | #08-13 | |
Entity Address, Address Line Three | Paya Lebar Square | |
Entity Address, City or Town | Singapore | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 409051 | |
City Area Code | (919) | |
Local Phone Number | 228-6404 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Class A ordinary shares, par value $0.0001 per share | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | AERT | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | AERTW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 15,619,004 | |
Common Class V [Member] | ||
Entity Common Stock, Shares Outstanding | 1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 6,543 | $ 1,131 |
Accounts receivable, net of allowance of $1,233 and $0, as of December 31, 2023 and March 31, 2023, respectively | 18,152 | 13,416 |
Prepaid expenses and other current assets, net of allowance of $6 and $0, as of December 31, 2023 and March 31, 2023, respectively | 7,302 | 4,117 |
Deferred transaction costs | 1,921 | |
Total current assets | 31,997 | 20,585 |
Property and equipment, net | 3,538 | 3,125 |
Operating right-of-use assets | 6,320 | 5,627 |
Deferred tax assets | 1,484 | 1,237 |
Long-term investments, net of allowance of $129 and $0, as of December 31, 2023 and March 31, 2023, respectively | 1,558 | 1,564 |
Other assets, net of allowance of $1 and $0, as of December 31, 2023 and March 31, 2023, respectively | 1,812 | 2,259 |
Total assets | 46,709 | 34,397 |
Current liabilities: | ||
Accounts payable | 7,771 | 2,474 |
Accrued compensation and related benefits, current | 2,782 | 2,823 |
Operating lease liabilities, current | 1,861 | 1,648 |
Short-term borrowings | 6,238 | 1,376 |
Forward purchase agreement put option liability | 42,256 | |
Other current liabilities | 7,210 | 4,201 |
Total current liabilities | 68,118 | 12,522 |
Long term debt | 1,141 | 969 |
Operating lease liabilities, noncurrent | 4,825 | 4,261 |
Derivative warrant liabilities | 1,917 | |
Deferred tax liabilities | 114 | 168 |
Other liabilities | 3,923 | 3,008 |
Total liabilities | 80,038 | 20,928 |
Commitments and contingencies (Note 11) | ||
Redeemable noncontrolling interest | 9,743 | |
Shareholders’ equity (deficit) | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | ||
Common Stock, Value, Issued | ||
Net shareholders’ investment and additional paid-in capital | 7,221 | |
Accumulated other comprehensive loss | (578) | (1,349) |
(Accumulated deficit) retained earnings | (42,496) | 6,318 |
Total Aeries Technology, Inc. shareholders’ equity (deficit) | (43,072) | 12,190 |
Noncontrolling interest | 1,279 | |
Total shareholders’ equity (deficit) | (43,072) | 13,469 |
Total liabilities, redeemable noncontrolling interest and shareholders’ equity (deficit) | 46,709 | 34,397 |
Common Class A [Member] | ||
Shareholders’ equity (deficit) | ||
Common Stock, Value, Issued | 2 | |
Common Class V [Member] | ||
Shareholders’ equity (deficit) | ||
Common Stock, Value, Issued |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Accounts receivable, net of allowance | $ 1,233 | $ 0 |
Prepaid expenses and other current assets, net of allowance | 6 | 0 |
Long-term investments, net of allowance | 129 | 0 |
Other assets, net of allowance | $ 1 | $ 0 |
Preferred stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, Shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common stock, Par or stated value per share | $ 0 | $ 0 |
Common stock, Shares issued | 0 | 10,000 |
Common stock, Shares outstanding | 0 | 10,000 |
Common Class A [Member] | ||
Common stock, Par or stated value per share | $ 0.0001 | |
Common stock, Shares authorized | 500,000,000 | |
Common stock, Shares issued | 15,619,004 | |
Common stock, Shares outstanding | 15,619,004 | |
Common Class V [Member] | ||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 1 | 1 |
Common stock, Shares issued | 1 | 1 |
Common stock, Shares outstanding | 1 | 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||||
Revenue, net | $ 18,897 | $ 12,691 | $ 52,805 | $ 38,027 | |
Cost of revenue | 12,851 | 10,373 | 37,488 | 28,685 | |
Gross profit | 6,046 | 2,318 | 15,317 | 9,342 | |
Operating expenses | |||||
Selling, general & administrative expenses | 5,313 | 2,025 | 12,321 | 7,898 | |
Total operating expenses | 5,313 | 2,025 | 12,321 | 7,898 | |
Income from operations | 733 | 293 | 2,996 | 1,444 | |
Other income/ (expense) | |||||
Change in fair value of forward purchase agreement put option liability | (17,247) | (17,247) | |||
Change in fair value of derivative warrant liabilities | 852 | 852 | |||
Interest income | 83 | 80 | 217 | 175 | |
Interest expense | (115) | (52) | (314) | (166) | |
Other income/(expense), net | (50) | 106 | 70 | 518 | |
Total other income/(expense), net | (16,477) | 134 | (16,422) | 527 | |
Income/(loss) before income taxes | (15,744) | 427 | (13,426) | 1,971 | |
Income tax expense | (557) | (742) | (1,454) | (1,150) | |
Net income / (loss) | (16,301) | (315) | (14,880) | 821 | |
Less: Net income / (loss) attributable to noncontrolling interests | (44) | (45) | 137 | 125 | |
Less: Net income attributable to redeemable noncontrolling interests | 154 | 154 | |||
Net income / (loss) attributable to shareholders’ of Aeries Technology, Inc. | $ (16,411) | $ (270) | $ (15,171) | $ 696 | |
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | [1] | 15,389,062 | 15,389,062 | ||
Basic net loss per Class A ordinary share | [1] | $ (1.08) | $ (1.08) | ||
Diluted net loss per Class A ordinary share | [1] | $ (1.08) | $ (1.08) | ||
[1]For the three and nine months ended December 31, 2023, net loss per Class A ordinary share and weighted average Class A ordinary shares outstanding is representative of the period from November 6, 2023 through December 31, 2023, the period following the Business Combination, as defined in Note 1. For more information refer to Note 15 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net income / (loss) | $ (16,301) | $ (315) | $ (14,880) | $ 821 |
Other comprehensive income / (loss), net of tax | ||||
Foreign currency translation adjustments | (6) | (143) | (159) | (788) |
Unrecognized actuarial gain / (loss) on employee benefit plan obligations | 26 | 76 | (27) | 73 |
Total other comprehensive income / (loss), net of tax | 20 | (67) | (186) | (715) |
Comprehensive income / (loss), net of tax | (16,281) | (382) | (15,066) | 106 |
Less: Comprehensive income / (loss) attributable to noncontrolling interests | (43) | (55) | 108 | 20 |
Less: Comprehensive income attributable to redeemable noncontrolling interests | 162 | 162 | ||
Total comprehensive income / (loss) attributable to shareholders’ of Aeries Technology, Inc. | $ (16,400) | $ (327) | $ (15,336) | $ 86 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' DEFICIT (Unaudited) - USD ($) $ in Thousands | Redeemable Noncontrolling Interest [Member] | Ordinary Shares Class A [Member] | Ordinary Shares Class V [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total Stockholders Equitydeficit [Member] | Noncontrolling Interest [Member] | Total |
Balance as at September 30, 2022 at Mar. 31, 2022 | $ 0 | $ 3,328 | $ 4,872 | $ (644) | $ 7,556 | $ 1,140 | $ 8,696 | ||
Beginning balance, Shares at Mar. 31, 2022 | 10,000 | ||||||||
Net income for the period | 1,158 | 1,158 | 200 | 1,358 | |||||
Other comprehensive loss | (274) | (274) | (47) | (321) | |||||
Balance as at December 31, 2022 (restated) at Jun. 30, 2022 | $ 0 | 3,328 | 6,030 | (918) | 8,440 | 1,293 | 9,733 | ||
Ending balance, Shares at Jun. 30, 2022 | 10,000 | ||||||||
Balance as at September 30, 2022 at Mar. 31, 2022 | $ 0 | 3,328 | 4,872 | (644) | 7,556 | 1,140 | 8,696 | ||
Beginning balance, Shares at Mar. 31, 2022 | 10,000 | ||||||||
Balance as at December 31, 2022 (restated) at Dec. 31, 2022 | $ 0 | 5,828 | 5,568 | (1,254) | 10,142 | 1,160 | 11,302 | ||
Ending balance, Shares at Dec. 31, 2022 | 10,000 | ||||||||
Balance as at September 30, 2022 at Jun. 30, 2022 | $ 0 | 3,328 | 6,030 | (918) | 8,440 | 1,293 | 9,733 | ||
Beginning balance, Shares at Jun. 30, 2022 | 10,000 | ||||||||
Net income for the period | (192) | (192) | (30) | (222) | |||||
Other comprehensive loss | (279) | (279) | (48) | (327) | |||||
Stock-based compensation | 1,057 | 1,057 | 1,057 | ||||||
Net changes in net shareholders’ investment | 6 | 6 | 6 | ||||||
Balance as at December 31, 2022 (restated) at Sep. 30, 2022 | $ 0 | 4,391 | 5,838 | (1,197) | 9,032 | 1,215 | 10,247 | ||
Ending balance, Shares at Sep. 30, 2022 | 10,000 | ||||||||
Net income for the period | (270) | (270) | (45) | (315) | |||||
Other comprehensive loss | (57) | (57) | (10) | (67) | |||||
Stock-based compensation | 1,425 | 1,425 | 1,425 | ||||||
Net changes in net shareholders’ investment | 12 | 12 | 12 | ||||||
Balance as at December 31, 2022 (restated) at Dec. 31, 2022 | $ 0 | 5,828 | 5,568 | (1,254) | 10,142 | 1,160 | 11,302 | ||
Ending balance, Shares at Dec. 31, 2022 | 10,000 | ||||||||
Balance as at September 30, 2022 at Mar. 31, 2023 | 7,221 | 6,318 | (1,349) | 12,190 | 1,279 | 13,469 | |||
Beginning balance, Shares at Mar. 31, 2023 | 10,000 | ||||||||
Transition period adjustment pursuant to ASC 326, net of tax | (190) | (190) | (33) | (223) | |||||
Adjusted Balance, value | 7,221 | 6,128 | (1,349) | 12,000 | 1,246 | 13,246 | |||
Adjusted Balance, Shares | 10,000 | ||||||||
Net income for the period | 421 | 421 | 73 | 494 | |||||
Other comprehensive loss | (12) | (12) | (2) | (14) | |||||
Stock-based compensation | 1,374 | 1,374 | 1,374 | ||||||
Net changes in net shareholders’ investment | (10) | (10) | (10) | ||||||
Balance as at December 31, 2022 (restated) at Jun. 30, 2023 | 8,585 | 6,549 | (1,361) | 13,773 | 1,317 | 15,090 | |||
Ending balance, Shares at Jun. 30, 2023 | 10,000 | ||||||||
Net income for the period | 819 | 819 | 108 | 927 | |||||
Other comprehensive loss | (164) | (164) | (28) | (192) | |||||
Stock-based compensation | 252 | 252 | 252 | ||||||
Net changes in net shareholders’ investment | |||||||||
Balance as at December 31, 2022 (restated) at Sep. 30, 2023 | 8,837 | 7,368 | (1,525) | 14,680 | 1,397 | 16,077 | |||
Ending balance, Shares at Sep. 30, 2023 | 10,000 | ||||||||
Share in Pre-Merger net income | 238 | 238 | (44) | 194 | |||||
Share in Pre-Merger other comprehensive income | 7 | 7 | 1 | 8 | |||||
Net income for the period | 154 | (16,649) | (16,649) | (16,649) | |||||
Other comprehensive loss | 8 | 4 | 4 | 4 | |||||
Reclassification of negative additional paid-in capital | 28,752 | (28,752) | |||||||
Reverse Recapitalization, net of transaction expenses (Note 1) | 9,581 | $ 2 | (38,492) | (4,701) | 936 | (42,255) | (1,354) | (43,609) | |
Reverse Recapitalization, net of transaction expenses (Note 1), Shares | 15,247,666 | 1 | |||||||
Settlement of accounts payable through issuance of shares | 903 | 903 | 903 | ||||||
Settlement of accounts payable through issuance of shares, Shares | 361,338 | ||||||||
Balance as at December 31, 2022 (restated) at Dec. 31, 2023 | $ 9,743 | $ 2 | $ (42,496) | $ (578) | $ (43,072) | $ (43,072) | |||
Ending balance, Shares at Dec. 31, 2023 | 15,619,004 | 1 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net (loss) / income | $ (14,880) | $ 821 |
Adjustments to reconcile net (loss) / income to net cash (used in) / provided by operating activities: | ||
Depreciation and amortization expense | 1,004 | 873 |
Stock-based compensation expense | 1,626 | 2,482 |
Deferred tax benefit | (230) | (146) |
Accrued income from long-term investments | (141) | (129) |
Provision for expected credit loss | 1,074 | |
Gain on lease termination | (13) | |
Others | (50) | (1) |
Change in fair value of forward purchase agreement put option liability | 17,247 | |
Change in fair value of derivative warrant liabilities | (852) | |
Loss on issuance of shares against accounts payable | 48 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,070) | (2,630) |
Prepaid expenses and other current assets | (623) | (505) |
Operating right-of-use assets | (825) | (6,200) |
Other assets | 416 | (1,737) |
Accounts payable | 451 | (177) |
Accrued compensation and related benefits, current | (22) | (1,397) |
Other current liabilities | 29 | 4,174 |
Operating lease liabilities | 926 | 6,452 |
Other liabilities | 910 | 438 |
Net cash provided by operating activities | 25 | 2,318 |
Cash flows from investing activities | ||
Acquisition of property and equipment | (1,062) | (1,388) |
Issuance of loans to affiliates | (1,730) | (1,041) |
Payments received for loans to affiliates | 1,722 | 1,011 |
Net cash used in investing activities | (1,070) | (1,418) |
Cash flows from financing activities | ||
Net proceeds from short term borrowings | 1,748 | 1,012 |
Payment of promissory note liability | (1,500) | |
Payment of insurance financing liability | (239) | |
Proceeds from long-term debt | 575 | 138 |
Repayment of long-term debt | (388) | |
Payment of finance lease obligations | (323) | (290) |
Payment of deferred transaction costs | (2,055) | (434) |
Net changes in net shareholders’ investment | (10) | 18 |
Proceeds from issuance of common stock and forward purchase agreement in connection with Business Combination, net | 8,666 | |
Net cash provided by financing activities | 6,474 | 444 |
Effect of exchange rate changes on cash and cash equivalents | (17) | (51) |
Net increase in cash and cash equivalents | 5,412 | 1,293 |
Cash and cash equivalents at the beginning of the period | 1,131 | 351 |
Cash and cash equivalents at the end of the period | 6,543 | 1,644 |
Supplemental cash flow disclosure: | ||
Cash paid for interest | 253 | 171 |
Cash paid for income taxes, net of refunds | 1,057 | 789 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Unpaid deferred transaction costs included in accounts payable and other current liabilities | 908 | 569 |
Equipment acquired under finance lease obligations | 313 | 82 |
Property and equipment purchase included in accounts payable | 81 | 9 |
Settlement of accounts payable through issuance of Class A ordinary shares to vendors | 855 | |
Assumption of net liabilities from Business Combination | $ 38,994 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 Nature of Operations Aeries Technology, Inc. (formerly Worldwide Webb Acquisition Corp. (“WWAC”), formed in the Cayman Islands on March 5, 2021) and its subsidiaries, excluding the fintech and investing business activities, is herein referred to as the “Company”, “ATI”, the “registrant”, “us,” “we” and “our” in these condensed consolidated financial statements. Aark Singapore Pte. Ltd. and its subsidiaries (“AARK”), excluding the fintech and investing business activities, is herein referred to as the “Carve-out Entity”. The Company offers a range of management consultancy services for private equity sponsors and their portfolio companies with engagement models that are designed to provide a mix of deep vertical specialty, functional expertise, and digital systems and solutions to scale, optimize and transform a client’s business operations. The Company has subsidiaries in India, Mexico, Singapore and the United States. Change in Fiscal Year On November 6, 2023, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to March 31. The Company’s current fiscal year will run from April 1, 2023 through March 31, 2024. Year-over-year quarterly financial data continues to be comparative to prior periods as the months that comprise each fiscal quarter in the new fiscal year are the same as those in the Company’s historical financial statements. Demerger and Business Combination On March 11, 2023, ATI entered into the Business Combination Agreement (the “Business Combination” or “Merger Agreement”), with WWAC Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of ATI (“Amalgamation Sub”), and Aark Singapore Pte. Ltd. a Singapore private company limited by shares (“AARK”) (together with the Company, AARK, and Amalgamation Sub, the “Parties” and individually, a “Party”). AARK was engaged in management consulting, fintech and investing business. However, only the management consulting business was subject to the Merger Agreement and therefore in connection with the Business Combination, AARK entered into a Demerger Agreement with Aarx Singapore Pte. Ltd. and their respective shareholders’ on March 25, 2023 to spin off the fintech business which was a part of AARK but not subject to the Merger Agreement. Subsequently, the AARK Board of Directors ratified two resolutions on May 24, 2023. These resolutions effectively spun off the investing business which was part of the Company but not subject to the Merger Agreement. These transactions will collectively be referred to as “Demerger Transactions”. Pursuant to the Merger Agreement, all AARK ordinary shares that were issued and outstanding prior to the effective time of the transaction remained issued and outstanding following the transaction and continued to be held by the Sole Shareholder (as defined below) of AARK. The Company issued a Class V share to ‘NewGen Advisors and Consultants DWC-LLC’ (“NewGen”). NewGen is a business associate of Mr. Raman Kumar (“Sole Shareholder”). NewGen has agreed to hold the Class V share to protect the interest of the Sole Shareholder, in the event of certain events, including a hostile takeover or the appointment or removal of directors at ATI level. While the Class V share does not carry any direct economic rights, it does carry voting rights equal to 26% which will ratchet up to 51% voting rights upon occurrence of extraordinary events at the ATI level. All of the shares of Amalgamation Sub that were issued and outstanding as of the transaction date were converted into a number of newly issued AARK ordinary shares. In accordance with principles of Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”) and based on the economic interest held by the shareholders post the transaction as well as the underlying rights, it was assessed that AARK is the accounting acquirer and ATI is the accounting acquiree. The Business Combination closed on November 6, 2023 (“Closing Date”) and resulted in ATI owning 38.24 61.76 “Reverse Recapitalization” Reverse Recapitalization As mentioned above – Demerger and Business Combination ● The Sole Shareholder, who controlled AARK prior to the Business Combination, will retain a majority of the outstanding shares of ATI after giving effect to the Exchange Agreements. The Exchange Agreements are further discussed in Note 11; ● AARK has the ability to elect a majority of the members of ATI’s governing body; ● AARK’s executive team makes up the executive team of ATI; ● AARK represents an operating entity (group) with operating assets, revenues, and earnings significantly larger than WWAC. Under a reverse recapitalization, while ATI was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of pre-combination AARK issuing stock for the net assets of ATI, accompanied by a recapitalization. The net assets of ATI have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of pre-combination AARK and relate to the management consulting business. Immediately following the Business Combination, there were 15,257,666 0.0001 9,527,810 11,499,991 21,027,801 Upon closing of the Business Combination, the total number of ATI’s Class A ordinary shares issued and outstanding was 15,257,666 2,697,052 10.69 3,697 The number of Class A ordinary shares issued and outstanding immediately following the consummation of the Business Combination were: Schedule of consummation of Business Combination Public Shareholders (Redeemable Class A ordinary shares), including Bonus Shares (1) 3,157,469 Shares held by Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”) and other initial holders (2)(3) 2,750,000 Shares held by Innovo Consultancy DMCC (4) 5,638,530 Shares held by FPA Holders (5) 3,711,667 Total (6) 15,257,666 (1) Includes 87,133 Bonus Shares issued to the Company’s public shareholders and 1,024,335 “Extension Shares” issued to certain holders of Class A ordinary shares (the “Holders”) in accordance with the Non-Redemption Agreement entered into between WWAC, the Sponsor, and the Holders of Class A ordinary shares. Also includes 288,333 shares purchased by the Forward Purchase Agreement holders in the open market or via redemption reversals prior to the consummation of the Business Combination. (2) Includes 1,500,000 Class A ordinary shares issued to the Sponsor and 1,250,000 Class A ordinary shares issued to certain anchor investors upon conversion of Class B ordinary shares concurrently with the consummation of the Business Combination. 3,000,000 Class B ordinary shares were forfeited by the Sponsor upon the consummation of the Business Combination. (3) Does not include (i) 1,500,000 Class B ordinary shares forfeited upon the consummation of the Business Combination, or (ii) 1,500,000 Class B ordinary shares forfeited pursuant to a Support Agreement with the Sponsor. (4) Includes (i) 3,000,000 Class A Shares reissued against 3,000,000 Class B Shares forfeited by the Sponsor upon consummation of the Business Combination as per (2) above, and (ii) 2,638,530 remaining Bonus Shares issued to Innovo. (5) Represents a new issuance of Class A ordinary shares to the Forward Purchase Agreement holders in accordance with the Forward Purchase Agreement. (6) Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares that represent noncontrolling interest in AARK. These shares will be exchangeable (together with the proportionate reduction in the voting power of the Class V Share, and in the case of the exchange of all AARK ordinary shares, the forfeiture and cancellation of the Class V Share) into shares in Aeries Technology, Inc. in connection with the Exchange Agreements, which is further discussed in Note 11. The following table reconciles the elements of the Business Combination to the change in Net shareholders’ investment and additional paid-in capital on the condensed consolidated statement of changes in redeemable noncontrolling interest and shareholders’ equity (deficit) for the nine months and three months ended December 31, 2023: Schedule of reconciles of business combination Schedule of cash and net liabilities assumed pursuant to Business Combination Amount Balance in Company trust account 40,402 Less: Outflow on account of redemption payments (18,795 ) Less: Prepayment for recycle share under forward purchase agreement (3,083 ) Less: Payments under Non-redemption agreements (9,672 ) Less: Payment to Continental Stock Transfer for services provided in relation to the Business Combination (186 ) Net cash acquired in Business Combination 8,666 Less: Assumed net liabilities of ATI on Closing Date (1) (38,994 ) Less: Pre-combination transaction costs (3,697 ) Less: Transferred to Redeemable Noncontrolling Interest (“NCI”) pursuant to Business Combination (4,465 ) Less: Par value of Class A ordinary shares issued (2 ) Net charge to Additional paid-in-capital as a result of the Business Combination reported in Shareholders’ equity (deficit) (38,492 ) (1) Includes liability pursuant to warrants and Forward Purchase Agreement. Refer Note 14 for details As a result of the Business Combination, the Company’s Class A ordinary shares trades under the ticker symbol “AERT” and its public warrants (the “Public Warrants”) trade under the ticker symbol “AERTW” on the Nasdaq Stock Market. Prior to the consummation of the Business Combination, the Company’s common shares were traded on Nasdaq Stock Market under the symbol “WWAC.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Basis of Preparation The Company’s accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed consolidated balance sheets, operating results, statement of changes in redeemable noncontrolling interest and stockholders’ equity (deficit), and cash flows for the periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. The interim results for the three and nine months ended December 31, 2023 are not necessarily indicative of the results to be expected for the year ending March 31, 2024 or for any future interim periods. The condensed consolidated balance sheet as of March 31, 2023 included herein was derived from the audited consolidated carve-out financial statements (restated) of Aark Singapore Pte Ltd. and its subsidiaries as of that date. As such, the information included herein should be read in conjunction with the consolidated carve-out financial statements and accompanying notes of AARK as of and for the year ended March 31, 2023, filed as an exhibit to Amendment No. 2 to Current Report on Form 8-K originally filed on November 13, 2023 as amended on November 30, 2023 and December 13, 2023, which provides a more complete discussion of the Company’s accounting policies and certain other information. There have been no changes in accounting policies during the nine months ended December 31, 2023 from those disclosed in the annual consolidated carve-out financial statements and related notes for the year ended March 31, 2023, except for those described below and also as described in “Recently Adopted Accounting Pronouncements” below. All intercompany balances and transactions have been eliminated in consolidation. Periods prior to demerger transactions These condensed consolidated financial statements were extracted from the accounting records of AARK on a carve-out basis prior to May 24, 2023, including interim period ended December 31, 2022, i.e., these condensed consolidated financial statements exclude the financial results of the fintech and investing businesses that are unrelated to the merger with ATI pursuant to the Merger Agreement. The condensed consolidated financial statements have been derived from the historical accounting records of Aark Singapore Pte. Ltd., Aeries Technology Group Business Accelerators Pvt Ltd., its subsidiaries (“ATGBA”) and controlled trust. Only those assets and liabilities that are specifically identifiable to the management consultancy business activities are included in the Company’s condensed consolidated balance sheets. The Company’s condensed consolidated statements of operations and comprehensive income consist of all the revenue and expenses of the management consultancy business activities, excluding allocations of certain expenses of the excluded fintech and investing business activities. These allocations were based on methodologies that management believes to be reasonable; however, amounts derecognized by the Carve-out Entity are not necessarily representative of the amounts that would have been reflected in the condensed consolidated financial statements had the excluded businesses operated independently of the Carve-out Entity. The condensed consolidated financial statements for the period prior to the Demerger Transactions exclude the following: (a) cash and cash equivalents that were utilized solely to fund activities undertaken by the investing business of AARK, (b) long-term debt and related interest payable/expense that were solely related to financing of the fintech and investing businesses, (c) amounts due from related parties related to the fintech and investing businesses, (d) investments made by the investing business, (e) trade and other receivables of the fintech business, and (f) revenue, cost of sales, other income, advisory fees, bank charges and withholding taxes attributable to the fintech and investing businesses and allocations of certain expenses of the excluded businesses; these allocations were based on methodologies that management believes to be reasonable; however, amounts derecognized by AARK are not necessarily representative of the amounts that would have been reflected in the condensed consolidated financial statements had the excluded businesses operated independently of AARK. Differences between allocations in the condensed consolidated statements of operations and condensed consolidated balance sheets are reflected in equity as a part of “Net shareholders’ investment and additional paid-in-capital” in the condensed consolidated financial statements. Non-controlling interests represent the equity interest not owned by the Company and are recorded for condensed consolidated entities in which the Company owns less than 100% of the interests. Changes in a parent’s ownership interest while the parent retains its controlling interest are accounted for as equity transactions. Periods after the Demerger Transactions Beginning May 25, 2023 and for the interim period ended December 31, 2023, following the demerger of the fintech and investing businesses, the condensed consolidated financial statements of ATI have been prepared from the financial records of Aark Singapore Pte. Ltd., Aeries Technology Group Business Accelerators Pvt Ltd., its subsidiaries (“ATGBA”) and controlled trust on a condensed consolidated basis. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. For the nine and three months ended December 31, 2023, the Company has reported a net loss. The shareholders’ equity as at December 31, 2023 also has a deficit of $ 43,072 6,543 The Company has historically financed its operations and expansions with cash generated from operations, a revolving credit facility from Kotak Mahindra Bank, and loans from related parties. Management expects to have sufficient cash from the operations, cash reserves and debt capacity for the next 12 months and for the foreseeable future to finance our operations, our growth, expansion plans. These financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. Use of Estimates The preparation of condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, revenue recognition, allowance for credit losses, stock-based compensation, fair valuation of Forward Purchase Agreement (“FPA”) put option liabilities and private warrant liabilities, useful lives of property and equipment, accounting for income taxes, determination of incremental borrowing rates used for operating lease liabilities and right-of-use assets, obligations related to employee benefits and carve-out of financial statements, including the allocation of assets, liabilities and expenses. Management believes that the estimates and judgments upon which it relies, are reasonable based upon information available to the Company at the time that these estimates and judgments were made. Actual results could differ from those estimates. Segment Reporting The Company operates as one operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources. Forward Purchase Agreement On November 3, 2023, and November 5, 2023, WWAC entered into Forward Purchase Agreements (the “FPAs”) with Sandia Investment Management LP, Sea Otter Trading, LLC, YA II PN, Ltd and Meteora Capital Partners, LP (collectively known as “FPA holders”) for an over-the-counter (“OTC”) Equity Prepaid Forward Transaction. A Subscription Agreement (the “Subscription Agreement”) was also executed alongside the FPA for subscription of the underlying FPA shares by the FPA holders either through a new issuance or purchase of shares from existing holders (“Recycled Shares”). The FPAs and Subscription Agreements have been accounted for separately as discussed subsequently. The FPAs stipulate a new issuance of 3,711,667 288,333 42,760 ● $ 39,678 ● $ 3,083 At the end of the contract period of one year, for each unsold share held by the FPA holders, ATI is obligated to pay FPA holders an amount of $ 2 2.5 The Optional Termination Right held by the FPA holders economically results in the prepaid forward contract being akin to a written put option with the Purchaser’s right to sell all or a portion of the 4,000,000 The FPAs consist of two freestanding financial instruments that are accounted for as follows: 1) The total prepayment of $ 42,760 3,083 39,678 2) The “FPA Put Option” includes both the in-substance written put option and the expected Maturity Consideration. The FPA Put Option is a derivative instrument that the Company has recorded as a liability and measured at fair value in accordance with ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value recognized in the condensed consolidated statements of operations. The initial fair value of the FPA put option liability at the Closing Date was $ 25,009 42,256 17,247 Derivative Financial Instruments and FPA Put Option Liability The Company accounts for the Warrants (defined below) in accordance with the guidance contained in ASC 815-40 under which the Instruments (as defined below) do not meet the criteria for equity treatment and must be recorded as liabilities. The Company accounts for the FPA put option liability as a financial liability in accordance with the guidance in ASC 480-10. Warrants and FPA are collectively referred as the “Instruments”. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. See Note 12 for further discussion of the pertinent terms of the Warrants and Note 14 for further discussion of the methodology used to determine the value of the Warrants and FPA. In December 2023, the Company settled vendor balances mounting to $ 855 361,388 For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value at inception and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheets as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets but corroborated by market data. Level 3 – Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Fair Value of Financial Instruments Except for the Warrants and FPA as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, loans to affiliates, and investments. The Company holds cash at financial institutions that the Company believes are high credit quality financial institutions and limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the banks with which it does business. As of December 31, 2023 and March 31, 2023, there were one and four customers, respectively, that represented 10% or greater of the Company’s accounts receivable balance. The Company expects limited credit risk arising from its long-term investments as these primarily entail investments in the Company’s affiliates that have a credit rating that is above the minimum allowable credit rating defined in the Company’s investment policy. As a part of its risk management process, the Company limits its credit risk with respect to long-term investments by performing periodic evaluations of the credit standing of counterparties to its investments. In respect of the Company’s revenue, there were three and four customers that each accounted for more than 10 10 10 Schedule of Concentration of credit risk Three Months Ended Nine Months Ended December 31, 2023 2022 2023 2022 Customer 1 13.9 % 16.2 % 14.4 % 16.5 % Customer 2 12.9 % 15.6 % 12.7 % 15.4 % Customer 3 n/a 14.7 % 10.3 % 12.8 % Customer 4 n/a 10.0 % n/a 10.1 % Customer 5 n/a 10.0 % n/a n/a Accounts receivable, net The Company records a receivable when an unconditional right to consideration exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. If revenue recognized on a contract exceeds the billings, then the Company records an unbilled receivable for that excess amount, which is included as part of accounts receivable, net in the Company’s condensed consolidated balance sheets. Prior to the Company’s adoption of ASU 2016-13, Topic 326 Financial Instruments – Credit Losses (“Topic 326”), the accounts receivable balance was reduced by an allowance for doubtful accounts that was determined based on the Company’s assessment of the collectability of customer accounts. Under Topic 326, accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors. In establishing any required allowance, management considers historical losses adjusted for current market conditions, the current receivables aging, current payment terms and expectations of forward-looking loss estimates. Allowance for credit losses was $ 1,233 0 The following tables provides details of the Company’s allowance for credit losses: Schedule of allowance for credit losses Nine Months Ended Opening balance as of March 31, 2023 $ - Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326 149 Adjusted balance as of April 1, 2023 $ 149 Additions charged to cost and expense 1,084 Closing balance as of December 31, 2023 $ 1,233 Long-Term Investments The Company’s long-term investments consist of debt and non-marketable equity investments in privately held companies in which the Company does not have a controlling interest or significant influence, which have maturities in excess of one year and the Company does not intend to sell. Debt investments of mandatorily redeemable preference shares, which are classified as held-to-maturity since the Company has the intent and contractual ability to hold these securities to maturity. These investments are reported at amortized cost and are subject to an ongoing impairment evaluation. Income from these investments is recorded in “Interest income” in the condensed consolidated statements of operations. Under Topic 326, expected credit losses are recorded and reduced from the amortized cost of the held-to-maturity securities. Expected credit losses for long-term investments are calculated using a probability of default method. Credit losses are recorded within “Selling, general & administrative expenses” in the condensed consolidated statements of operations when an event or circumstance indicates a decline in value has occurred. Allowance for credit losses was $ 129 The following tables provides details of the Company’s allowance for credit losses: Schedule of allowance for credit losses Nine Months Ended Opening balance as of March 31, 2023 $ - Transition period adjustment on long term investments (through retained earnings) pursuant to ASC 326 126 Adjusted balance as of April 1, 2023 $ 126 Additions charged to change in provision for credit losses 3 Closing balance as of December 31, 2023 $ 129 The Company includes these long-term investments in “Long-term investments” on the condensed consolidated balance sheets. Net Loss per Share Basic net loss per share is computed by dividing income/(loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common and potential dilutive common shares outstanding during the period. The Company has not considered the effect of the Warrants sold in its initial public offering (the “Initial Public Offering”) and private placement to purchase ATI ordinary shares, and impact of FPA put option liability in the calculation of diluted net loss per share, since the instruments are not dilutive. Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments. Topic 326 requires measurement and recognition of expected credit losses for financial assets measured at amortized cost as well as certain off balance sheet commitments (loan commitments, standby letters of credit, financial guarantees, and other similar instruments). The Company had an off-balance sheet guarantee at the April 1, 2023 adoption date (see Note 11 Commitment and Contingencies). The expected credit loss for this guarantee was estimated using the probability of default method. The Company adopted ASU 2016-13 on April 1, 2023 using a modified retrospective approach. Results for reporting periods beginning April 1, 2023 are presented under Accounting Standards Codification (“ASC”) 326 while prior period amounts continue to be reported in accordance with previously applicable US GAAP. The adoption of ASU 2016-13 resulted in an after-tax cumulative-effect reduction to opening retained earnings and noncontrolling interest of $223 as of April 1, 2023. The following table summarizes the impact of the Company’s adoption of ASU 2016-13: Schedule of impact of the Company adoption As Reported Impact of Balance as of 2023 Accumulated retained earnings (deficit) 6,318 (190 ) 6,128 Noncontrolling interests 1,279 (33 ) 1,246 Accounts receivable, net 13,416 (149 ) 13,267 Prepaid expenses and other current assets 4,117 - 4,117 Other current liabilities 4,201 21 4,222 Other assets 2,259 (1 ) 2,258 Long-term investments 1,564 (126 ) 1,438 Deferred tax asset 1,237 75 1,312 Expense related to credit losses is classified within “Selling, general & administrative expenses” in the condensed consolidated statements of operations. Recent Accounting Pronouncements not yet Adopted In August 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 31, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the issued standard and does not believe it will materially impact the Company. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is in the process of evaluating the Impact of the amendments this ASU will have on the financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which requires public entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis. ASU 2023-09 is effective for the Company for the fiscal year ended March 31, 2025. The Company is currently evaluating the effect of the update. Other recent pronouncements are either not applicable or are not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Restatement of Previously Issue
Restatement of Previously Issued Condensed Carve-out Consolidated Financial Statements | 9 Months Ended |
Dec. 31, 2023 | |
Restatement Of Previously Issued Condensed Carve-out Consolidated Financial Statements | |
Restatement of Previously Issued Condensed Carve-out Consolidated Financial Statements | Note 3 – Restatement of Previously Issued Condensed Carve-out Consolidated Financial Statements In connection with the preparation of the Company’s previously issued unaudited condensed carve-out consolidated financial statements as of and for the nine months ended December 31, 2022, the Company’s management identified certain errors as described below: (a) Accounting for deferred transaction cost in relation to reverse recapitalization. (b) an overstatement of the net income attributable to Aark Singapore Pte. Ltd., an understatement of net income attributable to noncontrolling interest The Company’s condensed consolidated carve-out financial information for the nine months ended December 31, 2022, published as a part of its registration statement on Form S-4 dated May 12, 2023, has been restated in accordance with ASC 250, Accounting Changes and Error Corrections. The impact of these restatements on Loss Per Share has not been provided given that the Company has disclosed the same only for the period from the Closing Date to December 31, 2023 as set out in Note 15. (a) Accounting for deferred transaction cost in relation to reverse recapitalization The Company had previously not recognized certain expenses pertaining to Business Combination incurred till period ended December 31, 2022. This resulted in understatement of the Selling, general and administrative expenses and overstatement of net income. Further, certain transaction costs were identified as costs eligible for deferral under staff accounting bulletin (“SAB”) topic 5.A to be subsequently charged off against the gross proceeds of the Business Combination. This resulted in overstatement of Selling, general and administrative expenses and understatement of net income. On an aggregate basis both these adjustments resulted in overstatement of Selling, general and administrative expenses and understatement of net income. The resultant change is reflected in the following table, which summarizes the effect of the restatement on the affected financial statement line within the previously reported unaudited condensed consolidated carve-out financial information for the nine months ended December 31, 2022. Schedule of the restatement on the affected financial statement Particulars As Previously Reported December 31, Restatement Adjustment As Restated December 31, Selling, general and administrative expenses 8,202 (304 ) 7,898 Total operating expenses 8,202 (304 ) 7,898 Income from operations 1,140 304 1,444 Income before income taxes 1,667 304 1,971 Net income 517 304 821 Less: Net income attributable to noncontrolling interest (1) 69 56 125 Net income attributable to controlling interest 448 248 696 (1) The change in net income attributable to noncontrolling interest comprises of two impacts i.e., consequential impact on account of the change in accounting for transaction costs as set out above and change in the percentage attributable to noncontrolling interest based on the note discussed below. Pursuant to the above, the deferred transaction cost recognised within current assets increased by $ 1,022 304 (b) an overstatement of the net income attributable to Aark Singapore Pte. Ltd., an understatement of net income attributable to noncontrolling interest The Company previously considered treasury shares of its subsidiary, in the calculation of the Company’s controlling shareholding and corresponding noncontrolling interest. However, it was subsequently determined that as these shares are not issued yet and available for issuance, they should be excluded from the calculations of share count for accounting purposes. The change resulted in a decrease in the allocation of net income to Aark Singapore Pte. Ltd. and a corresponding increase in the allocation of net income to noncontrolling interest. This resultant change is reflected in the following tables, which summarize the effect of the restatement on the affected financial statement line items within the previously reported unaudited condensed consolidated carve-out financial information for the nine months ended December 31, 2022. Schedule of unaudited consolidated financial information Particulars As Previously Reported December 31, Restatement Adjustment As Restated December 31, In the Statement of Operations Net income attributable to noncontrolling interest 68 19 87 |
Short-term borrowings
Short-term borrowings | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Short-term borrowings | Note 4 - Short-term borrowings Schedule of Short-term Borrowings December 31, March 31, Short-term borrowings $ 6,225 $ 1,364 Current portion of vehicle loan 13 12 $ 6,238 $ 1,376 In May 2023, the Company amended its revolving credit facility (“Amended Credit Facility”), whereby the total borrowing capacity was increased from INR 160,000 1,925 320,000 3,850 3,034 1,364 0.80 1.20 Prior to the Closing Date, ATI modified the terms of payment owed to Shearman & Sterling LLP, a multinational law firm providing legal consultancy services to ATI. This resulted in a reduction in the total amount owed by ATI to Shearman & Sterling LLP from $4,842 of accounts payable to $4,000 of interest-free and unsecured promissory note, payable in four equal tranches. Subsequently, the promissory note was amended upon payment of $1,500, wherein the balance $2,500 was promised to be paid in two equal tranches. $2,500 owed to Sherman & Sterling LLP has been disclosed as short-term debt, as ATI has an unconditional obligation to settle it within twelve months from December 31, 2023. After the Closing Date, ATI obtained an insurance policy for its directors and senior officers with maximum coverage of $5,000. The total premium payable in relation to this was $880 out of which $176 was paid upfront and balance $704 is payable in ten equal monthly instalments of $73. The arrangement represents a financing transaction where the premium payable has been deferred. The interest rate under the arrangement is 9.2 % per annum. The cumulative interest payable throughout the tenure under the arrangement amounts to $30 and the same would be recognized as part of the interest expense in the condensed consolidated statement of operations. During the nine months and three months ended December 31, 2023, the interest expense so recognized was $10. The balance premium payable as at December 31, 2023 is $641 and has been disclosed as a current liability since ATI has an unconditional obligation to settle it by September 2024. For additional information on the vehicle loan see Note 5 – Long-term debt. |
Long-term debt
Long-term debt | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term debt | Note 5 - Long-term debt Long-term debt consists of the following: Schedule of Long-term debt December 31, 2023 March 31, 2023 Loan from the director of ATGBA $ 836 $ 845 Loan from an affiliate 193 - Non-current portion of vehicle loan 112 124 $ 1,141 $ 969 For additional information on the loan from the director of ATGBA, Mr. Vaibhav Rao, to a subsidiary company and loan from an affiliate, see Note 9 – Related Party Transactions - point (g) and (d), respectively. Vehicle loan On December 7, 2022, the Company entered into a vehicle loan, secured by the vehicle, for INR 11,450 (or approximately $ 138 10.75 48 As of December 31, 2023, the future maturities of debt by fiscal year are as follows: Schedule of future maturities of debt 2024 $ 3 2025 850 2026 15 2027 286 Total future maturities of debt $ 1,154 |
Revenue
Revenue | 9 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 6 - Revenue Disaggregation of Revenue The Company presents and discusses revenues by customer location. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors. The following table shows the disaggregation of the Company’s revenues by major customer location. Revenues are attributed to geographic regions based upon billed client location. Substantially all of the revenue in our North America region relates to operations in the United States. Schedule of Disaggregation of Revenue Three Months Ended Nine Months Ended 2023 2022 2023 2022 North America $ 14,533 $ 11,761 $ 40,899 $ 35,739 Asia Pacific and Other 4,364 930 11,906 2,288 Total revenue $ 18,897 $ 12,691 $ 52,805 $ 38,027 Contract balances Contract assets comprise amounts where the Company’s right to bill is contingent on something other than the passage of time. As of December 31, 2023 and March 31, 2023, the Company’s contract assets were $ 1,564 0 Contract liabilities, or deferred revenue, comprise amounts collected from the Company’s customers for revenues not yet earned and amounts which are anticipated to be recorded as revenues when services are performed. The amount of revenue recognized in the nine months ended December 31, 2023 and 2022 that was included in deferred revenue at the beginning of each period was $ 181 228 As of December 31, 2023 and March 31, 2023 the Company’s deferred revenue was $ 155 193 no |
Employee Compensation and Benef
Employee Compensation and Benefits | 9 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Compensation and Benefits | Note 7 - Employee Compensation and Benefits The Company has employee benefit plans in the form of certain statutory and other programs covering its employees. Defined Benefit Plan - Gratuity The Company’s subsidiaries in India have defined benefit plans comprising of gratuity under Payments of Gratuity Act, 1972 covering eligible employees in India. The present value of the defined benefit obligations and other long-term employee benefits is determined based on actuarial valuation using the projected unit credit method. The rate used to discount defined benefit obligation is determined by reference to market yields at the balance sheet date on Indian government bonds for the estimated term of obligations. Actuarial gains or losses arising on account of experience adjustment and the effect of changes in actuarial assumptions are initially recognized in the condensed consolidated statements of comprehensive income, and the unrecognized actuarial loss is amortized to the condensed consolidated statements of operations over the average remaining service period of the active employees expected to receive benefits under the plan. Changes in “Other comprehensive income/ (loss)” during the three and nine months ended December 31, 2023 and 2022 were as follows: Schedule of Other comprehensive loss Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net actuarial loss / (gain) $ (14 ) $ (86 ) $ 100 $ (51 ) Amortization of net actuarial (gain) (21 ) (15 ) (64 ) (47 ) Deferred tax expense / (benefit) 9 25 (9 ) 25 Unrecognized actuarial loss / (gain) on employee benefit plan obligations $ (26 ) $ (76 ) $ 27 $ (73 ) Net defined benefit plan costs for the three and nine months ended December 31, 2023 and 2022 include the following components: Schedule of net defined benefit plan costs Three Months Ended Nine Months Ended 2023 2022 2023 2022 Service costs $ 112 $ 83 $ 338 $ 255 Interest costs 24 13 74 39 Amortization of net actuarial loss 21 15 64 47 Net defined benefit plan costs $ 157 $ 111 $ 476 $ 341 |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 - Income Taxes The Company determines its tax provision for interim periods using an estimate of its annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. The Company updated its estimate of the annual effective tax rate, and if its estimated tax rate changes, the Company will be making a cumulative adjustment. The Company’s effective tax rate (“ETR”) is (10.8) 58.3 (3.5) 173.8 The movement in ETR was primarily due to 1) a significant increase in loss before income taxes mainly due to change in fair value of derivative warrant liabilities which cannot be set off against future taxable income as the Company is situated in Cayman Islands wherein no tax is applicable, and 2) increase in non-deductible expenses incurred, during the three and nine months ended December 31, 2023, as compared to the three and nine months ended December 31, 2022. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 - Related Party Transactions Schedule of Related Party Transactions Name of the related party Relationship Aark II Pte Limited Affiliate entity Aarx Singapore Pte Ltd Affiliate entity Aeries Technology Products And Strategies Private Limited (“ATPSPL”) Affiliate entity Aeries Financial Technologies Private Limited Affiliate entity Bhanix Finance And Investment Limited Affiliate entity Ralak Consulting LLP Affiliate entity TSLC Pte Limited Affiliate entity Venu Raman Kumar Chairman of ATI’s Board and controlling shareholder Vaibhav Rao Members of immediate families of Venu Raman Kumar Sudhir Appukuttan Panikassery Key managerial personnel Summary of significant transactions and balances due to and from related parties are as follows: Schedule of significant transactions and balances due to and from related parties Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost sharing arrangements Aeries Financial Technologies Private Limited (b) 42 40 143 115 Bhanix Finance And Investment Limited (b) 27 2 87 84 Corporate guarantee commission Bhanix Finance And Investment Limited - 3 2 9 Corporate guarantee expense Aeries Technology Products And Strategies Private Limited (j) - 4 2 11 Interest expense Aeries Technology Products And Strategies Private Limited (d) 7 - 21 1 Mr. Vaibhav Rao (g) 21 21 63 65 Interest income Aeries Financial Technologies Private Limited (f), (h) 43 60 123 112 Aeries Technology Products And Strategies Private Limited (e), (h) 24 21 77 64 Legal and professional fees paid Ralak Consulting LLP (c) 133 78 346 302 Management consultancy service Aark II Pte Limited (a) 737 346 2,439 949 TSLC Pte Limited (a) 39 - 127 - Office management and support services expense Aeries Technology Products And Strategies Private Limited (i) 1 8 76 13 December 31, March 31, 2023 2023 Accounts payable Aeries Technology Products And Strategies Private Limited (i) $ - $ 29 Accounts receivable Aeries Technology Products And Strategies Private Limited 1 - Aark II Pte Limited (a) 483 1,084 Aeries Financial Technologies Private Limited (b) 8 9 Bhanix Finance And Investment Limited (b) 51 86 TSLC Pte Limited (a) 159 259 Interest payable (classified under other current liabilities) Aeries Technology Products And Strategies Private Limited (d) 9 1 Interest receivable (classified under prepaid expenses and other current assets) Aeries Technology Products And Strategies Private Limited (e) 50 57 Investment in 0.001% Series-A Redeemable preference share Aeries Financial Technologies Private Limited (h) 903 803 Investment in 10% Cumulative redeemable preference shares Aeries Technology Products And Strategies Private Limited (h) 784 761 Loan from Members of immediate families of Venu Raman Kumar Mr. Vaibhav Rao (g) 836 845 Loans from affiliates Aeries Technology Products and Strategies Private Limited (d) 193 - Loans to affiliates (classified under other assets) Aeries Financial Technologies Private Limited (f) 105 106 Aeries Technology Products And Strategies Private Limited (e) 337 335 (a) The Company provided management consulting services to Aark II Pte Ltd under an agreement dated June 21, 2021 and its amendments thereof and to TSLC Pte Ltd under an agreement dated July 12, 2021. (b) The Company was in a cost sharing arrangement with Aeries Financial Technologies Private Ltd and Bhanix Finance and Investment Ltd under separate agreements dated April 1, 2020. The cost sharing arrangement included costs in the areas of office management, IT and operations. The agreements are for a 36-month term with auto renewals after the original term. (c) The Company availed consulting services including implementation services in business restructuring, risk management, feasibility studies, mergers & acquisitions etc. from Ralak Consulting LLP vide agreement dated April 01, 2022. (d) The Company incurred interest expense in relation to loans taken from ATPSPL, which were borrowed to meet working capital requirements. The loans were for a 3-year term and were issued at an interest rate of 12% per annum. (e) The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 12% per annum. (f) The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 15-17% per annum. (g) The Company obtained a loan at 10% interest rate from Vaibhav Rao for business purposes. The agreement shall remain valid until the principal amount along with interest is fully repaid. The principal amount of the loan was outstanding in entirety as of the nine month ended December 31, 2023 and 2022. (h) This amount represents investments in affiliates. The Company earned interest income on its investments in affiliates. (i) The Company availed management consulting services from ATPSPL under agreements dated March 20, 2020 and April 1, 2021. (j) ATPSPL gave corporate guarantee of INR 240,000 (or approximately $2,888 at the exchange rate in effect on December 31, 2023) on behalf of the Company towards the revolving credit facility availed. ATPSPL charges a corporate guarantee commission of 0.5% on the total corporate guarantee given. The guarantee was withdrawn during the nine month ended December 31, 2023. The Company has also executed two Exchange Agreements: (1) with AARK and Mr. Raman Kumar (“Sole Shareholder”) in his capacity as a shareholder’ of AARK; and (2) with ATGBA and Mr. Sudhir Appukuttan Panikassery, Mr. Ajay Khare, and Mr. Unnikrishnan Balakrishnan Nambiar, key managerial personnel of ATGBA in their capacity as shareholders’ of ATGBA (together referred to as “counterparties”). Under the Exchange Agreements, the counterparties would have a right to exchange the shares held by them in AARK/ ATGBA against shares of ATI or cash subject to the conditions specified in the Exchange Agreement. Refer Note 11 for details. Additionally, pursuant to the Business Combination, 5,638,530 Class A ordinary shares have been issued to Innovo Consultancy DMCC, which is wholly owned by Sole Shareholder. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | Note 10 - Stock-Based Compensation Aeries Employees Stock Option Plan, 2020 On August 1, 2020, ATGBA’s board of directors approved and executed the Aeries Employees Stock Option Plan (“ESOP”), which was subsequently amended on July 22, 2022. Under ESOP, the Company has authorized to grant up to 59,900 59,900 The options issued under the ESOP generally are subject to service conditions. The service condition is typically one year. The stock-based compensation expense is recognized in the condensed consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period. The following table summarizes the ESOP stock option activity for the nine months ended December 31, 2023: Schedule of stock option activity Shares Weighted average Weighted-average Aggregate Options outstanding at March 31, 2023 59,900 $ - - $ - Options granted - $ - - $ - Options exercised - - - - Options canceled, forfeited or expired - - - - Options outstanding at December 31, 2023 59,900 $ 0.12 4.56 $ 4,739 Vested and exercisable at December 31, 2023 59,900 $ 0.12 4.56 $ 4,739 Aeries Management Stock Option Plan, 2019 On September 23, 2019, ATGBA’s board of directors approved and executed the Aeries Management Stock Option Plan 2019 (“MSOP”), which was subsequently amended on December 31, 2022. Under MSOP, ATGBA has authorized to grant up to 295,565 The options issued under the MSOP generally are subject to both service and performance conditions. The service condition is typically one year, and the performance conditions are based on the condensed consolidated revenue and adjusted profit before tax of Aeries Technology Group Business Accelerators Pvt Ltd. The stock-based compensation expense is recognized in the condensed consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period if it is probable that the performance target will be achieved. The following table summarizes the MSOP stock option activity for the nine months ended December 31, 2023: Schedule of stock option activity Shares Weighted average Weighted-average Aggregate Options outstanding at March 31, 2023 295,565 $ - - $ - Options granted - - - - Options exercised - - - - Options canceled, forfeited or expired - - - - Options outstanding at December 31, 2023 295,565 $ 0.12 1.92 $ 23,385 Vested and exercisable at December 31, 2023 295,565 $ 0.12 1.92 $ 23,385 The Company uses the BSM option-pricing model to determine the grant-date fair value of stock options. The determination of the fair value of stock options on the grant date is affected by the estimated underlying common stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends. The grant date fair value of the Company’s stock options granted to employees were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: Schedule of weighted average assumptions 2022 Grants Expected term 3.5 Expected volatility 40.80 % Risk free interest rate 3.01 % Annual dividend yield 0.00 % During the nine months ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of $ 1,626 2,482 During the three months ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of $ 0 1,425 There were no As of December 31, 2023, there was no 3,050 Aeries Technology, Inc. 2023 Equity Incentive Plan The board of directors of ATI approved the Aeries Technology, Inc. 2023 Equity Incentive Plan (the “Plan”) on March 11, 2023, subject to approval by ATI’s shareholders’. The Plan was approved by ATI’s shareholders’, on November 2, 2023 and the Plan became effective upon the consummation of the Business Combination. The maximum number of ATI Class A ordinary shares that may be issued under the Plan may not exceed 9,031,027 ATI Class A ordinary shares, subject to certain adjustments set forth in the Plan. No awards have yet been granted under this Plan. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2023 | |
Commitments and contingencies (Note 11) | |
Commitments and Contingencies | Note 11 - Commitments and Contingencies Corporate Guarantees The Company has an outstanding guarantee of nil and INR 200,000 2,433 2 9 Indemnification obligations In the normal course of business, the Company is a party to a variety of agreements under which it may be obligated to indemnify the other party for certain matters. These obligations typically arise in contracts where the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations or covenants for certain matters, infringement of third-party intellectual property rights, data privacy violations, and certain tortious conduct in the course of providing services. The duration of these indemnifications varies, and in certain cases, is indefinite. The Company is unable to reasonably estimate the maximum potential amount of future payments under these or similar agreements due to the unique facts and circumstances of each agreement and the fact that certain indemnifications provide for no limitation to the maximum potential future payments under the indemnification. Management is not aware of any such matters that would have a material effect on the condensed consolidated financial statements of the Company. Legal Proceedings From time to time, the Company may be involved in proceedings and litigation, claims and other legal matters arising in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, nonmonetary sanctions, or relief. Management is not currently aware of any matters that are reasonably likely to have a material adverse impact on the Company’s business, financial position, results of operations, or cash flows. Exchange Agreements Upon consummation of the Business Combination, the holders of AARK ordinary shares and Aeries Technology Group Business Accelerators Pvt Ltd. (“ATGBA”) ordinary shares each entered into the Exchange Agreements. Pursuant to the Exchange Agreements, from and after the date of the Exchange Agreements and prior to April 1, 2024 and subject to certain exercise conditions, each holder of AARK ordinary shares and ATGBA ordinary shares may exchange up to 20% of the number of AARK ordinary shares and ATGBA ordinary shares, as applicable, held by such holder for Class A ordinary shares of the Company or cash, in each case as provided in the Exchange Agreements. From and after April 1, 2024 and subject to certain exercise conditions, the Company shall have the right to acquire all of the AARK or ATGBA ordinary Share for Class A ordinary shares or Cash. In addition, after April 01, 2024 and subject to certain exercise condition, each shareholder of ATGBA and AARK ordinary shares shall have the right to require the Company to provide Class A ordinary shares or cash in exchange for up to all of the AARK or ATGBA ordinary share. Each share of AARK may be exchanged for 2,246 Class A ordinary shares the Company and each ATGBA ordinary share may be exchanged for 14.40 Class A ordinary shares of the Company, in each case subject to certain adjustments. The cash exchange payment may only be elected in the event approval from the Reserve Bank of India (“RBI”) is not obtained for exchange of shares and provided that the Company has reasonable cash flow to be able to pay the cash exchange payment and such payment would not be prohibited by any then outstanding debt agreements or arrangements of the Company. Class A ordinary shares issuance to certain vendors As set out in the section on Derivative Financial Instruments and FPA Put Option Liability |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Dec. 31, 2023 | |
Warrant Liabilities | |
Warrant Liabilities | Note 12 - Warrant Liabilities On October 22, 2021, pursuant to the consummation of the Initial Public Offering (IPO), the Company issued 11,499,991 Public Warrants. Simultaneously with the closing of the IPO, WWAC issued 8,900,000 warrants in a private placement (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, which included 900,000 Units as a result of the underwriter’s full exercise of its option to purchase up to 900,000 additional warrants, at a purchase price of $1.00 per Private Placement Warrant. On November 6, 2023, WWAC issued 627,810 other Private Placement Warrants to the Sponsor pursuant to the conversion of a promissory note payable to the Sponsor. Upon consummation of the Business Combination, the Company assumed 11,499,991 Public Warrants and 9,527,810 Private Placement Warrants (collectively the “Warrants”). The Company accounted for the Warrants in accordance with the guidance contained in ASC 815-40 given that certain provisions within the warrant agreement either preclude the warrants from being considered indexed to the ATI’s own stock or the fixed-for-fixed option criteria are not met. On this basis the Public and Private Placement Warrants are classified as a liability and are measured at fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed consolidated statement of operations. Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), for $ 11.50 the Company may redeem the outstanding Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and ● if, and only if, the last reported sales price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $ 18.00 The Company may also redeem the outstanding Warrants: ● in whole and not in part; ● at $0.10 per warrant ● upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per Ordinary Share (as adjusted); provided that if the Reference Value equals or exceeds $ 18.00 No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) | 9 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) | Note 13 - Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) The condensed consolidated statements of changes in Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) reflect the reverse recapitalization and Business Combination as mentioned in Note 1, on Demerger and Business Combination, and Reverse Recapitalization. As AARK was deemed to be the acquirer in the Business Combination, all periods prior to the completion of the Business Combination reflect the balances and activity of AARK. The consolidated balances as of March 31, 2023 from the audited financial statements of AARK as of that date, share activity (Class A ordinary shares) and per share amounts in the condensed consolidated statement of change in shareholders’ equity (deficit) were not retroactively adjusted given that the exchange of all the shares held by the owners of AARK as contemplated under the Exchange agreements as set out in Note 11 has not been completed. Preference shares The Company is authorized to issue 5,000,000 0.0001 no Class A ordinary shares The Company is authorized to issue 500,000,000 0.0001 15,619,004 4,000,000 Class V ordinary shares The Company is authorized to issue 1 0.0001 1 26 51 Common stock Pre-combination AARK had only one class of common stock having no par value. Holders of common stock were entitled to one vote per share held. As of June 14, 2023 (immediately prior to the effective date of a stock split), there were 10 10,000 10,000 Redeemable noncontrolling interest As of December 31, 2023, the prior investors of AARK owned 61.76% of the common shares of AARK, and prior investors of ATGBA owned 14.69 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 14 - Fair Value Measurements As of December 31, 2023, the Company had financial instruments which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Significant changes in the inputs could result in a significant change in the fair value measurements. See each respective footnote for information on the assumptions used in calculating the fair value of financial instruments. The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and March 31, 2023, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Summary of Liabilities Measured at Fair Value on a Recurring Basis Summary of Liabilities Measured at Fair Value on a Recurring Basis December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase Agreement put option liability $ - $ - $ 42,256 $ 42,256 Public Warrants 1,048 - - $ 1,048 Private Placement Warrants - - 869 $ 869 Total liabilities $ 1,048 $ - $ 43,125 $ 44,173 March 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase Agreement put option liability $ - $ - $ - $ - Public Warrants - - - $ - Private Placement Warrants - - - $ - Total liabilities $ - $ - $ - $ - The initial fair value of the FPA put option liability at the Closing Date was $ 25,009 17,247 The valuation of the forward purchase agreement put option liability was made using the following assumptions as of December 31, 2023: Schedule of derivative contract assumptions Term (years) 0.85 Risk-free interest rate 4.93 % Volatility 48.6 % Stock price at measurement date $ 2.50 Given that the Public Warrants have a listed price available, the Company classified them as Level 1. The Company has classified the privately placed warrants within Level 3 of the hierarchy as the fair value derived using the Black-Scholes option pricing model, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs. There were no transfers between fair value levels during the three and nine months ended December 31, 2023. The valuation of the liability for the Private Placement Warrants was made using the following assumptions as of December 31, 2023: Schedule of derivative contract assumptions Term (years) 4.85 Risk-free interest rate 3.85 % Volatility 38.2 % Stock price at measurement date $ 2.50 The following table presents a summary of the changes in the fair value of Derivative Liabilities: Summary of The Changes In The Fair Value of Derivative Warrant Liabilities Forward Purchase Agreement Put Option Liability Public Private Total Fair value at April 1, 2023 $ - $ - $ - $ - Warrants and Forward Purchase Agreement put option liability acquired as part of Business Combination as at November 6, 2023 25,009 1,513 1,256 27,778 Change in fair value (gain) / loss 17,247 (465 ) (387 ) 16,395 Fair value as of December 31, 2023 $ 42,256 $ 1,048 $ 869 $ 44,173 Based on the expected VWAP as at inception as well as December 31, 2023 it is not expected that ATI would be required to issue additional Class A ordinary shares to certain vendors. On this basis, Fair value of the derivative financial instrument representing ATI’s obligation to issue additional Class A ordinary shares has been determined to be insignificant on initial recognition as well as at December 31, 2023 and accordingly the quantitative disclosures in relation to the fair value have not been provided. |
Net loss per Share
Net loss per Share | 9 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net loss per Share | Note 15 - Net loss per Share Basic consolidated net loss per share (“EPS”) is calculated using the Company’s share of its subsidiaries earnings/ net loss as well as ATI stand-alone earnings/ net loss and the weighted number of shares outstanding during the reporting period. Diluted consolidated EPS includes the dilutive effect of vested and unvested stock options of the Company’s subsidiaries. The Company analyzed the calculation of net loss per share for periods prior to the Business Combination on November 6, 2023 and determined that it resulted in values that would not be meaningful to the users of the condensed consolidated financial statements, as the capital structure completely changed as a result of the Business Combination. Therefore, net loss per share information has not been presented for periods prior to the Business Combination. The basic and diluted net loss per share attributable to Class A ordinary shareholders’ for the three and nine month period ended December 31, 2023, as presented on the condensed consolidated statements of operations, represents only the period after the Business Combination to December 31, 2023. The Company’s Class V ordinary shares do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net loss per Class V ordinary share under the two-class method has not been presented. The following table sets forth the computation of basic and diluted net loss per share for the period from November 6, 2023 through December 31, 2023 (in thousands, except share and per share amounts): Schedule of reconciliation of net income per share Numerator: Net income / (loss) attributable to controlling interest for the period from November 6, 2023 through December 31, 2023 $ (16,626 ) Denominator: Weighted average shares outstanding of Class A ordinary shares, basic and diluted for the period from November 6, 2023 through December 31, 2023 15,389,062 Net loss per share Ordinary Shares Basic $ (1.08 ) Diluted $ (1.08 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events Aeries Technology Singapore Pte. Ltd (“ATSG”), a company incorporated in Singapore on December 2, 2023, was wholly owned by the Sole Shareholder comprising of one common share of ATSG. On January 4, 2024, the share held by the Sole Shareholder was transferred to AARK constituting 100% of ATSG’s share capital, for $ 1 499,999 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation The Company’s accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed consolidated balance sheets, operating results, statement of changes in redeemable noncontrolling interest and stockholders’ equity (deficit), and cash flows for the periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. The interim results for the three and nine months ended December 31, 2023 are not necessarily indicative of the results to be expected for the year ending March 31, 2024 or for any future interim periods. The condensed consolidated balance sheet as of March 31, 2023 included herein was derived from the audited consolidated carve-out financial statements (restated) of Aark Singapore Pte Ltd. and its subsidiaries as of that date. As such, the information included herein should be read in conjunction with the consolidated carve-out financial statements and accompanying notes of AARK as of and for the year ended March 31, 2023, filed as an exhibit to Amendment No. 2 to Current Report on Form 8-K originally filed on November 13, 2023 as amended on November 30, 2023 and December 13, 2023, which provides a more complete discussion of the Company’s accounting policies and certain other information. There have been no changes in accounting policies during the nine months ended December 31, 2023 from those disclosed in the annual consolidated carve-out financial statements and related notes for the year ended March 31, 2023, except for those described below and also as described in “Recently Adopted Accounting Pronouncements” below. All intercompany balances and transactions have been eliminated in consolidation. |
Periods prior to demerger transactions | Periods prior to demerger transactions These condensed consolidated financial statements were extracted from the accounting records of AARK on a carve-out basis prior to May 24, 2023, including interim period ended December 31, 2022, i.e., these condensed consolidated financial statements exclude the financial results of the fintech and investing businesses that are unrelated to the merger with ATI pursuant to the Merger Agreement. The condensed consolidated financial statements have been derived from the historical accounting records of Aark Singapore Pte. Ltd., Aeries Technology Group Business Accelerators Pvt Ltd., its subsidiaries (“ATGBA”) and controlled trust. Only those assets and liabilities that are specifically identifiable to the management consultancy business activities are included in the Company’s condensed consolidated balance sheets. The Company’s condensed consolidated statements of operations and comprehensive income consist of all the revenue and expenses of the management consultancy business activities, excluding allocations of certain expenses of the excluded fintech and investing business activities. These allocations were based on methodologies that management believes to be reasonable; however, amounts derecognized by the Carve-out Entity are not necessarily representative of the amounts that would have been reflected in the condensed consolidated financial statements had the excluded businesses operated independently of the Carve-out Entity. The condensed consolidated financial statements for the period prior to the Demerger Transactions exclude the following: (a) cash and cash equivalents that were utilized solely to fund activities undertaken by the investing business of AARK, (b) long-term debt and related interest payable/expense that were solely related to financing of the fintech and investing businesses, (c) amounts due from related parties related to the fintech and investing businesses, (d) investments made by the investing business, (e) trade and other receivables of the fintech business, and (f) revenue, cost of sales, other income, advisory fees, bank charges and withholding taxes attributable to the fintech and investing businesses and allocations of certain expenses of the excluded businesses; these allocations were based on methodologies that management believes to be reasonable; however, amounts derecognized by AARK are not necessarily representative of the amounts that would have been reflected in the condensed consolidated financial statements had the excluded businesses operated independently of AARK. Differences between allocations in the condensed consolidated statements of operations and condensed consolidated balance sheets are reflected in equity as a part of “Net shareholders’ investment and additional paid-in-capital” in the condensed consolidated financial statements. Non-controlling interests represent the equity interest not owned by the Company and are recorded for condensed consolidated entities in which the Company owns less than 100% of the interests. Changes in a parent’s ownership interest while the parent retains its controlling interest are accounted for as equity transactions. |
Periods after the Demerger Transactions | Periods after the Demerger Transactions Beginning May 25, 2023 and for the interim period ended December 31, 2023, following the demerger of the fintech and investing businesses, the condensed consolidated financial statements of ATI have been prepared from the financial records of Aark Singapore Pte. Ltd., Aeries Technology Group Business Accelerators Pvt Ltd., its subsidiaries (“ATGBA”) and controlled trust on a condensed consolidated basis. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Going Concern | Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. For the nine and three months ended December 31, 2023, the Company has reported a net loss. The shareholders’ equity as at December 31, 2023 also has a deficit of $ 43,072 6,543 The Company has historically financed its operations and expansions with cash generated from operations, a revolving credit facility from Kotak Mahindra Bank, and loans from related parties. Management expects to have sufficient cash from the operations, cash reserves and debt capacity for the next 12 months and for the foreseeable future to finance our operations, our growth, expansion plans. These financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, revenue recognition, allowance for credit losses, stock-based compensation, fair valuation of Forward Purchase Agreement (“FPA”) put option liabilities and private warrant liabilities, useful lives of property and equipment, accounting for income taxes, determination of incremental borrowing rates used for operating lease liabilities and right-of-use assets, obligations related to employee benefits and carve-out of financial statements, including the allocation of assets, liabilities and expenses. Management believes that the estimates and judgments upon which it relies, are reasonable based upon information available to the Company at the time that these estimates and judgments were made. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company operates as one operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources. |
Forward Purchase Agreement | Forward Purchase Agreement On November 3, 2023, and November 5, 2023, WWAC entered into Forward Purchase Agreements (the “FPAs”) with Sandia Investment Management LP, Sea Otter Trading, LLC, YA II PN, Ltd and Meteora Capital Partners, LP (collectively known as “FPA holders”) for an over-the-counter (“OTC”) Equity Prepaid Forward Transaction. A Subscription Agreement (the “Subscription Agreement”) was also executed alongside the FPA for subscription of the underlying FPA shares by the FPA holders either through a new issuance or purchase of shares from existing holders (“Recycled Shares”). The FPAs and Subscription Agreements have been accounted for separately as discussed subsequently. The FPAs stipulate a new issuance of 3,711,667 288,333 42,760 ● $ 39,678 ● $ 3,083 At the end of the contract period of one year, for each unsold share held by the FPA holders, ATI is obligated to pay FPA holders an amount of $ 2 2.5 The Optional Termination Right held by the FPA holders economically results in the prepaid forward contract being akin to a written put option with the Purchaser’s right to sell all or a portion of the 4,000,000 The FPAs consist of two freestanding financial instruments that are accounted for as follows: 1) The total prepayment of $ 42,760 3,083 39,678 2) The “FPA Put Option” includes both the in-substance written put option and the expected Maturity Consideration. The FPA Put Option is a derivative instrument that the Company has recorded as a liability and measured at fair value in accordance with ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value recognized in the condensed consolidated statements of operations. The initial fair value of the FPA put option liability at the Closing Date was $ 25,009 42,256 17,247 |
Derivative Financial Instruments and FPA Put Option Liability | Derivative Financial Instruments and FPA Put Option Liability The Company accounts for the Warrants (defined below) in accordance with the guidance contained in ASC 815-40 under which the Instruments (as defined below) do not meet the criteria for equity treatment and must be recorded as liabilities. The Company accounts for the FPA put option liability as a financial liability in accordance with the guidance in ASC 480-10. Warrants and FPA are collectively referred as the “Instruments”. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. See Note 12 for further discussion of the pertinent terms of the Warrants and Note 14 for further discussion of the methodology used to determine the value of the Warrants and FPA. In December 2023, the Company settled vendor balances mounting to $ 855 361,388 For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value at inception and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheets as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets but corroborated by market data. Level 3 – Unobservable inputs that are supported by little or no market activity and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Except for the Warrants and FPA as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, loans to affiliates, and investments. The Company holds cash at financial institutions that the Company believes are high credit quality financial institutions and limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the banks with which it does business. As of December 31, 2023 and March 31, 2023, there were one and four customers, respectively, that represented 10% or greater of the Company’s accounts receivable balance. The Company expects limited credit risk arising from its long-term investments as these primarily entail investments in the Company’s affiliates that have a credit rating that is above the minimum allowable credit rating defined in the Company’s investment policy. As a part of its risk management process, the Company limits its credit risk with respect to long-term investments by performing periodic evaluations of the credit standing of counterparties to its investments. In respect of the Company’s revenue, there were three and four customers that each accounted for more than 10 10 10 Schedule of Concentration of credit risk Three Months Ended Nine Months Ended December 31, 2023 2022 2023 2022 Customer 1 13.9 % 16.2 % 14.4 % 16.5 % Customer 2 12.9 % 15.6 % 12.7 % 15.4 % Customer 3 n/a 14.7 % 10.3 % 12.8 % Customer 4 n/a 10.0 % n/a 10.1 % Customer 5 n/a 10.0 % n/a n/a Accounts receivable, net The Company records a receivable when an unconditional right to consideration exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. If revenue recognized on a contract exceeds the billings, then the Company records an unbilled receivable for that excess amount, which is included as part of accounts receivable, net in the Company’s condensed consolidated balance sheets. Prior to the Company’s adoption of ASU 2016-13, Topic 326 Financial Instruments – Credit Losses (“Topic 326”), the accounts receivable balance was reduced by an allowance for doubtful accounts that was determined based on the Company’s assessment of the collectability of customer accounts. Under Topic 326, accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors. In establishing any required allowance, management considers historical losses adjusted for current market conditions, the current receivables aging, current payment terms and expectations of forward-looking loss estimates. Allowance for credit losses was $ 1,233 0 The following tables provides details of the Company’s allowance for credit losses: Schedule of allowance for credit losses Nine Months Ended Opening balance as of March 31, 2023 $ - Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326 149 Adjusted balance as of April 1, 2023 $ 149 Additions charged to cost and expense 1,084 Closing balance as of December 31, 2023 $ 1,233 |
Accounts receivable, net | Accounts receivable, net The Company records a receivable when an unconditional right to consideration exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. If revenue recognized on a contract exceeds the billings, then the Company records an unbilled receivable for that excess amount, which is included as part of accounts receivable, net in the Company’s condensed consolidated balance sheets. |
Long-Term Investments | Long-Term Investments The Company’s long-term investments consist of debt and non-marketable equity investments in privately held companies in which the Company does not have a controlling interest or significant influence, which have maturities in excess of one year and the Company does not intend to sell. Debt investments of mandatorily redeemable preference shares, which are classified as held-to-maturity since the Company has the intent and contractual ability to hold these securities to maturity. These investments are reported at amortized cost and are subject to an ongoing impairment evaluation. Income from these investments is recorded in “Interest income” in the condensed consolidated statements of operations. Under Topic 326, expected credit losses are recorded and reduced from the amortized cost of the held-to-maturity securities. Expected credit losses for long-term investments are calculated using a probability of default method. Credit losses are recorded within “Selling, general & administrative expenses” in the condensed consolidated statements of operations when an event or circumstance indicates a decline in value has occurred. Allowance for credit losses was $ 129 The following tables provides details of the Company’s allowance for credit losses: Schedule of allowance for credit losses Nine Months Ended Opening balance as of March 31, 2023 $ - Transition period adjustment on long term investments (through retained earnings) pursuant to ASC 326 126 Adjusted balance as of April 1, 2023 $ 126 Additions charged to change in provision for credit losses 3 Closing balance as of December 31, 2023 $ 129 The Company includes these long-term investments in “Long-term investments” on the condensed consolidated balance sheets. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing income/(loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common and potential dilutive common shares outstanding during the period. The Company has not considered the effect of the Warrants sold in its initial public offering (the “Initial Public Offering”) and private placement to purchase ATI ordinary shares, and impact of FPA put option liability in the calculation of diluted net loss per share, since the instruments are not dilutive. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments. Topic 326 requires measurement and recognition of expected credit losses for financial assets measured at amortized cost as well as certain off balance sheet commitments (loan commitments, standby letters of credit, financial guarantees, and other similar instruments). The Company had an off-balance sheet guarantee at the April 1, 2023 adoption date (see Note 11 Commitment and Contingencies). The expected credit loss for this guarantee was estimated using the probability of default method. The Company adopted ASU 2016-13 on April 1, 2023 using a modified retrospective approach. Results for reporting periods beginning April 1, 2023 are presented under Accounting Standards Codification (“ASC”) 326 while prior period amounts continue to be reported in accordance with previously applicable US GAAP. The adoption of ASU 2016-13 resulted in an after-tax cumulative-effect reduction to opening retained earnings and noncontrolling interest of $223 as of April 1, 2023. The following table summarizes the impact of the Company’s adoption of ASU 2016-13: Schedule of impact of the Company adoption As Reported Impact of Balance as of 2023 Accumulated retained earnings (deficit) 6,318 (190 ) 6,128 Noncontrolling interests 1,279 (33 ) 1,246 Accounts receivable, net 13,416 (149 ) 13,267 Prepaid expenses and other current assets 4,117 - 4,117 Other current liabilities 4,201 21 4,222 Other assets 2,259 (1 ) 2,258 Long-term investments 1,564 (126 ) 1,438 Deferred tax asset 1,237 75 1,312 Expense related to credit losses is classified within “Selling, general & administrative expenses” in the condensed consolidated statements of operations. |
Recent Accounting Pronouncements not yet Adopted | Recent Accounting Pronouncements not yet Adopted In August 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 31, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the issued standard and does not believe it will materially impact the Company. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is in the process of evaluating the Impact of the amendments this ASU will have on the financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which requires public entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis. ASU 2023-09 is effective for the Company for the fiscal year ended March 31, 2025. The Company is currently evaluating the effect of the update. Other recent pronouncements are either not applicable or are not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Nature of Operations (Tables)
Nature of Operations (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of consummation of Business Combination | Schedule of consummation of Business Combination Public Shareholders (Redeemable Class A ordinary shares), including Bonus Shares (1) 3,157,469 Shares held by Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”) and other initial holders (2)(3) 2,750,000 Shares held by Innovo Consultancy DMCC (4) 5,638,530 Shares held by FPA Holders (5) 3,711,667 Total (6) 15,257,666 (1) Includes 87,133 Bonus Shares issued to the Company’s public shareholders and 1,024,335 “Extension Shares” issued to certain holders of Class A ordinary shares (the “Holders”) in accordance with the Non-Redemption Agreement entered into between WWAC, the Sponsor, and the Holders of Class A ordinary shares. Also includes 288,333 shares purchased by the Forward Purchase Agreement holders in the open market or via redemption reversals prior to the consummation of the Business Combination. (2) Includes 1,500,000 Class A ordinary shares issued to the Sponsor and 1,250,000 Class A ordinary shares issued to certain anchor investors upon conversion of Class B ordinary shares concurrently with the consummation of the Business Combination. 3,000,000 Class B ordinary shares were forfeited by the Sponsor upon the consummation of the Business Combination. (3) Does not include (i) 1,500,000 Class B ordinary shares forfeited upon the consummation of the Business Combination, or (ii) 1,500,000 Class B ordinary shares forfeited pursuant to a Support Agreement with the Sponsor. (4) Includes (i) 3,000,000 Class A Shares reissued against 3,000,000 Class B Shares forfeited by the Sponsor upon consummation of the Business Combination as per (2) above, and (ii) 2,638,530 remaining Bonus Shares issued to Innovo. (5) Represents a new issuance of Class A ordinary shares to the Forward Purchase Agreement holders in accordance with the Forward Purchase Agreement. (6) Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares that represent noncontrolling interest in AARK. These shares will be exchangeable (together with the proportionate reduction in the voting power of the Class V Share, and in the case of the exchange of all AARK ordinary shares, the forfeiture and cancellation of the Class V Share) into shares in Aeries Technology, Inc. in connection with the Exchange Agreements, which is further discussed in Note 11. |
Schedule of reconciles of business combination | Schedule of reconciles of business combination Schedule of cash and net liabilities assumed pursuant to Business Combination Amount Balance in Company trust account 40,402 Less: Outflow on account of redemption payments (18,795 ) Less: Prepayment for recycle share under forward purchase agreement (3,083 ) Less: Payments under Non-redemption agreements (9,672 ) Less: Payment to Continental Stock Transfer for services provided in relation to the Business Combination (186 ) Net cash acquired in Business Combination 8,666 Less: Assumed net liabilities of ATI on Closing Date (1) (38,994 ) Less: Pre-combination transaction costs (3,697 ) Less: Transferred to Redeemable Noncontrolling Interest (“NCI”) pursuant to Business Combination (4,465 ) Less: Par value of Class A ordinary shares issued (2 ) Net charge to Additional paid-in-capital as a result of the Business Combination reported in Shareholders’ equity (deficit) (38,492 ) (1) Includes liability pursuant to warrants and Forward Purchase Agreement. Refer Note 14 for details |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Concentration of credit risk | Schedule of Concentration of credit risk Three Months Ended Nine Months Ended December 31, 2023 2022 2023 2022 Customer 1 13.9 % 16.2 % 14.4 % 16.5 % Customer 2 12.9 % 15.6 % 12.7 % 15.4 % Customer 3 n/a 14.7 % 10.3 % 12.8 % Customer 4 n/a 10.0 % n/a 10.1 % Customer 5 n/a 10.0 % n/a n/a |
Schedule of allowance for credit losses | Schedule of allowance for credit losses Nine Months Ended Opening balance as of March 31, 2023 $ - Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326 149 Adjusted balance as of April 1, 2023 $ 149 Additions charged to cost and expense 1,084 Closing balance as of December 31, 2023 $ 1,233 |
Schedule of allowance for credit losses | Schedule of allowance for credit losses Nine Months Ended Opening balance as of March 31, 2023 $ - Transition period adjustment on long term investments (through retained earnings) pursuant to ASC 326 126 Adjusted balance as of April 1, 2023 $ 126 Additions charged to change in provision for credit losses 3 Closing balance as of December 31, 2023 $ 129 |
Schedule of impact of the Company adoption | Schedule of impact of the Company adoption As Reported Impact of Balance as of 2023 Accumulated retained earnings (deficit) 6,318 (190 ) 6,128 Noncontrolling interests 1,279 (33 ) 1,246 Accounts receivable, net 13,416 (149 ) 13,267 Prepaid expenses and other current assets 4,117 - 4,117 Other current liabilities 4,201 21 4,222 Other assets 2,259 (1 ) 2,258 Long-term investments 1,564 (126 ) 1,438 Deferred tax asset 1,237 75 1,312 |
Restatement of Previously Iss_2
Restatement of Previously Issued Condensed Carve-out Consolidated Financial Statements (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Restatement Of Previously Issued Condensed Carve-out Consolidated Financial Statements | |
Schedule of the restatement on the affected financial statement | Schedule of the restatement on the affected financial statement Particulars As Previously Reported December 31, Restatement Adjustment As Restated December 31, Selling, general and administrative expenses 8,202 (304 ) 7,898 Total operating expenses 8,202 (304 ) 7,898 Income from operations 1,140 304 1,444 Income before income taxes 1,667 304 1,971 Net income 517 304 821 Less: Net income attributable to noncontrolling interest (1) 69 56 125 Net income attributable to controlling interest 448 248 696 (1) The change in net income attributable to noncontrolling interest comprises of two impacts i.e., consequential impact on account of the change in accounting for transaction costs as set out above and change in the percentage attributable to noncontrolling interest based on the note discussed below. |
Schedule of unaudited consolidated financial information | Schedule of unaudited consolidated financial information Particulars As Previously Reported December 31, Restatement Adjustment As Restated December 31, In the Statement of Operations Net income attributable to noncontrolling interest 68 19 87 |
Short-term borrowings (Tables)
Short-term borrowings (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Borrowings | Schedule of Short-term Borrowings December 31, March 31, Short-term borrowings $ 6,225 $ 1,364 Current portion of vehicle loan 13 12 $ 6,238 $ 1,376 |
Long-term debt (Tables)
Long-term debt (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term debt | Schedule of Long-term debt December 31, 2023 March 31, 2023 Loan from the director of ATGBA $ 836 $ 845 Loan from an affiliate 193 - Non-current portion of vehicle loan 112 124 $ 1,141 $ 969 |
Schedule of future maturities of debt | Schedule of future maturities of debt 2024 $ 3 2025 850 2026 15 2027 286 Total future maturities of debt $ 1,154 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Schedule of Disaggregation of Revenue Three Months Ended Nine Months Ended 2023 2022 2023 2022 North America $ 14,533 $ 11,761 $ 40,899 $ 35,739 Asia Pacific and Other 4,364 930 11,906 2,288 Total revenue $ 18,897 $ 12,691 $ 52,805 $ 38,027 |
Employee Compensation and Ben_2
Employee Compensation and Benefits (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Other comprehensive loss | Schedule of Other comprehensive loss Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net actuarial loss / (gain) $ (14 ) $ (86 ) $ 100 $ (51 ) Amortization of net actuarial (gain) (21 ) (15 ) (64 ) (47 ) Deferred tax expense / (benefit) 9 25 (9 ) 25 Unrecognized actuarial loss / (gain) on employee benefit plan obligations $ (26 ) $ (76 ) $ 27 $ (73 ) |
Schedule of net defined benefit plan costs | Schedule of net defined benefit plan costs Three Months Ended Nine Months Ended 2023 2022 2023 2022 Service costs $ 112 $ 83 $ 338 $ 255 Interest costs 24 13 74 39 Amortization of net actuarial loss 21 15 64 47 Net defined benefit plan costs $ 157 $ 111 $ 476 $ 341 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions Name of the related party Relationship Aark II Pte Limited Affiliate entity Aarx Singapore Pte Ltd Affiliate entity Aeries Technology Products And Strategies Private Limited (“ATPSPL”) Affiliate entity Aeries Financial Technologies Private Limited Affiliate entity Bhanix Finance And Investment Limited Affiliate entity Ralak Consulting LLP Affiliate entity TSLC Pte Limited Affiliate entity Venu Raman Kumar Chairman of ATI’s Board and controlling shareholder Vaibhav Rao Members of immediate families of Venu Raman Kumar Sudhir Appukuttan Panikassery Key managerial personnel |
Schedule of significant transactions and balances due to and from related parties | Schedule of significant transactions and balances due to and from related parties Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost sharing arrangements Aeries Financial Technologies Private Limited (b) 42 40 143 115 Bhanix Finance And Investment Limited (b) 27 2 87 84 Corporate guarantee commission Bhanix Finance And Investment Limited - 3 2 9 Corporate guarantee expense Aeries Technology Products And Strategies Private Limited (j) - 4 2 11 Interest expense Aeries Technology Products And Strategies Private Limited (d) 7 - 21 1 Mr. Vaibhav Rao (g) 21 21 63 65 Interest income Aeries Financial Technologies Private Limited (f), (h) 43 60 123 112 Aeries Technology Products And Strategies Private Limited (e), (h) 24 21 77 64 Legal and professional fees paid Ralak Consulting LLP (c) 133 78 346 302 Management consultancy service Aark II Pte Limited (a) 737 346 2,439 949 TSLC Pte Limited (a) 39 - 127 - Office management and support services expense Aeries Technology Products And Strategies Private Limited (i) 1 8 76 13 December 31, March 31, 2023 2023 Accounts payable Aeries Technology Products And Strategies Private Limited (i) $ - $ 29 Accounts receivable Aeries Technology Products And Strategies Private Limited 1 - Aark II Pte Limited (a) 483 1,084 Aeries Financial Technologies Private Limited (b) 8 9 Bhanix Finance And Investment Limited (b) 51 86 TSLC Pte Limited (a) 159 259 Interest payable (classified under other current liabilities) Aeries Technology Products And Strategies Private Limited (d) 9 1 Interest receivable (classified under prepaid expenses and other current assets) Aeries Technology Products And Strategies Private Limited (e) 50 57 Investment in 0.001% Series-A Redeemable preference share Aeries Financial Technologies Private Limited (h) 903 803 Investment in 10% Cumulative redeemable preference shares Aeries Technology Products And Strategies Private Limited (h) 784 761 Loan from Members of immediate families of Venu Raman Kumar Mr. Vaibhav Rao (g) 836 845 Loans from affiliates Aeries Technology Products and Strategies Private Limited (d) 193 - Loans to affiliates (classified under other assets) Aeries Financial Technologies Private Limited (f) 105 106 Aeries Technology Products And Strategies Private Limited (e) 337 335 (a) The Company provided management consulting services to Aark II Pte Ltd under an agreement dated June 21, 2021 and its amendments thereof and to TSLC Pte Ltd under an agreement dated July 12, 2021. (b) The Company was in a cost sharing arrangement with Aeries Financial Technologies Private Ltd and Bhanix Finance and Investment Ltd under separate agreements dated April 1, 2020. The cost sharing arrangement included costs in the areas of office management, IT and operations. The agreements are for a 36-month term with auto renewals after the original term. (c) The Company availed consulting services including implementation services in business restructuring, risk management, feasibility studies, mergers & acquisitions etc. from Ralak Consulting LLP vide agreement dated April 01, 2022. (d) The Company incurred interest expense in relation to loans taken from ATPSPL, which were borrowed to meet working capital requirements. The loans were for a 3-year term and were issued at an interest rate of 12% per annum. (e) The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 12% per annum. (f) The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 15-17% per annum. (g) The Company obtained a loan at 10% interest rate from Vaibhav Rao for business purposes. The agreement shall remain valid until the principal amount along with interest is fully repaid. The principal amount of the loan was outstanding in entirety as of the nine month ended December 31, 2023 and 2022. (h) This amount represents investments in affiliates. The Company earned interest income on its investments in affiliates. (i) The Company availed management consulting services from ATPSPL under agreements dated March 20, 2020 and April 1, 2021. (j) ATPSPL gave corporate guarantee of INR 240,000 (or approximately $2,888 at the exchange rate in effect on December 31, 2023) on behalf of the Company towards the revolving credit facility availed. ATPSPL charges a corporate guarantee commission of 0.5% on the total corporate guarantee given. The guarantee was withdrawn during the nine month ended December 31, 2023. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Shares Weighted average Weighted-average Aggregate Options outstanding at March 31, 2023 59,900 $ - - $ - Options granted - $ - - $ - Options exercised - - - - Options canceled, forfeited or expired - - - - Options outstanding at December 31, 2023 59,900 $ 0.12 4.56 $ 4,739 Vested and exercisable at December 31, 2023 59,900 $ 0.12 4.56 $ 4,739 |
Schedule of stock option activity | Schedule of stock option activity Shares Weighted average Weighted-average Aggregate Options outstanding at March 31, 2023 295,565 $ - - $ - Options granted - - - - Options exercised - - - - Options canceled, forfeited or expired - - - - Options outstanding at December 31, 2023 295,565 $ 0.12 1.92 $ 23,385 Vested and exercisable at December 31, 2023 295,565 $ 0.12 1.92 $ 23,385 |
Schedule of weighted average assumptions | Schedule of weighted average assumptions 2022 Grants Expected term 3.5 Expected volatility 40.80 % Risk free interest rate 3.01 % Annual dividend yield 0.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | |
Summary of Liabilities Measured at Fair Value on a Recurring Basis | Summary of Liabilities Measured at Fair Value on a Recurring Basis December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase Agreement put option liability $ - $ - $ 42,256 $ 42,256 Public Warrants 1,048 - - $ 1,048 Private Placement Warrants - - 869 $ 869 Total liabilities $ 1,048 $ - $ 43,125 $ 44,173 March 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Forward Purchase Agreement put option liability $ - $ - $ - $ - Public Warrants - - - $ - Private Placement Warrants - - - $ - Total liabilities $ - $ - $ - $ - |
Summary of The Changes In The Fair Value of Derivative Warrant Liabilities | Summary of The Changes In The Fair Value of Derivative Warrant Liabilities Forward Purchase Agreement Put Option Liability Public Private Total Fair value at April 1, 2023 $ - $ - $ - $ - Warrants and Forward Purchase Agreement put option liability acquired as part of Business Combination as at November 6, 2023 25,009 1,513 1,256 27,778 Change in fair value (gain) / loss 17,247 (465 ) (387 ) 16,395 Fair value as of December 31, 2023 $ 42,256 $ 1,048 $ 869 $ 44,173 |
Forward Purchase Agreement Put Option Liability [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of derivative contract assumptions | Schedule of derivative contract assumptions Term (years) 0.85 Risk-free interest rate 4.93 % Volatility 48.6 % Stock price at measurement date $ 2.50 |
Private Warrants Liability [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of derivative contract assumptions | Schedule of derivative contract assumptions Term (years) 4.85 Risk-free interest rate 3.85 % Volatility 38.2 % Stock price at measurement date $ 2.50 |
Net loss per Share (Tables)
Net loss per Share (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of net income per share | Schedule of reconciliation of net income per share Numerator: Net income / (loss) attributable to controlling interest for the period from November 6, 2023 through December 31, 2023 $ (16,626 ) Denominator: Weighted average shares outstanding of Class A ordinary shares, basic and diluted for the period from November 6, 2023 through December 31, 2023 15,389,062 Net loss per share Ordinary Shares Basic $ (1.08 ) Diluted $ (1.08 ) |
Nature of Operations (Details)
Nature of Operations (Details) | Dec. 31, 2023 shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Public Shareholders (Redeemable Class A ordinary shares), including Bonus Shares | 3,157,469 | [1] |
Shares held by Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”) and other initial holders | 2,750,000 | [2],[3] |
Shares held by Innovo Consultancy DMCC | 5,638,530 | [4] |
Shares held by FPA Holders | 3,711,667 | [5] |
Total | 15,257,666 | [6] |
[1]Includes 87,133 Bonus Shares issued to the Company’s public shareholders and 1,024,335 “Extension Shares” issued to certain holders of Class A ordinary shares (the “Holders”) in accordance with the Non-Redemption Agreement entered into between WWAC, the Sponsor, and the Holders of Class A ordinary shares. Also includes 288,333 shares purchased by the Forward Purchase Agreement holders in the open market or via redemption reversals prior to the consummation of the Business Combination.[2]Does not include (i) 1,500,000 Class B ordinary shares forfeited upon the consummation of the Business Combination, or (ii) 1,500,000 Class B ordinary shares forfeited pursuant to a Support Agreement with the Sponsor.[3]Includes 1,500,000 Class A ordinary shares issued to the Sponsor and 1,250,000 Class A ordinary shares issued to certain anchor investors upon conversion of Class B ordinary shares concurrently with the consummation of the Business Combination. 3,000,000 Class B ordinary shares were forfeited by the Sponsor upon the consummation of the Business Combination.[4]Includes (i) 3,000,000 Class A Shares reissued against 3,000,000 Class B Shares forfeited by the Sponsor upon consummation of the Business Combination as per (2) above, and (ii) 2,638,530 remaining Bonus Shares issued to Innovo.[5]Represents a new issuance of Class A ordinary shares to the Forward Purchase Agreement holders in accordance with the Forward Purchase Agreement.[6]Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares that represent noncontrolling interest in AARK. These shares will be exchangeable (together with the proportionate reduction in the voting power of the Class V Share, and in the case of the exchange of all AARK ordinary shares, the forfeiture and cancellation of the Class V Share) into shares in Aeries Technology, Inc. in connection with the Exchange Agreements, which is further discussed in Note 11. |
Nature of Operations (Details 1
Nature of Operations (Details 1) $ in Thousands | 9 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance in Company trust account | $ 40,402 | |
Less: Outflow on account of redemption payments | (18,795) | |
Less: Prepayment for recycle share under forward purchase agreement | (3,083) | |
Less: Payments under Non-redemption agreements | (9,672) | |
Less: Payment to Continental Stock Transfer for services provided in relation to the Business Combination | (186) | |
Net cash acquired in Business Combination | 8,666 | |
Less: Assumed net liabilities of ATI on Closing Date | (38,994) | [1] |
Less: Pre-combination transaction costs | (3,697) | |
Less: Transferred to Redeemable Noncontrolling Interest (“NCI”) pursuant to Business Combination | (4,465) | |
Less: Par value of Class A ordinary shares issued | (2) | |
Net charge to Additional paid-in-capital as a result of the Business Combination reported in Shareholders’ equity (deficit) | $ (38,492) | |
[1]Includes liability pursuant to warrants and Forward Purchase Agreement. Refer Note 14 for details |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Dec. 31, 2023 | Nov. 06, 2023 | Mar. 31, 2023 | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Shares issued | [1] | 15,257,666 | ||
Common stock, par value | $ 0 | $ 0 | ||
Warrants outstanding | 21,027,801 | |||
Transaction costs relating to business combination | $ 3,697 | |||
Private Placement Warrants [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Purchase of additional shares | 9,527,810 | |||
Public Warrants [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Purchase of additional shares | 11,499,991 | |||
Common Stock [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Shares issued | 15,257,666 | |||
Common stock, par value | $ 0.0001 | |||
Redemption of shares | 2,697,052 | |||
Redemption price | $ 10.69 | |||
Ordinary Shares Class A [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Shares issued | 15,257,666 | |||
Share outstanding | 15,257,666 | |||
A A R K [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Ownership, percentage | 38.24% | |||
A A R K Shareholders [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Ownership, percentage | 61.76% | |||
[1]Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares that represent noncontrolling interest in AARK. These shares will be exchangeable (together with the proportionate reduction in the voting power of the Class V Share, and in the case of the exchange of all AARK ordinary shares, the forfeiture and cancellation of the Class V Share) into shares in Aeries Technology, Inc. in connection with the Exchange Agreements, which is further discussed in Note 11. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Customer One [Member] | ||||
Concentration of credit risk, percentage | 13.90% | 16.20% | 14.40% | 16.50% |
Customer Two [Member] | ||||
Concentration of credit risk, percentage | 12.90% | 15.60% | 12.70% | 15.40% |
Customer Three [Member] | ||||
Concentration of credit risk, percentage | 14.70% | 10.30% | 12.80% | |
Customer Four [Member] | ||||
Concentration of credit risk, percentage | 10% | 10.10% | ||
Customer Five [Member] | ||||
Concentration of credit risk, percentage | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) $ in Thousands | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Product Information [Line Items] | |
Opening balance as of March 31, 2023 | $ 0 |
Closing balance as of December 31, 2023 | 1,233 |
Accounts Receivable [Member] | |
Product Information [Line Items] | |
Opening balance as of March 31, 2023 | |
Transition period adjustment on accounts receivables (through retained earnings) pursuant to ASC 326 | 149 |
Adjusted balance as of April 1, 2023 | 149 |
Additions charged to cost and expense | 1,084 |
Closing balance as of December 31, 2023 | $ 1,233 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) $ in Thousands | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Product Information [Line Items] | |
Opening balance as of March 31, 2023 | $ 0 |
Closing balance as of December 31, 2023 | 1,233 |
Long Term Investment [Member] | |
Product Information [Line Items] | |
Opening balance as of March 31, 2023 | |
Transition period adjustment on long term investments (through retained earnings) pursuant to ASC 326 | 126 |
Adjusted balance as of April 1, 2023 | 126 |
Additions charged to change in provision for credit losses | 3 |
Closing balance as of December 31, 2023 | $ 129 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Accumulated retained earnings (deficit) | $ (42,496) | $ 6,318 |
Noncontrolling interests | 1,279 | |
Prepaid expenses and other current assets | 7,302 | 4,117 |
Other current liabilities | 7,210 | $ 4,201 |
Previously Reported [Member] | ||
Accumulated retained earnings (deficit) | 6,318 | |
Noncontrolling interests | 1,279 | |
Accounts receivable, net | 13,416 | |
Prepaid expenses and other current assets | 4,117 | |
Other current liabilities | 4,201 | |
Other assets | 2,259 | |
Long-term investments | 1,564 | |
Deferred tax asset | 1,237 | |
Revision of Prior Period, Adjustment [Member] | ||
Accumulated retained earnings (deficit) | (190) | |
Noncontrolling interests | (33) | |
Accounts receivable, net | (149) | |
Prepaid expenses and other current assets | ||
Other current liabilities | 21 | |
Other assets | (1) | |
Long-term investments | (126) | |
Deferred tax asset | 75 | |
As Restated [Member] | ||
Accumulated retained earnings (deficit) | 6,128 | |
Noncontrolling interests | 1,246 | |
Accounts receivable, net | 13,267 | |
Prepaid expenses and other current assets | 4,117 | |
Other current liabilities | 4,222 | |
Other assets | 2,258 | |
Long-term investments | 1,438 | |
Deferred tax asset | $ 1,312 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Nov. 05, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | ||
[custom:ShareholdersEquityDeficit-0] | $ 43,072 | $ 43,072 | |||||
Cash Equivalents, at Carrying Value | 6,543 | $ 6,543 | |||||
Number of shares issued | 200,000 | ||||||
Redemption shares | 288,333 | ||||||
Prepayment Amount | $ 42,760 | $ 42,760 | |||||
Underlying consideration amount | 39,678 | ||||||
Settlement of accounts payable through issuance of shares to vendors | $ 855 | ||||||
Shares issued | [1] | 15,257,666 | 15,257,666 | ||||
Allowance for credit losses | $ 1,233 | $ 1,233 | $ 0 | ||||
Long-term investments, net of allowance | $ 129 | $ 129 | |||||
Customer Three [Member] | |||||||
Concentration of credit risk, percentage | 14.70% | 10.30% | 12.80% | ||||
Customer Four [Member] | |||||||
Concentration of credit risk, percentage | 10% | 10.10% | |||||
Customer Two [Member] | |||||||
Concentration of credit risk, percentage | 12.90% | 15.60% | 12.70% | 15.40% | |||
Customer Five [Member] | |||||||
Concentration of credit risk, percentage | 10% | ||||||
Customer [Member] | |||||||
Concentration of credit risk, percentage | 10% | 10% | 10% | 10% | |||
Revenue Benchmark [Member] | Customer Three [Member] | |||||||
Concentration of credit risk, percentage | 10% | 10% | |||||
Revenue Benchmark [Member] | Customer Four [Member] | |||||||
Concentration of credit risk, percentage | 10% | 10% | |||||
Revenue Benchmark [Member] | Customer Two [Member] | |||||||
Concentration of credit risk, percentage | 10% | ||||||
Revenue Benchmark [Member] | Customer Five [Member] | |||||||
Concentration of credit risk, percentage | 10% | ||||||
Common Stock [Member] | |||||||
Shares issued | 15,257,666 | 15,257,666 | |||||
Forward Purchase Agreement [Member] | |||||||
Prepayment Amount | $ 42,256 | $ 42,256 | |||||
Cash paid | 3,083 | 3,083 | |||||
Derivative liability | 25,009 | 25,009 | |||||
Change in the fair value of derivative liability | 17,247 | 17,247 | |||||
Forward Purchase Agreement [Member] | Common Stock [Member] | |||||||
Number of shares issued | 4,000,000 | ||||||
Forward Purchase Agreement [Member] | A T I [Member] | |||||||
Prepayment Amount | 42,760 | 42,760 | |||||
Cash paid | $ 2 | $ 2 | |||||
Weighted average price | $ 2.5 | $ 2.5 | |||||
Common Class A [Member] | |||||||
Shares issued | 361,388 | 361,388 | |||||
Common Class A [Member] | Forward Purchase Agreement [Member] | |||||||
Number of shares issued | 3,711,667 | ||||||
Number of share issued, value | $ 39,678 | ||||||
[1]Does not include 10,000 AARK ordinary shares and 655,788 Aeries Technology Group Business Accelerators Private Limited’s ordinary shares that represent noncontrolling interest in AARK. These shares will be exchangeable (together with the proportionate reduction in the voting power of the Class V Share, and in the case of the exchange of all AARK ordinary shares, the forfeiture and cancellation of the Class V Share) into shares in Aeries Technology, Inc. in connection with the Exchange Agreements, which is further discussed in Note 11. |
Restatement of Previously Iss_3
Restatement of Previously Issued Carve-out Consolidated Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Total operating expenses | $ 5,313 | $ 2,025 | $ 12,321 | $ 7,898 | |||||
Income from operations | 733 | 293 | 2,996 | 1,444 | |||||
Net income | (16,649) | $ 927 | $ 494 | (315) | $ (222) | $ 1,358 | |||
Less: Net income attributable to NCI* | $ (44) | $ (45) | $ 137 | 125 | |||||
Previously Reported [Member] | |||||||||
Selling, administrative and general expenses | 8,202 | ||||||||
Total operating expenses | 8,202 | ||||||||
Income from operations | 1,140 | ||||||||
Income before income taxes | 1,667 | ||||||||
Net income | 517 | ||||||||
Less: Net income attributable to NCI* | [1] | 69 | |||||||
Net income attributable to controlling interest | 448 | ||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||
Selling, administrative and general expenses | (304) | ||||||||
Total operating expenses | (304) | ||||||||
Income from operations | 304 | ||||||||
Income before income taxes | 304 | ||||||||
Net income | 304 | ||||||||
Less: Net income attributable to NCI* | [1] | 56 | |||||||
Net income attributable to controlling interest | 248 | ||||||||
As Restated [Member] | |||||||||
Selling, administrative and general expenses | 7,898 | ||||||||
Total operating expenses | 7,898 | ||||||||
Income from operations | 1,444 | ||||||||
Income before income taxes | 1,971 | ||||||||
Net income | 821 | ||||||||
Less: Net income attributable to NCI* | [1] | 125 | |||||||
Net income attributable to controlling interest | $ 696 | ||||||||
[1]The change in net income attributable to noncontrolling interest comprises of two impacts i.e., consequential impact on account of the change in accounting for transaction costs as set out above and change in the percentage attributable to noncontrolling interest based on the note discussed below. |
Restatement of Previously Iss_4
Restatement of Previously Issued Carve-out Consolidated Financial Statements (Details 1) $ in Thousands | 9 Months Ended |
Dec. 31, 2022 USD ($) | |
Previously Reported [Member] | |
Net income attributable to noncontrolling interest | $ 68 |
Revision of Prior Period, Adjustment [Member] | |
Net income attributable to noncontrolling interest | 19 |
As Restated [Member] | |
Net income attributable to noncontrolling interest | $ 87 |
Restatement of Previously Iss_5
Restatement of Previously Issued Condensed Carve-out Consolidated Financial Statements (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Restatement Of Previously Issued Condensed Carve-out Consolidated Financial Statements | ||
Current assets | $ 1,022 | |
Assets and liabilities | $ 304 |
Short-term Borrowings (Details)
Short-term Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Extinguishment of Debt [Line Items] | ||
Short-term borrowings | $ 6,238 | $ 1,376 |
Short-Term Debt [Member] | ||
Extinguishment of Debt [Line Items] | ||
Short-term borrowings | 6,225 | 1,364 |
Current Portion Of Vehicle Loan [Member] | ||
Extinguishment of Debt [Line Items] | ||
Short-term borrowings | $ 13 | $ 12 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | ||
Long term debt | $ 1,141 | $ 969 |
Loan From Director [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt | 836 | 845 |
Loan From Affiliate [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt | 193 | |
Vehicle Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt | $ 112 | $ 124 |
Short-term borrowings (Details
Short-term borrowings (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 07, 2022 | Dec. 31, 2023 | Mar. 31, 2023 | |
Line of Credit Facility [Line Items] | |||
[custom:ExchangeRate-0] | $ 138 | $ 2,433 | |
Debt Instrument, Interest Rate During Period | 10.75% | 0.80% | 1.20% |
Legal consultancy services | This resulted in a reduction in the total amount owed by ATI to Shearman & Sterling LLP from $4,842 of accounts payable to $4,000 of interest-free and unsecured promissory note, payable in four equal tranches. Subsequently, the promissory note was amended upon payment of $1,500, wherein the balance $2,500 was promised to be paid in two equal tranches. $2,500 owed to Sherman & Sterling LLP has been disclosed as short-term debt, as ATI has an unconditional obligation to settle it within twelve months from December 31, 2023. | ||
Insurance for its directors | After the Closing Date, ATI obtained an insurance policy for its directors and senior officers with maximum coverage of $5,000. The total premium payable in relation to this was $880 out of which $176 was paid upfront and balance $704 is payable in ten equal monthly instalments of $73. The arrangement represents a financing transaction where the premium payable has been deferred. The interest rate under the arrangement is 9.2 % per annum. The cumulative interest payable throughout the tenure under the arrangement amounts to $30 and the same would be recognized as part of the interest expense in the condensed consolidated statement of operations. During the nine months and three months ended December 31, 2023, the interest expense so recognized was $10. The balance premium payable as at December 31, 2023 is $641 and has been disclosed as a current liability since ATI has an unconditional obligation to settle it by September 2024. | ||
Amended Credit Facility [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Current Borrowing Capacity | $ 160,000 | ||
[custom:ExchangeRate-0] | 1,925 | ||
Amended Credit Facility [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Current Borrowing Capacity | 320,000 | ||
[custom:ExchangeRate-0] | 3,850 | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Fund drawdown amount | $ 3,034 | $ 1,364 |
Long-term Debt (Details 1)
Long-term Debt (Details 1) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 3 |
2025 | 850 |
2026 | 15 |
2027 | 286 |
Total future maturities of debt | $ 1,154 |
Long-term debt (Details Narrati
Long-term debt (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 07, 2023 | Dec. 07, 2022 | Dec. 31, 2023 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||||
Exchange rate | $ 138 | $ 2,433 | ||
Interest rate | 10.75% | 0.80% | 1.20% | |
Debt instrument term | 48 months |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 18,897 | $ 12,691 | $ 52,805 | $ 38,027 |
North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 14,533 | 11,761 | 40,899 | 35,739 |
Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 4,364 | $ 930 | $ 11,906 | $ 2,288 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 1,564 | $ 0 | |
Deferred revenue recognized | 181 | $ 228 | |
Deferred revenue | 155 | 193 | |
Deferred revenue, non current | $ 0 | $ 0 |
Employee Compensation and Ben_3
Employee Compensation and Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||||
Net actuarial loss / (gain) | $ (14) | $ (86) | $ 100 | $ (51) |
Amortization of net actuarial (gain) | (21) | (15) | (64) | (47) |
Deferred tax expense / (benefit) | 9 | 25 | (9) | 25 |
Unrecognized actuarial loss / (gain) on employee benefit plan obligations | $ (26) | $ (76) | $ 27 | $ (73) |
Employee Compensation and Ben_4
Employee Compensation and Benefits (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||||
Service costs | $ 112 | $ 83 | $ 338 | $ 255 |
Interest costs | 24 | 13 | 74 | 39 |
Amortization of net actuarial loss | 21 | 15 | 64 | 47 |
Net defined benefit plan costs | $ 157 | $ 111 | $ 476 | $ 341 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (3.50%) | 173.80% | (10.80%) | 58.30% |
Related Party Transactions (Det
Related Party Transactions (Details) | 9 Months Ended |
Dec. 31, 2023 | |
Aark I I Pte Limited [Member] | |
Related Party Transaction [Line Items] | |
Name of the related party | Aark II Pte Limited |
Relationship | Affiliate entity |
Aarx Singapore Pte Ltd [Member] | |
Related Party Transaction [Line Items] | |
Name of the related party | Aarx Singapore Pte Ltd |
Relationship | Affiliate entity |
Aeries Technology Products And Strategies Private Limited A T P S P L [Member] | |
Related Party Transaction [Line Items] | |
Name of the related party | Aeries Technology Products And Strategies Private Limited (“ATPSPL”) |
Relationship | Affiliate entity |
Aeries Financial Technologies Private Limited [Member] | |
Related Party Transaction [Line Items] | |
Name of the related party | Aeries Financial Technologies Private Limited |
Relationship | Affiliate entity |
Bhanix Finance And Investment Limited [Member] | |
Related Party Transaction [Line Items] | |
Name of the related party | Bhanix Finance And Investment Limited |
Relationship | Affiliate entity |
Ralak Consulting L L P [Member] | |
Related Party Transaction [Line Items] | |
Name of the related party | Ralak Consulting LLP |
Relationship | Affiliate entity |
T S L C Pte Limited [Member] | |
Related Party Transaction [Line Items] | |
Name of the related party | TSLC Pte Limited |
Relationship | Affiliate entity |
Venu Raman Kumar [Member] | |
Related Party Transaction [Line Items] | |
Name of the related party | Venu Raman Kumar |
Relationship | Chairman of ATI’s Board and controlling shareholder |
Vaibhav Rao [Member] | |
Related Party Transaction [Line Items] | |
Name of the related party | Vaibhav Rao |
Relationship | Members of immediate families of Venu Raman Kumar |
Sudhir Appukuttan Panikassery [Member] | |
Related Party Transaction [Line Items] | |
Name of the related party | Sudhir Appukuttan Panikassery |
Relationship | Key managerial personnel |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | ||
Interest expense | $ 115 | $ 52 | $ 314 | $ 166 | ||
Accounts payable | 7,771 | 7,771 | $ 2,474 | |||
Accounts receivable | 18,152 | 18,152 | 13,416 | |||
Aeries Financial Technologies Private Limited [Member] | ||||||
Cost sharing arrangements | [1] | 42 | 40 | 143 | 115 | |
Interest income | [2],[3] | 43 | 60 | 123 | 112 | |
Accounts receivable | [1] | 8 | 8 | 9 | ||
Investment in 0.001% Series-A Redeemable preference share | [3] | 903 | 903 | 803 | ||
Loans to affiliates (classified under other assets) | [2] | 105 | 105 | 106 | ||
Bhanix Finance And Investment Limited [Member] | ||||||
Cost sharing arrangements | [1] | 27 | 2 | 87 | 84 | |
Corporate guarantee commission | 3 | 2 | 9 | |||
Accounts receivable | [1] | 51 | 51 | 86 | ||
Aeries Technology Products And Strategies Private Limited [Member] | ||||||
Corporate guarantee expense | [4] | 4 | 2 | 11 | ||
Interest expense | [5] | 7 | 21 | 1 | ||
Interest income | [3],[6] | 24 | 21 | 77 | 64 | |
Office management and support services expense | [7] | 1 | 8 | 76 | 13 | |
Accounts payable | [7] | 29 | ||||
Accounts receivable | 1 | 1 | ||||
Interest payable (classified under other current liabilities) | [5] | 9 | 9 | 1 | ||
Interest receivable (classified under prepaid expenses and other current assets) | [6] | 50 | 50 | 57 | ||
Investment in 10% Cumulative redeemable preference shares | [3] | 784 | 784 | 761 | ||
Loans from affiliates | [5] | 193 | 193 | |||
Loans to affiliates (classified under other assets) | [6] | 337 | 337 | 335 | ||
Mr Vaibhav Rao [Member] | ||||||
Interest expense | [8] | 21 | 21 | 63 | 65 | |
Loan from Members of immediate families | [8] | 836 | 836 | 845 | ||
Ralak Consulting L L P [Member] | ||||||
Legal and professional fees paid | [9] | 133 | 78 | 346 | 302 | |
Aark I I Pte Limited [Member] | ||||||
Management consultancy service | [10] | 737 | 346 | 2,439 | 949 | |
Accounts receivable | [10] | 483 | 483 | 1,084 | ||
T S L C Pte Limited [Member] | ||||||
Management consultancy service | [10] | 39 | 127 | |||
Accounts receivable | [10] | $ 159 | $ 159 | $ 259 | ||
[1]The Company was in a cost sharing arrangement with Aeries Financial Technologies Private Ltd and Bhanix Finance and Investment Ltd under separate agreements dated April 1, 2020. The cost sharing arrangement included costs in the areas of office management, IT and operations. The agreements are for a 36-month term with auto renewals after the original term.[2]The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 15-17% per annum.[3]This amount represents investments in affiliates. The Company earned interest income on its investments in affiliates.[4]ATPSPL gave corporate guarantee of INR 240,000 (or approximately $2,888 at the exchange rate in effect on December 31, 2023) on behalf of the Company towards the revolving credit facility availed. ATPSPL charges a corporate guarantee commission of 0.5% on the total corporate guarantee given. The guarantee was withdrawn during the nine month ended December 31, 2023.[5]The Company incurred interest expense in relation to loans taken from ATPSPL, which were borrowed to meet working capital requirements. The loans were for a 3-year term and were issued at an interest rate of 12% per annum.[6]The Company received interest income in relation to loans given to affiliates to support their working capital requirements. The loans were for a 3-year term and issued at an interest rate of 12% per annum.[7]The Company availed management consulting services from ATPSPL under agreements dated March 20, 2020 and April 1, 2021.[8]The Company obtained a loan at 10% interest rate from Vaibhav Rao for business purposes. The agreement shall remain valid until the principal amount along with interest is fully repaid. The principal amount of the loan was outstanding in entirety as of the nine month ended December 31, 2023 and 2022.[9]The Company availed consulting services including implementation services in business restructuring, risk management, feasibility studies, mergers & acquisitions etc. from Ralak Consulting LLP vide agreement dated April 01, 2022.[10]The Company provided management consulting services to Aark II Pte Ltd under an agreement dated June 21, 2021 and its amendments thereof and to TSLC Pte Ltd under an agreement dated July 12, 2021. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - E S O P Stock Option [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options outstanding, beginning | shares | 59,900 |
Options outstanding weighted average exercise price, beginning | $ / shares | |
Aggregate intrinsic value, beginning | |
Options granted | shares | |
Options granted weighted average exercise price | $ / shares | |
Aggregate intrinsic value, granted | |
Options exercised | |
Options exercised weighted average exercise price | $ / shares | |
Aggregate intrinsic value, exercised | |
Options canceled, forfeited or expired | shares | |
Options canceled, forfeited or expired weighted average exercise price | $ / shares | |
Aggregate intrinsic value, canceled, forfeited or expired | |
Options outstanding, ending | shares | 59,900 |
Options outstanding weighted average exercise price, ending | $ / shares | $ 0.12 |
Weighted average remaining contractual term | 4 years 6 months 21 days |
Aggregate intrinsic value, ending | $ 4,739 |
Vested and exercisable | shares | 59,900 |
Vested and exercisable weighted average exercise price | $ / shares | $ 0.12 |
Weighted average remaining contractual term, vested and exercisable | 4 years 6 months 21 days |
Aggregate intrinsic value, Vested and exercisable | $ 4,739 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) $ / shares in Units, $ in Thousands | 9 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
M S O P Stock Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options outstanding, beginning | shares | 295,565 |
Options outstanding weighted average exercise price, beginning | $ / shares | |
Aggregate intrinsic value, beginning | |
Options granted | shares | |
Options granted weighted average exercise price | $ / shares | |
Aggregate intrinsic value, granted | |
Options exercised | |
Options exercised weighted average exercise price | $ / shares | |
Aggregate intrinsic value, exercised | |
Options canceled, forfeited or expired weighted average exercise price | $ / shares | |
Aggregate intrinsic value, canceled, forfeited or expired | |
Options outstanding, ending | shares | 295,565 |
Options outstanding weighted average exercise price, ending | $ / shares | $ 0.12 |
Weighted average remaining contractual term | 1 year 11 months 1 day |
Aggregate intrinsic value, ending | $ 23,385 |
Vested and exercisable | shares | 295,565 |
Vested and exercisable weighted average exercise price | $ / shares | $ 0.12 |
Weighted average remaining contractual term, vested and exercisable | 1 year 11 months 1 day |
Aggregate intrinsic value, Vested and exercisable | $ 23,385 |
E S O P Stock Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options outstanding, beginning | shares | 59,900 |
Options outstanding weighted average exercise price, beginning | $ / shares | |
Aggregate intrinsic value, beginning | |
Options granted | shares | |
Options granted weighted average exercise price | $ / shares | |
Aggregate intrinsic value, granted | |
Options exercised | |
Options exercised weighted average exercise price | $ / shares | |
Aggregate intrinsic value, exercised | |
Options canceled, forfeited or expired | shares | |
Options canceled, forfeited or expired weighted average exercise price | $ / shares | |
Aggregate intrinsic value, canceled, forfeited or expired | |
Options outstanding, ending | shares | 59,900 |
Options outstanding weighted average exercise price, ending | $ / shares | $ 0.12 |
Weighted average remaining contractual term | 4 years 6 months 21 days |
Aggregate intrinsic value, ending | $ 4,739 |
Vested and exercisable | shares | 59,900 |
Vested and exercisable weighted average exercise price | $ / shares | $ 0.12 |
Weighted average remaining contractual term, vested and exercisable | 4 years 6 months 21 days |
Aggregate intrinsic value, Vested and exercisable | $ 4,739 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details 2) | 9 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Expected term | 3 years 6 months |
Expected volatility | 40.80% |
Risk free interest rate | 3.01% |
Annual dividend yield | 0% |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 01, 2020 | Sep. 23, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Compensation Related Costs [Abstract] | |||||||
Shares issued under ESOP | 59,900 | 295,565 | 59,900 | ||||
Stock-based compensation expense | $ 0 | $ 1,425 | $ 1,626 | $ 2,482 | |||
Capitalized internal-use software | $ 0 | $ 0 | 0 | 0 | |||
Unrecognized stock-based compensation cost | $ 0 | $ 3,050 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Dec. 07, 2022 | |
Commitments and contingencies (Note 11) | ||||
Stock issued during period shares | 200,000 | |||
Exchange rate | $ 2,433 | $ 138 | ||
Other income, net | $ 2 | $ 9 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - $ / shares | 1 Months Ended | |
Oct. 22, 2021 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||
Initial Public Offering Description | the consummation of the Initial Public Offering (IPO), the Company issued 11,499,991 Public Warrants. Simultaneously with the closing of the IPO, WWAC issued 8,900,000 warrants in a private placement (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, which included 900,000 Units as a result of the underwriter’s full exercise of its option to purchase up to 900,000 additional warrants, at a purchase price of $1.00 per Private Placement Warrant. On November 6, 2023, WWAC issued 627,810 other Private Placement Warrants to the Sponsor pursuant to the conversion of a promissory note payable to the Sponsor. Upon consummation of the Business Combination, the Company assumed 11,499,991 Public Warrants and 9,527,810 Private Placement Warrants (collectively the “Warrants”). | |
Sale price | $ 18 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest and Shareholders’ Equity (Deficit) (Details Narrative) - $ / shares | 9 Months Ended | |||||
Dec. 31, 2023 | Jun. 14, 2023 | Apr. 02, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 02, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 | ||||
Common stock, Shares issued | 0 | 10,000 | 10,000 | 10,000 | ||
Common stock, Shares outstanding | 0 | 10 | 10,000 | |||
Number of shares of common stock outstanding after stock split | 10,000 | |||||
A T G B A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage | 14.69% | |||||
Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Voting rights | 26% | |||||
Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Voting rights | 51% | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common stock, Shares issued | 15,619,004 | |||||
Common stock, Shares outstanding | 15,619,004 | |||||
Temporary equity, Shares outstanding | 4,000,000 | |||||
Common Class V [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | 1 | 1 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common stock, Shares issued | 1 | 1 | ||||
Common stock, Shares outstanding | 1 | 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 44,173 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 1,048 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 43,125 | |
Forward Purchase Agreement Put Option Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 42,256 | |
Forward Purchase Agreement Put Option Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Forward Purchase Agreement Put Option Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Derivative Liability | ||
Forward Purchase Agreement Put Option Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 42,256 | |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 1,048 | |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 1,048 | |
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 869 | |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 869 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - Forward Purchase Agreement Put Option Liability [Member] | 9 Months Ended |
Dec. 31, 2023 $ / shares | |
Class of Warrant or Right [Line Items] | |
Term | 10 months 6 days |
Risk-free interest rate | 4.93% |
Volatility | 48.60% |
Stock price at measurement date | $ 2.50 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 2) - Private Warrants Liability [Member] | 9 Months Ended |
Dec. 31, 2023 $ / shares | |
Class of Warrant or Right [Line Items] | |
Term | 4 years 10 months 6 days |
Risk-free interest rate | 3.85% |
Volatility | 38.20% |
Stock price at measurement date | $ 2.50 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details 3) $ in Thousands | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Class of Warrant or Right [Line Items] | |
Fair value at Beginning balance | |
Warrants and Forward purchase agreement put option liability acquired as part of business combination | 27,778 |
Change in fair value (gain) | 16,395 |
Fair value as of Ending balance | 44,173 |
Forward Purchase Agreement Derivative Liabilities [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value at Beginning balance | |
Warrants and Forward purchase agreement put option liability acquired as part of business combination | 25,009 |
Change in fair value (gain) | 17,247 |
Fair value as of Ending balance | 42,256 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value at Beginning balance | |
Warrants and Forward purchase agreement put option liability acquired as part of business combination | 1,513 |
Change in fair value (gain) | (465) |
Fair value as of Ending balance | 1,048 |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value at Beginning balance | |
Warrants and Forward purchase agreement put option liability acquired as part of business combination | 1,256 |
Change in fair value (gain) | (387) |
Fair value as of Ending balance | $ 869 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details Narrative) $ in Thousands | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Class of Warrant or Right [Line Items] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings | $ 16,395 |
Forward Purchase Agreement Derivative Liabilities [Member] | |
Class of Warrant or Right [Line Items] | |
[custom:ForwardPurchaseContractDerivativeLiability] | 25,009 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings | $ 17,247 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | ||
Numerator: | |||
Net income / (loss) attributable to controlling interest for the period from November 6, 2023 through December 31, 2023 | $ (16,626) | ||
Denominator: | |||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted for the period from November 6, 2023 through December 31, 2023 | [1] | 15,389,062 | 15,389,062 |
Net loss per share Ordinary Shares | |||
Basic | [1] | $ (1.08) | $ (1.08) |
Diluted | [1] | $ (1.08) | $ (1.08) |
[1]For the three and nine months ended December 31, 2023, net loss per Class A ordinary share and weighted average Class A ordinary shares outstanding is representative of the period from November 6, 2023 through December 31, 2023, the period following the Business Combination, as defined in Note 1. For more information refer to Note 15 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] $ in Thousands | Jan. 04, 2024 USD ($) shares |
Subsequent Event [Line Items] | |
Share capital | $ | $ 1 |
Additional Shares | shares | 499,999 |