Correspondence 0001493152-23-037911 from DIH HOLDING US, INC. (DHAI, DHAIW) (CIK 0001883788)
DIH HOLDING US, INC. (DHAI, DHAIW) (CIK 0001883788)
Date: Oct. 20, 2023 · CIK: 0001883788 · Accession: 0001493152-23-037911
AI Filing Summary & Sentiment
File numbers found in text: 333-271890
Referenced dates: October 12, 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
October 20, 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.
Amendment No. 2 to Registration Statement on Form S-4
Filed September 22, 2023
File No. 333-271890
Ladies and Gentlemen:
By your letter dated October 12, 2023 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) provided comments on the Amendment No. 2 to the Registration Statement on Form S-4, filed electronically via the EDGAR system on September 22, 2023 (as amended, 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. 3 to the Registration Statement (“Amendment No. 3”) electronically via the EDGAR system. The changes made in Amendment No. 3 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. 3 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. 3. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in Amendment No. 3.
The Company has asked us to convey the following as its responses to the Staff.
Summary Historical Financial Information of ATAK, page 37
1. Expand your presentation to include both the three and six months ended June 30, 2023 and the comparative interim periods ended June 30, 2022 for ATAK.
Response: The Staff’s comment is noted. The Company has revised the disclosure on page 37 to expand the presentation to include the three and six months ended June 30, 2023 and the comparative interim periods ended June 30, 2022.
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
October 20, 2023
Page
dentons.com
Comparative Historical and Unaudited Pro Forma Per Share Financial Information, page 41
2. Please revise the titles to the columns of the table on page 42 to correctly label the Historical periods and the Pro Forma Combined information.
Response: The Staff’s comment is noted. The Company has revised titles to the columns of the table on page 42 accordingly.
Risk Factors
Risks Related to the Business Combination
ATAK’s Articles were amended in July 2023 to remove the requirement that redemptions could
not be made if it would result in ATAK...., page 63
3. We note your response to our prior comment 9 and re-issue in part. You disclose that you believe you “can rely on another exclusion, which relates to our being listed on the Nasdaq Global Market.” Please identify the exemption that you are relying on in determining that the New DIH shares may not be at risk of being deemed a penny stock under Exchange Act Rule 3a51-1.
Response: For the information of the Staff, we are relying on the exemption provided by Rule 3a51-1(a)(2).
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
October 20, 2023
Page
dentons.com
Opinion of ATAK’s Company’s Financial Advisor
Discounted Cash Flow Analysis, page 102
4. We note your response to our prior comment 7 and re-issue it in part. You disclose that the revenue growth and cash flow margins were determined “through multiple financial due diligence meetings held via teleconference, in discussing future possible expansion strategies, industry growth dynamics, and future margins of their business....” You further disclose that the revenue growth from 2026 through 2032 was based on several factors, including DIH’s 2025E revenue growth rate. Accordingly, please discuss how your revenue and cash flow margin estimates and assumptions from 2023-2025, and from 2026 to 2032 are consistent with DIH’s historical operating trends and identify the factors or contingencies that may affect such growth from ultimately materializing. For example, in its historical financial statements, DIH has experienced revenue growth year over year, but also a net loss and negative cash flow from operations. Please also clarify what consideration, if any, the ATAK Board gave to the speculative nature of the discounted cashflow analysis through 2032 and the projections through the same extended period.
Response: The Staff’s comment is noted. The requested information regarding the 2026E – 2032E projections has been added to the Registration Statement.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 148
5. We note you expect to pay Maxim $15.1 million in financial advisory fees in addition to the $8 million in underwriter fees. Clarify whether the amounts in adjustment (c) include the total financial advisory fees.
Response: The Staff’s comment is noted. The Company respectfully clarifies that the total payment to Maxim is $15.1 million which includes the payment of the deferred underwriting commission to Maxim as the underwriter of the ATAK IPO of $7.1 million, which is included in adjustment (b), and the payment of financial advisory fees of $8 million, which is included in adjustment (c).
If you have any questions, or if we may be of any assistance, 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.
Very
truly yours,
/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
October
20, 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.
Amendment
No. 2 to Registration Statement on Form S-4
Filed
September 22, 2023
File
No. 333-271890
Ladies
and Gentlemen:
By
your letter dated October 12, 2023 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) provided comments on the Amendment No. 2 to the Registration Statement on Form
S-4, filed electronically via the EDGAR system on September 22, 2023 (as amended, 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. 3 to the Registration Statement (“Amendment No. 3”) electronically via the EDGAR
system. The changes made in Amendment No. 3 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. 3 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. 3. Please note
that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in Amendment No. 3.
The
Company has asked us to convey the following as its responses to the Staff.
Summary
Historical Financial Information of ATAK, page 37
1.
Expand
your presentation to include both the three and six months ended June 30, 2023 and the comparative interim periods ended June 30,
2022 for ATAK.
Response:
The Staff’s comment is noted. The Company has revised the disclosure on page 37 to expand the presentation to include the three
and six months ended June 30, 2023 and the comparative interim periods ended June 30, 2022.
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
October
20, 2023
Page
2
dentons.com
Comparative
Historical and Unaudited Pro Forma Per Share Financial Information, page 41
2.
Please
revise the titles to the columns of the table on page 42 to correctly label the Historical periods and the Pro Forma Combined
information.
Response:
The Staff’s comment is noted. The Company has revised titles to the columns of the table on page 42 accordingly.
Risk
Factors
Risks
Related to the Business Combination
ATAK’s
Articles were amended in July 2023 to remove the requirement that redemptions could
not
be made if it would result in ATAK...., page 63
3.
We
note your response to our prior comment 9 and re-issue in part. You disclose that you believe you “can rely on another
exclusion, which relates to our being listed on the Nasdaq Global Market.” Please identify the exemption that you are relying
on in determining that the New DIH shares may not be at risk of being deemed a penny stock under Exchange Act Rule 3a51-1.
Response:
For the information of the Staff, we are relying on the exemption provided by Rule 3a51-1(a)(2).
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
October
20, 2023
Page
3
dentons.com
Opinion
of ATAK’s Company’s Financial Advisor
Discounted
Cash Flow Analysis, page 102
4.
We
note your response to our prior comment 7 and re-issue it in part. You disclose that the revenue growth and cash flow margins were
determined “through multiple financial due diligence meetings held via teleconference, in discussing future possible expansion
strategies, industry growth dynamics, and future margins of their business....” You further disclose that the revenue growth
from 2026 through 2032 was based on several factors, including DIH’s 2025E revenue growth rate. Accordingly, please discuss
how your revenue and cash flow margin estimates and assumptions from 2023-2025, and from 2026 to 2032 are consistent with
DIH’s historical operating trends and identify the factors or contingencies that may affect such growth from ultimately
materializing. For example, in its historical financial statements, DIH has experienced revenue growth year over year, but also a
net loss and negative cash flow from operations. Please also clarify what consideration, if any, the ATAK Board gave to the
speculative nature of the discounted cashflow analysis through 2032 and the projections through the same extended
period.
Response:
The Staff’s comment is noted. The requested information regarding the 2026E – 2032E projections has been added
to the Registration Statement.
Notes
to Unaudited Pro Forma Condensed Combined Financial Information
3.
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 148
5.
We
note you expect to pay Maxim $15.1 million in financial advisory fees in addition to the $8 million in underwriter fees. Clarify whether
the amounts in adjustment (c) include the total financial advisory fees.
Response: The
Staff’s comment is noted. The Company respectfully clarifies that the total payment to Maxim is $15.1 million which includes
the payment of the deferred underwriting commission to Maxim as the underwriter of the ATAK IPO of $7.1 million, which is included
in adjustment (b), and the payment of financial advisory fees of $8 million, which is included in adjustment (c).
If
you have any questions, or if we may be of any assistance, 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.
Very
truly yours,
/s/
Ilan Katz
Ilan
Katz
Partner
cc:
Grant Levine
Dentons
US LLP
cc:
Zachary Wang, Chief Executive Officer and Chairman
Aurora
Technology Acquisition Corp.
Cc:
Mitchell S. Nussbaum, Esq.
Joan S. Guilfoyle, Esq.
Loeb
& Loeb LLP
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