Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
Market
Information.
Our
Class A ordinary shares and warrants are traded on Nasdaq under the symbols “AERT” and “AERTW,” respectively.
Prior to the Business Combination, WWAC’s units, Class A ordinary shares and warrants were listed on Nasdaq under the symbols “WWACU,”
“WWAC” and “WWACW,” respectively.
Holders
As of July 1, 2025 there were
47,152,626 Class A ordinary shares issued and outstanding, held by approximately 43 holders of record and 21,027,801 warrants outstanding
held by 4 holders of record. The actual number of shareholders of our Class A ordinary shares and the actual number of holders of our
warrants is greater than the number of record holders and includes holders of our Class A ordinary shares or warrants whose Class A ordinary
shares or warrants are held in street name by brokers and other nominees.
Dividends
We
have never declared or paid any cash dividends on our shares. We currently intend to retain all available funds and future earnings, if
any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on our
Class A ordinary shares in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion
of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and
availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current
and future indebtedness, industry trends, the provisions of Cayman Islands law and any other applicable law affecting the payment of dividends
and distributions to stockholders and any other factors or considerations the board of directors deems relevant.
Securities
Authorized for Issuance Under Equity Compensation Plans
For
information required by this item with respect to our equity compensation plans, please see Item 12 of this report.
Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
The
following list sets forth information as to all of our securities sold since the beginning of last fiscal year that were not registered
under the Securities Act.
Private
Placements in Connection with the Business Combination
As
part of the Business Combination and upon the closing, 5,638,530 of our newly issued Class A ordinary shares were issued to Innovo Consultancy
DMCC (“Innovo”), a company incorporated in Dubai, the United Arab Emirates (“UAE”) and controlled by Mr. Kumar.
Pursuant
to those certain Non-Redemption Agreements entered into on or about March 31, 2023, October 9, 2023, November 3, 2023 and
November 5, 2023, in connection with the closing of the Business Combination, we issued an aggregate of 2,677,227 of Class A ordinary
shares to the holders who elected not to redeem their shares pursuant to the Non-Redemption Agreements.
On
November 3, 2023 and November 5, 2023, we entered into Forward Purchase Agreements with certain investors for an OTC Equity
Prepaid Forward Transaction. In connection with the Forward Purchase Agreements, we entered into the Subscription Agreements with the
FPA holders, pursuant to which, subject to certain limitations contained therein, each FPA holder agreed to purchase from us that number
of Class A ordinary shares up to the Maximum Number of Shares (as set forth in the applicable Forward Purchase Agreement) for a purchase
price per share equal to the redemption price of $10.69, less the number of Class A ordinary shares the FPA holder purchased through the
open market or via redemption reversals (the “Recycled Shares”). The aggregate number of shares purchased by the FPA holders
pursuant to the Subscription Agreements and the Forward Purchase Agreements (other than the Recycled Shares) was 3,711,667.
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On
November 6, 2024, the Company reached an agreement with one of its FPA holders, Meteora Capital Partners LP (“Meteora”),
which held 250,000 shares under its FPA, to settle the outstanding maturity consideration liability through the issuance of additional
shares. As a result, the Company issued 57,811 Class A ordinary shares to Meteora in November 2024.
All
of these transactions were exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act
and/or Rule 506 of Regulation D promulgated under transactions not involving any public offering.
Exchange
of AARK Shares
On
March 26, 2024, the Company determined that the exercise conditions in the Exchange Agreements with respect to Mr. Kumar and
one of the Other ATG Shareholders, Bhisham Khare, had been satisfied. On April 5, 2024, Mr. Kumar exchanged an aggregate amount
of 9,500 AARK ordinary shares for 21,337,000 Exchanged Shares. The issuance of 21,337,000 Exchanged Shares pursuant to the applicable
Exchange Agreement to Mr. Kumar has been conducted in reliance on an exemption from registration provided by Section 4(a)(2)
of the Securities Act.
April 2024
Placement
On
April 8, 2024, the Company entered into a Share Subscription Agreement with an institutional accredited investor, pursuant to which
the Company agreed to sell an aggregate of 2,261,778 newly issued Class A ordinary shares, $0.0001 par value per share, at a purchase
price of $2.21 per share; provided, that the issuance of delivery of the shares thereunder shall be subject to a 4.99% beneficial ownership
limitation as describe in the agreement, as elected by the investor. At the closing of the private placement, the Company received net
proceeds of approximately $4.68 million, after deducting a 6.5% commission paid to a placement agent. The issuance of the shares to the
investor pursuant to the Share Subscription Agreement has been conducted in reliance on an exemption from registration provided by Section 4(a)(2)
of the Securities Act.
As
of the closing of the Private Placement, the Company issued an aggregate of 1,940,958 Class A ordinary shares at a purchase price of $2.21
per share and reserved 320,820 Class A ordinary shares in adherence to the Beneficial Ownership Limitation. On July 10, 2024, the
Company issued an additional 270,820 shares from the previously reserved 320,820 shares.
Issuance
of Adjustment Shares
In
December 2023, the Company settled vendor balances amounting to $0.9 million owed to certain vendors by issuing 361,338 Class A ordinary
shares. If the VWAP of the Class A ordinary shares over the three trading days immediately preceding the agreement date is higher than
the VWAP over the three trading days immediately preceding the six-month anniversary from the agreement date, additional Class A ordinary
shares of the Company would need to be issued for the difference (the “Adjustment Shares”). Following the six-month anniversary,
the Company issued 54,074 Adjustment Shares to the vendors, in reliance on an exemption from registration provided by Section 4(a)(2)
of the Securities Act.
Issuance
of Vendor Shares
In
September 2024, the Company issued 78,947 Class A ordinary shares and 48,618 Class A ordinary shares, each valued on the relevant
dates of the respective agreements, to two separate vendors, as compensation for their respective services. These issuances were made
in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act.
Purchase
of Equity Securities by the Issuer and Affiliated Purchasers
None
Item
6. [Reserved]
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