SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0001493152-23-022764 from DIH HOLDING US, INC. (DHAI, DHAIW) (CIK 0001883788)

DIH HOLDING US, INC. (DHAI, DHAIW) (CIK 0001883788)
Date: June 28, 2023 · CIK: 0001883788 · Accession: 0001493152-23-022764

Regulatory Compliance Risk Disclosure Business Model Clarity

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 001-41250, 333-271890

Referenced dates: June 27, 2023

Date
June 28, 2023
Author
/s/
Form
CORRESP
Company
DIH HOLDING US, INC. (DHAI, DHAIW) (CIK 0001883788)

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 June 20, 2023 File No. 001-41250

Dear Mr. O’Leary and Ms. Schwartz:

By your letter dated June 27, 2023 (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 June 20, 2023, 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 June 20, 2023

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. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, 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

June 28, 2023

Page

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.

Further, the Company acknowledges the Staff’s comment and respectfully advises the Staff that DIH Holdings, a Nevada corporation (“DIH”), is not, and is not controlled by, a non-U.S. person. As set forth in the Company’s Registration Statement on Form S-4 (Registration No. 333-271890) filed via the EDGAR system on May 12, 2023, at the closing of the transaction, DIH will have subsidiaries operating in the Netherlands and Switzerland. Although the term “substantial ties” is not defined, based on the nature of the question, it appears the term “substantial ties” chiefly relates to potential ownership or control of DIH, rather than traditional commercial relationships between a registrant and the registrant’s subsidiaries. Based on this understanding, we are of the view that insofar as DIH is not, is not controlled by, and does not have any substantial ties with, a non-U.S. person, other than traditional commercial relationships between an entity and the entity’s subsidiaries, 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

Show Raw Text
CORRESP
1
filename1.htm

    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

June
28, 2023

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:
Nicholas O’Leary and Margaret Schwartz

    Re:
    Aurora
    Technology Acquisition Corp.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    June 20, 2023

    File
    No. 001-41250

Dear
Mr. O’Leary and Ms. Schwartz:

By
your letter dated June 27, 2023 (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 June 20, 2023, 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 June 20, 2023

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. Please also tell us whether anyone or any entity
                                            associated with or otherwise involved in the transaction, 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

    June
    28, 2023

    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.

Further,
the Company acknowledges the Staff’s comment and respectfully advises the Staff that DIH Holdings, a Nevada corporation (“DIH”),
is not, and is not controlled by, a non-U.S. person. As set forth in the Company’s Registration Statement on Form S-4 (Registration
No. 333-271890) filed via the EDGAR system on May 12, 2023, at the closing of the transaction, DIH will have subsidiaries operating in
the Netherlands and Switzerland. Although the term “substantial ties” is not defined, based on the nature of the question,
it appears the term “substantial ties” chiefly relates to potential ownership or control of DIH, rather than traditional
commercial relationships between a registrant and the registrant’s subsidiaries. Based on this understanding, we are of the view
that insofar as DIH is not, is not controlled by, and does not have any substantial ties with, a non-U.S. person, other than traditional
commercial relationships between an entity and the entity’s subsidiaries, 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.