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United States securities and exchange commission logo
June 8, 2023
Zachary Wang
Chief Executive Officer
Aurora Technology Acquisition Corp.
4 Embarcadero Center
Suite 1449
San Francisco, CA 94105
Re:Aurora Technology Acquisition Corp.
Registration Statement on Form S-4
Filed May 12, 2023
File No. 333-271890
Dear Zachary Wang:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed May 12, 2023
Summary of the Proxy Statement/Prospectus
Organizational Structure, page 7
1.Please include a diagram depicting the organizational structure of New DIH and its
subsidiaries immediately after the consummation of the business combination and include
the ownership interests held by the existing DIH equity holders, ATAK public
shareholders, Maxim (pursuant to the success fee), the sponsor and any affiliates.

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 Comapany NameAurora Technology Acquisition Corp.
 June 8, 2023 Page 2
 FirstName LastName
Zachary Wang
Aurora Technology Acquisition Corp.
June 8, 2023
Page 2
Sponsor Support Agreement, page 8
2.We note that the Sponsor and certain members and affiliates of the Sponsor entered into
the sponsor support agreement pursuant to which the sponsor parties agreed to, among
other things, waive their redemption rights.  Please describe any consideration provided in
exchange for this agreement.
Interests of Certain Persons in the Business Combination, page 15
3.We note your disclosure that the Sponsor and ATAK’s officers and directors will lose
their entire investment in ATAK and will not be reimbursed for any loans extended, fees
due or out-of-pocket expenses if an initial business combination is not consummated by
August 9, 2023.  Please quantify the aggregate dollar amount and describe the nature of
what the Sponsor and ATAK's officers and directors have at risk that depends on
completion of a business combination.  Include the current value of securities held, loans
extended, fees due, and out-of-pocket expenses for which the Sponsor and ATAK’s
officers and directors are awaiting reimbursement.
4.You disclose that from February 2023 to May 2023, ATAK issued unsecured promissory
notes to the Sponsor, with an aggregate principal amount equal to $830,000 for the
purpose of making extension payments and providing ATAK with additional working
capital.  However, on page 106, you disclose that ATAK issued notes equal to
$1,235,000.  Please revise your disclosure to address this discrepancy.
Certain Other Interests in the Business Combination, page 16
5.We note that Maxim Group LLC was an underwriter for the initial public offering of the
SPAC and it is advising on the business combination transaction with the target
company. Please tell us, with a view to disclosure, whether you have received notice, or
any other indication, from Maxim or any other firm engaged in connection with your
initial public offering that it will cease involvement in your transaction and how that may
impact your deal or the deferred underwriting compensation owed for the SPAC’s initial
public offering.
Questions and Answers about the Proposals
Q. What happens if a substantial number of the Public Shareholders vote in favor of the Business
Combination Proposal...?, page 23
6.Your disclosure in footnote 9 indicates that the additional dilution sources includes the
payment of the extension amendment redemptions.  Please clarify whether this
encompasses all transaction expenses.  In this regard, we note you disclose on page 73 that
you expect the aggregate transaction expenses are expected to be approximately $24.1
million and that the "the per-share value of shares held by non-redeeming shareholders
will reflect our obligation to pay the transaction expenses."

 FirstName LastNameZachary Wang
 Comapany NameAurora Technology Acquisition Corp.
 June 8, 2023 Page 3
 FirstName LastName
Zachary Wang
Aurora Technology Acquisition Corp.
June 8, 2023
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Risk Factors
Risks Related to ATAK, the Business Combination and New DIH
Notwithstanding the foregoing, these provisions of the ATAK Warrant Agreement do not apply
to suits brought to enforce any liability or duty, page 71
7.We note your disclosure that the ATAK Warrant Agreement provides that any action,
proceeding or claim against ATAK arising out of or relating in any way to the ATAK
Warrant Agreement, "including under the Securities Act," will be brought and enforced in
the courts of the State of New York or the United States District Court for the Southern
District of New York. Please revise your prospectus disclosure consistent with that
provided in the Warrant Agreement as filed in Exhibit 4.6, which provides in Section 9.3
that "the federal district courts of the United States of America" shall be the exclusive
form for the resolution of any complaint asserting a cause of action arising under the
Securities Act or the rules and regulations promulgated thereunder.
The provision of the Proposed Certificate of Incorporation to be in effect following the Business
Combination requiring exclusive venue..., page 77
8.With respect to your disclosure regarding the federal district courts of the United States
serving "the sole and exclusive forum for the resolution of any complaint against any
person in connection with any offering of the Company’s securities, asserting a cause of
action arising under the Securities Act," consistent with Section 7.8 of your proposed
Amended and Restated Certificate of Incorporation revise your disclosure here and on
pages 117 and 215 to clarify that the federal district courts of the United States of America
will be "the sole and exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act."

Related Agreements
Amended and Restated Registration Rights Agreement and Lock-Up Agreement, page 96
9.We note that you will enter into an amended and restated registration rights agreement
which will require New DIH to register the resale under the Securities Act certain
securities of New DIH that are held by the parties to the agreement. Please revise to
disclose the amount of shares of Class A Common Stock which will be subject to this
registration rights agreement.
Background of the Business Combination, page 97
10.You disclose that on December 10, 2022, DIH and ATAK executed a letter of intent and
the parties proceeded to complete due diligence and to negotiate the terms of the Business
Combination Agreement until it was executed on February 26, 2023.  However, you have
not provided any details regarding the terms negotiated by the parties.  Please expand your
disclosure to include a detailed description of the negotiations from the letters of intent
and surrounding the material terms of the Business Combination Agreement, including

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 Comapany NameAurora Technology Acquisition Corp.
 June 8, 2023 Page 4
 FirstName LastNameZachary Wang
Aurora Technology Acquisition Corp.
June 8, 2023
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quantitative information where applicable.  Also identify the representatives or members
of management who participated in the negotiations and when those meetings and
discussions took place.  Your revised disclosure should ensure that investors are able to
understand how the terms of the letter of intent evolved during negotiations.
11.We note that between July and October 2022, ATAK submitted a non-binding letter of
intent.  Please revise your disclosure to summarize the terms of this offer including the
initial valuation attributed to the transaction and any analyses that were utilized to
determine such valuation.
12.We note that Maxim introduced ATAK to DIH on July 6, 2022.  Please disclose how
ATAK's board considered any related conflict of interest in negotiating and
recommending the business combination and include risk factor disclosure highlighting
the potential conflicts of interests involving Maxim due to its roles as underwriter for
ATAK's initial public offering and advisor to DIH.  In this regard, we note your disclosure
on page 108 indicating that in addition to the $7.1 million deferred underwriting fees
Maxim will receive from ATAK in connection with the business combination, it will also
be entitled to a success fee of $8.0 million from DIH.
Opinion of ATAK's Company's Financial Advisor
Comparable Public Company Analysis, page 100
13.You disclose that the EV / 2023E Revenue multiples of such comparable public
companies were approximately 5.1x, and this multiple was multiplied by the "2023E pro
forma sales of DIH" to obtain an Enterprise value, and that the "Net Debt" was then
removed from Enterprise Value to obtain an Implied Equity Value using this analysis of
$284.1M. Please disclose the financial projections and related assumptions used in this
analysis, such "2023E pro forma sales of DIH" and the "net debt" of DIH.
Discounted Cash Flow Analysis, page 102
14.We note your disclosure that Newbridge reviewed a financial model of DIH with
historical numbers and future financial projections (including potential revenue growth,
EBITDA and net income / cash flow margins) provided by DIH’s management team, and
that Newbridge performed a DCF Analysis of the estimated future unlevered free cash
flows attributable to DIH for the fiscal years of 2023 through 2032 in reliance on such
DIH management projections.  Please disclose the DIH management projections and
related assumptions that were shared with Newbridge and that underlie the DCF analysis.
Additionally, considering the term of the projections provided by DIH management to
Newbridge, please explain the basis of the projections beyond year three and if the
forecasts reflect more than simple assumptions about growth rates. It should be clear from
your disclosure how the projected growth rates are sustainable over the selected period of
time, and why assuming such growth rates are reasonable. Further clarify what
consideration the ATAK Board gave to the speculative nature of
the discounted cash flow analysis through 2032 and the projections through the same

 FirstName LastNameZachary Wang
 Comapany NameAurora Technology Acquisition Corp.
 June 8, 2023 Page 5
 FirstName LastName
Zachary Wang
Aurora Technology Acquisition Corp.
June 8, 2023
Page 5
extended period. Refer to Item 1015(b)(6) of Regulation M-A, as contemplated by Part I,
Item 4(b) of Form S-4.
Fees and Expenses, page 103
15.We note that $100,000 of the Newbridge fee is payable upon the consummation of the
Business Combination.  Revise to clarify whether that portion of the fees is conditioned on
the completion of the transaction.
The ATAK Board's Reasons for the Approval of the Business Combination, page 103
16.You disclose before reaching its decision, the ATAK Board reviewed the results of the
due diligence conducted by ATAK’s management and advisors, including the reviews of
certain projections provided by DIH. Please disclose any DIH projections and related
assumptions that the Board considered in making its decision. Please also disclose how
 the DIH projections considered by the ATAK Board compare with the financial model of
DIH with financial projections relied upon by Newbridge in performing its DCF analysis.
Certain Material United States Federal Income Tax Considerations, page 127
17.We note your disclosure that the Domestication should qualify as an F Reorganization
within the meaning of Section 368(a)(1)(F) of the Code. Your disclosure further indicates
that if the Domestication qualifies as an F Reorganization, U.S. Holders of your securities
should not recognize gain or loss for U.S. federal income tax purposes on the
Domestication, except in certain circumstances pursuant to Section 367(b) of the
Code.  As a result, it appears that the tax consequences are material to shareholders.
Please revise your disclosures to identify tax counsel and file a related opinion or provide
us an analysis explaining why it is not necessary to do so. See Item 601(b)(8) of
Regulation S-K and Section III of Staff Legal Bulletin 19 (Oct. 14, 2011).
Unaudited Pro Forma Condensed Combined Financial Information, page 140
18.You disclose under the bullet "Assuming Maximum Redemptions" that there is no
minimum net tangibles assets required upon consummation of the merger. We note that in
your Amended and Restated Articles of Association filed as Exhibit 3.1, you disclose in
section 37.5(c) that in no event will the Company redeem its public shares in an amount
that would cause the Company's net tangible assets to be less than $5,000,001 upon
consummation of a business combination.  Please reconcile your disclosure here with that
provided in your Articles of Association.

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 Comapany NameAurora Technology Acquisition Corp.
 June 8, 2023 Page 6
 FirstName LastName
Zachary Wang
Aurora Technology Acquisition Corp.
June 8, 2023
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Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 146
19.We note DIH has not historically operated as a standalone business and has functioned as
part of the business of DIH Technology Ltd, or Parent.  In addition, DIH’s historical
combined financial statements have been prepared on a “carve-out basis.”  Please tell us
how you considered the autonomous entity adjustments pursuant to Rule 11-02(a)(6)(ii) of
Regulation S-X.
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 147
20.Please revise adjustment d) to clearly show each adjusted amount to the pro form
condensed combined balance sheet on page 144.  Refer to Rule 11-02(a)(8) of Regulation
S-X.
21.We note adjustment l) represents the reclassification of the parent’s net investment in DIH
into DIH’s common stock, no par value per share.  Please revise the disclosure describing
the nature of adjustment l) to show how each adjustment amount presented on page
144 was derived.
Information about ATAK, page 149
22.Revise your disclosure to state the amount in the trust account as of the most recent
practicable date.  In this regard, we note that you disclose here that there is approximately
$58.3 million in the trust account.  However, on page 21 you disclose that approximately
$59.1 million remains in the trust account as of April 30, 2023.
Business of DIH
Our Strategy, page 164
23.You disclose that the global rehabilitation care market is estimated to be over $100 billion
and is extremely reliant upon manual therapies, with therapists’ payroll costing more than
$50 billion. You further disclose that such "a manually dominant approach results in
unproven and non-desirable outcomes" due to a lack of intensity, integration,
standardization and optimization throughout the weeks or months of long intervention
processes. Please revise to disclose the source of your estimation of the global
rehabilitation market, and provide support for your statement that "a manually dominant
approach results in unproven and non-desirable outcomes" or revise to characterize as
your belief and disclose the basis for your belief. In this regard, we note that you have a
risk factor on page 47 that discloses that the health benefits of your products have not yet
been substantiated by long-term large randomized clinical data.

 FirstName LastNameZachary Wang
 Comapany NameAurora Technology Acqui