Correspondence 0001193125-22-313931 from DIH HOLDING US, INC. (DHAI, DHAIW) (CIK 0001883788)
DIH HOLDING US, INC. (DHAI, DHAIW) (CIK 0001883788)
Date: Dec. 28, 2022 · CIK: 0001883788 · Accession: 0001193125-22-313931
AI Filing Summary & Sentiment
File numbers found in text: 001-41250
Referenced dates: December 28, 2022
Letter
United States VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Re: Aurora Technology Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed December 21, 2022 File No. 001-41250
Dear Ms. Singh and Mr. Gabor:
By your letter dated December 28, 2022 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) provided a comment to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) filed on December 21, 2022, by our client, Aurora Technology Acquisition Corp. (the “Company”). This letter sets forth our response with respect to the comment contained in the SEC Letter.
For your convenience, we have set forth below the Staff’s comment in bold italic typeface followed by the Company’s response thereto.
Preliminary Proxy Statement on Schedule 14A filed December 21, 2022
General
1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
LuatViet ► Fernanda Lopes & Associados ► Guevara & Gutierrez ► Paz Horowitz Abogados ► Sirote ► Adepetun Caxton-Martins Agbor & Segun ► Davis Brown ► East African Law Chambers ► Eric Silwamba, Jalasi and Linyama ► Durham Jones & Pinegar ► LEAD Advogados ► For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms
December 28, 2022
Page 2
dentons.com
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s sponsor, ATAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), is not, is not controlled by, and does not have any substantial ties with, a non-U.S. person. Furthermore, we are of the view that insofar as the Sponsor is not, is not controlled by, and does not have any substantial ties with, a non-U.S. person, the risks referred to in the Staff’s comment do not represent material risks to the Company or its shareholders, and as a result, no additional risk disclosure needs to be added to the definitive proxy materials.
If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact Ilan Katz at (212) 632-5556 or ilan.katz@dentons.com or Grant Levine at (212) 768-5384 or grant.levine@dentons.com, respectively.
Sincerely,
/s/ Ilan Katz
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CORRESP 1 filename1.htm CORRESP Ilan Katz Partner ilan.katz@dentons.com D +1 212-632-5556 Dentons US LLP 1221 Avenue of the Americas New York, NY 10020-1089 United States dentons.com December 28, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Melanie Singh and Jeffrey Gabor Re: Aurora Technology Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed December 21, 2022 File No. 001-41250 Dear Ms. Singh and Mr. Gabor: By your letter dated December 28, 2022 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) provided a comment to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) filed on December 21, 2022, by our client, Aurora Technology Acquisition Corp. (the “Company”). This letter sets forth our response with respect to the comment contained in the SEC Letter. For your convenience, we have set forth below the Staff’s comment in bold italic typeface followed by the Company’s response thereto. Preliminary Proxy Statement on Schedule 14A filed December 21, 2022 General 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. LuatViet ► Fernanda Lopes & Associados ► Guevara & Gutierrez ► Paz Horowitz Abogados ► Sirote ► Adepetun Caxton-Martins Agbor & Segun ► Davis Brown ► East African Law Chambers ► Eric Silwamba, Jalasi and Linyama ► Durham Jones & Pinegar ► LEAD Advogados ► For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms December 28, 2022 Page 2 dentons.com Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s sponsor, ATAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), is not, is not controlled by, and does not have any substantial ties with, a non-U.S. person. Furthermore, we are of the view that insofar as the Sponsor is not, is not controlled by, and does not have any substantial ties with, a non-U.S. person, the risks referred to in the Staff’s comment do not represent material risks to the Company or its shareholders, and as a result, no additional risk disclosure needs to be added to the definitive proxy materials. If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact Ilan Katz at (212) 632-5556 or ilan.katz@dentons.com or Grant Levine at (212) 768-5384 or grant.levine@dentons.com, respectively. Sincerely, /s/ Ilan Katz Ilan Katz cc: Grant Levine Dentons US LLP cc: Zachary Wang, Chief Executive Officer and Chairman Aurora Technology Acquisition Corp.