Correspondence 0001493152-23-026670 from DIH HOLDING US, INC. (DHAI, DHAIW) (CIK 0001883788)
DIH HOLDING US, INC. (DHAI, DHAIW) (CIK 0001883788)
Date: Aug. 3, 2023 · CIK: 0001883788 · Accession: 0001493152-23-026670
AI Filing Summary & Sentiment
File numbers found in text: 333-271890
Referenced dates: June 8, 2023
Letter
Ilan Katz
Partner
ilan.katz@dentons.com
D +1 212-632-5556
Dentons US LLP
Avenue of the Americas
New York, NY 10020-1089
United States
dentons.com
August 3, 2023
Anuja A. Majmudar
Kevin Dougherty
Steve Lo
Shannon Buskirk
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
F Street, N.E.
Washington, DC 20549-3010
Re: Aurora Technology Acquisition Corp.
Registration Statement on Form S-4
Filed May 12, 2023
File No. 333-271890
Ladies and Gentlemen:
By your letter dated June 8, 2023 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) provided comments on the Registration Statement on Form S-4, filed electronically via the EDGAR system on May 12, 2023 (the “Registration Statement”) by our client, Aurora Technology Acquisition Corp. (the “Company”), in connection with the proposed transactions involving the Company, ATAK Merger Sub Corp., a subsidiary of the Company (“ATAK Merger Sub”), and DIH Holding US, Inc. (“DIH”). This letter sets forth our response with respect to the comments contained in the SEC Letter.
Concurrently herewith, we are filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) electronically via the EDGAR system. The changes made in Amendment No. 1 reflect the responses of the Company or DIH, as applicable, to the Staff’s comments as set forth in the SEC Letter. We have enclosed a copy of Amendment No. 1 marked to show the changes made to the Registration Statement. For your convenience, we have set forth below the Staff’s comments in bold italic typeface followed by the responses of the Company or DIH thereto, as applicable, and references in the responses to page numbers are to the marked version of Amendment No. 1. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in Amendment No. 1.
The Company has asked us to convey the following as its responses to the Staff.
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.
Response: The Company has revised page 7 of Amendment No. 1 to include diagrams depicting the organizational structure of New DIH and its subsidiaries immediately after the consummation of the business combination and two separate diagrams showing ownership interests to be held by the existing DIH equity holders, ATAK public shareholders, Maxim and ATAC Sponsor, LLC (the “Sponsor”) and any affiliates in the no redemptions and maximum redemptions scenarios.
Larraín Rencoret ► Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. ► Delany Law ► Dinner Martin ► Maclay Murray & Spens ► Gallo Barrios Pickmann ► Muñoz ► Cardenas & Cardenas ► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners
United States Securities and Exchange Commission
August 3,
Page
dentons.com
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.
Response: The Company notes that as disclosed in the Registration Statement and pursuant to the ATAK Articles of Association in effect prior to the Business Combination only public shares are eligible for redemption, and each of the Sponsor and the directors of ATAK prior to the Business Combination agreed to waive redemption rights with respect to any public shares of ATAK acquired by them prior to the Business Combination (if any) in partial consideration of receiving shares of ATAK Class B ordinary shares.
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.
Response: The Staff’s comment is noted. The Company has revised the disclosure on pages 16, 26, 64 and 105 of Amendment No. 1 to include this additional detail.
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.
Response: We have revised the aggregate principal amount disclosed on pages 16, 26, 64 and 105 of Amendment No. 1 to address the Staff’s comment.
United States Securities and Exchange Commission
August 3,
Page
dentons.com
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.
Response: We note the Staff’s question. We have not received any notice or any other indication, from Maxim or any other firm engaged in connection with the initial public offering, that such party will cease involvement in the proposed business combination.
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.”
Response: We note the Staff’s comment and respectfully advise the Staff that this encompasses all estimated transaction expenses.
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.
Response: We note the Staff’s comment. The Company has revised the disclosure related to the ATAK Warrant Agreement, in particular related to choice-of-forum for claims arising out of or relating to the ATAK Warrant Agreement under the Securities Act, on page 71 of Amendment No. 1.
United States Securities and Exchange Commission
August 3,
Page
dentons.com
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.”
Response: We note the Staff’s comment. The Company has revised the disclosure related to the forum for claims arising out of or relating to an offering of the Company’s securities under the Securities Act, on pages 77, 117 and 216 of Amendment No. 1.
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.
Response: We note the Staff’s comment. The Company has revised the disclosure on page 96 to disclose the maximum number of shares that may be subject to this agreement. Please note that the parties are still determining which shares may be subject to a lock-up and who will be continuing affiliates. As such, we have left the numbers blank for Amendment No. 1.
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 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.
Response: We note the Staff’s question and additional disclosure has been added regarding to negotiations from the letters of intent and surrounding the material terms of the Business Combination Agreement on pages 98 and 99 of Amendment No. 1.
United States Securities and Exchange Commission
August 3,
Page
dentons.com
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.
Response: We note the Staff’s comment. The Company has revised
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
August 3, 2023
Anuja
A. Majmudar
Kevin
Dougherty
Steve
Lo
Shannon
Buskirk
United
States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100
F Street, N.E.
Washington, DC 20549-3010
Re:
Aurora
Technology Acquisition Corp.
Registration
Statement on Form S-4
Filed
May 12, 2023
File
No. 333-271890
Ladies
and Gentlemen:
By
your letter dated June 8, 2023 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) provided comments on the Registration Statement on Form S-4, filed electronically
via the EDGAR system on May 12, 2023 (the “Registration Statement”) by our client, Aurora Technology Acquisition Corp.
(the “Company”), in connection with the proposed transactions involving the Company, ATAK Merger Sub Corp., a subsidiary
of the Company (“ATAK Merger Sub”), and DIH Holding US, Inc. (“DIH”). This letter sets forth our
response with respect to the comments contained in the SEC Letter.
Concurrently
herewith, we are filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) electronically via
the EDGAR system. The changes made in Amendment No. 1 reflect the responses of the Company or DIH, as applicable, to the Staff’s
comments as set forth in the SEC Letter. We have enclosed a copy of Amendment No. 1 marked to show the changes made to the Registration
Statement. For your convenience, we have set forth below the Staff’s comments in bold italic typeface followed by the responses
of the Company or DIH thereto, as applicable, and references in the responses to page numbers are to the marked version of Amendment
No. 1. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in Amendment
No. 1.
The
Company has asked us to convey the following as its responses to the Staff.
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.
Response:
The Company has revised page 7 of Amendment No. 1 to include diagrams depicting the organizational structure of New DIH
and its subsidiaries immediately after the consummation of the business combination and two separate diagrams showing ownership
interests to be held by the existing DIH equity holders, ATAK public shareholders, Maxim and ATAC Sponsor, LLC (the “Sponsor”)
and any affiliates in the no redemptions and maximum redemptions scenarios.
Larraín
Rencoret ► Hamilton Harrison & Mathews ► Mardemootoo Balgobin ► HPRP ► Zain & Co. ► Delany Law
► Dinner Martin ► Maclay Murray & Spens ► Gallo Barrios Pickmann ► Muñoz ► Cardenas & Cardenas
► Lopez Velarde ► Rodyk ► Boekel ► OPF Partners
United
States Securities and Exchange Commission
August 3,
2023
Page
2
dentons.com
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.
Response:
The Company notes that as disclosed in the Registration Statement and pursuant to the ATAK Articles of Association in effect prior to
the Business Combination only public shares are eligible for redemption, and each of the Sponsor and the directors of ATAK prior to the
Business Combination agreed to waive redemption rights with respect to any public shares of ATAK acquired by them prior to the Business
Combination (if any) in partial consideration of receiving shares of ATAK Class B ordinary shares.
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.
Response:
The Staff’s comment is noted. The Company has revised the disclosure on pages 16, 26, 64 and 105 of Amendment No. 1 to include
this additional detail.
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.
Response:
We have revised the aggregate principal amount disclosed on pages 16, 26, 64 and 105 of Amendment No. 1 to address the Staff’s comment.
United
States Securities and Exchange Commission
August 3,
2023
Page
3
dentons.com
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.
Response:
We note the Staff’s question. We have not received any notice or any other indication, from Maxim or any other firm engaged
in connection with the initial public offering, that such party will cease involvement in the proposed business combination.
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.”
Response:
We note the Staff’s comment and respectfully advise the Staff that this encompasses all estimated transaction expenses.
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.
Response:
We note the Staff’s comment. The Company has revised the disclosure related to the ATAK Warrant Agreement, in particular related
to choice-of-forum for claims arising out of or relating to the ATAK Warrant Agreement under the Securities Act, on page 71 of
Amendment No. 1.
United
States Securities and Exchange Commission
August 3,
2023
Page
4
dentons.com
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.”
Response:
We note the Staff’s comment. The Company has revised the disclosure related to the forum for claims arising out of or relating
to an offering of the Company’s securities under the Securities Act, on pages 77, 117 and 216 of Amendment No. 1.
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.
Response: We
note the Staff’s comment. The Company has revised the disclosure on page 96 to disclose the maximum number of shares that may
be subject to this agreement. Please note that the parties are still determining which shares may be subject to a lock-up and who
will be continuing affiliates. As such, we have left the numbers blank for Amendment No. 1.
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 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.
Response:
We note the Staff’s question and additional disclosure has been added regarding to negotiations from the letters of intent and
surrounding the material terms of the Business Combination Agreement on pages 98 and 99 of Amendment No. 1.
United
States Securities and Exchange Commission
August 3,
2023
Page
5
dentons.com
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.
Response:
We note the Staff’s comment. The Company has revised