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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Aeries Technology, Inc. (Name of Issuer) |
Class A Ordinary Shares, $0.0008 par value (Title of Class of Securities) |
(CUSIP Number) |
Bhisham Khare c/o Aeries Technology, Inc., 60 Paya Lebar Road, #08-13, Paya Lebar Square, U0, 409051 (919) 228-6404 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/18/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Bhisham Khare | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
581,828.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0008 par value | |
| (b) | Name of Issuer:
Aeries Technology, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
60 Paya Lebar Road, #08-13, Paya Lebar Square,
SINGAPORE
, 409051. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends and supplements the Schedule 13D filed by Bhisham Khare (the "Reporting Person") on June 20, 2024 (as amended by Amendment No. 1, filed on June 25, 2024, Amendment No. 2 filed on September 10, 2025 and Amendment No. 3, filed on July 1, 2026, the "Schedule 13D"). This Amendment No. 4 is being filed to (i) amend and supplement the information disclosed under the corresponding Items of the Schedule 13D as described below and (ii) report that the percentage of outstanding Class A Ordinary Shares that the Reporting Person may be deemed to beneficially own increased by more than one percent (1%) as a result of the Issuer granting a Stock Option to the Reporting Person exercisable for 37,000 Class A Ordinary Shares. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Bhisham (Ajay) Khare | |
| (b) | The principal business address of Mr. Khare is 60 Paya Lebar Road, #08-13, Paya Lebar Square, Singapore. | |
| (c) | Mr. Khare's principal occupation is Chief Executive Officer of the Issuer. | |
| (d) | No | |
| (e) | No | |
| (f) | United States | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
As further described in Item 6, Mr. Khare has a right under an exchange agreement with the Issuer to exchange up to 100% of his 59,110 Class A ordinary shares ("ATG Shares") of Aeries Technology Group Business Accelerators Private Limited ("ATG") for 1.8 Class A Ordinary Shares per ATG Share on and after April 1, 2024, subject to certain exercise conditions. On March 26, 2024, the Issuer determined that such exercise conditions had been met. As such, Mr. Khare is deemed to have beneficial ownership of 106,398 Class A Ordinary Shares, which are issuable pursuant to the exercise of exchange rights under such exchange agreement with respect to the 59,110 ATG Shares held by the Aeries Employee Stock Option Trust ("ESOP Trust"), for which the Reporting Person is a beneficiary. This Schedule 13D assumes distribution of such ATG Shares by the ESOP Trust to the Reporting Person prior to an exchange for Class A Ordinary Shares. The Class A Ordinary Shares are entitled to one vote per share.
Additionally, on May 28, 2026, the Issuer's Board of Directors approved the grant of a Stock Option exercisable for 125,000 at an exercise price of $5.984 per share which vested on the grant date, in connection with his services to the Issuer and its subsidiaries. On September 18, 2026, the Issuer's Compensation Committee of the Board of Directors approved the grant of a Stock Option exercisable for 37,000 at an exercise price of $6.91 per share which vested on the grant date, in connection with his services to the Issuer and its subsidiaries.
Except as described in this Item 3, the Reporting Person did not pay any cash or other consideration for the shares reported on this Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by the Reporting Person and the number of shares as to which there is sole power to vote or to direct the vote, shares power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of, and the footnotes included on, the cover pages of this Schedule 13D, all of which are incorporated herein by reference. | |
| (b) | 581,828 | |
| (c) | None | |
| (d) | N/A | |
| (e) | N/A | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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