SecProbe.io

CORRESP
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filename1.htm

September
17, 2024

Via
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
 Juan Grana and Margaret Sawicki

  Re:
  DIH
  Holding US, Inc.

  Registration
  Statement on Form S-1

  Filed July
  26, 2024

  File
  No. 333-281067

Dear
Mr. Grana and Ms. Sawicki:

On
behalf of DIH Holding US, Inc., a Delaware corporation (the “Company”), we hereby submit to the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response
to the comments contained in the Staff’s letter dated August 7, 2024 (the “Comment Letter”) regarding the Company’s
Registration Statement on Form S-1, submitted July 26, 2024 (the “Registration Statement”). In response to the Comment
Letter and to update certain information in the Registration Statement, the Company is contemporaneously filing herewith Amendment No.
1 to the Registration Statement (the “Amended Registration Statement”) with the Commission.

For
ease of reference, each comment contained in the Comment Letter is reproduced below and is followed by the Company’s response.

Registration
Statement on Form S-1

General

1. We
                                            note that the offering relates, in part, to the offer and sale of up to 10,100,000 shares
                                            of common stock that are issuable upon the exercise of outstanding warrants that were previously
                                            registered. Please provide your analysis as to whether these shares are eligible for registration
                                            pursuant to this registration statement.

RESPONSE:
In connection with its initial public offering (the “IPO”), the Company (then known as Aurora Technology Acquisition Corp.)
sold units consisting of one ordinary share and one warrant with each warrant entitling the holder to purchase one-half of one ordinary
share at a per share price of $11.50 per share. A total of 23,000,000 warrants (the “Public Warrants”) were sold in the IPO.
The Company also conducted a private placement of warrants and placed an additional 6,470,000 private placement warrants (the “Private
Warrants”). In connection with its Registration Statement on Form S-4 filed in connection with its initial business combination
we note that the Company did register shares of Class A Common Stock to be issued in connection with the exercise of the Public and Private
Warrants, we do not believe that Form S-4 was the appropriate registration statement to register such securities. Pursuant to General
Instruction A (1), Form S-4, it is to be used to register shares:

“…to
be issued (1) in a transaction of the type specified in paragraph (a) of Rule 145 (§230.145 of this chapter); (2) in a merger in
which the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company
being acquired; (3) in an exchange offer for securities of the issuer or another entity; (4) in a public reoffering or resale of any
such securities acquired pursuant to this registration statement; or (5) in more than one of the kinds of transaction listed in (1) through
(4) registered on one registration statement.”

The
Company does not believe that the shares to be issued under outstanding Public and Private Warrants falls within any of the above-listed
transactions and, as such, should not have been registered on the Form S-4 but may be registered on a Form S-1.

2. Please
                                            revise the cover page to disclose underwriting and/or other arrangements in connection with
                                            your offering of up to 10,100,000 shares of common stock that are issuable upon the exercise
                                            of outstanding warrants that were previously registered to the extent these shares are offered
                                            on a primary basis. Refer to Item 501(b)(8) of Regulation S-K. Please ensure that corresponding
                                            updates are also made to your risk factor disclosure, as applicable, and to your use of proceeds
                                            disclosure on page 26, including to disclose the impact of receiving proceeds at varying
                                            levels of the shares being sold.

RESPONSE:
We respectfully inform the Staff that there is no underwriter or similar arrangement involved in the potential issuance of up to 10,100,000
shares of common stock upon the exercise of outstanding warrants. The warrants are outstanding already. In accordance with the Staff’s
comment, we have revised the “Use of Proceeds” section to disclose the potential proceeds at various assumptions as to warrant
exercises.

Use
of Proceeds, page 26

3. Please
                                            revise to disclose the use of proceeds you would receive from the exercise of the warrants
                                            and, to the extent the offering of up to 10,100,000 shares of common stock issuable upon
                                            the exercise of outstanding warrants is intended as a primary issuance, the use of proceeds
                                            from the sale of these shares.

RESPONSE:
The “Use of Proceeds” section has been revised in accordance with the Staff’s comment.

Exhibits

Filing
Fee Table, page II-4

  4.
  Please
  revise your Filing Fee Table to comply with Item 16(c) of Form S-1 and Item 601(b)(107) of
  Regulation S-K.

RESPONSE:
The Filing Fee Table has been revised in accordance with the Staff’s comment..

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Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at (202)
524-8467 or jguilfolye@loeb.com. Thank you for your time and attention to this filing.

  Sincerely,

  /s/
  Joan S. Guilfoyle

  Joan
  S. Guilfoyle

  Senior
  Counsel

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