As filed with the United States Securities and Exchange Commission on November 7, 2023.

Registration No. 333-271890

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4

to

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

AURORA TECHNOLOGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Aurora Technology Acquisition Corp.

4 Embarcadero Center

Suite 1449

San Francisco, California 94105

(650) 550-0458 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Zachary Wang

3rd Floor, One Capital Place, PO Box 10190

George Town, Grand Cayman, KY1-1002

Cayman Islands

(345) 745-5000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (“Securities Act”), or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. Aurora Technology Acquisition Corp. may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY - SUBJECT TO COMPLETION, DATED NOVEMBER 7, 2023

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF AURORA TECHNOLOGY ACQUISITION CORP.

PROSPECTUS FOR

52,078,123 SHARES OF CLASS A COMMON STOCK AND 26,670,000 WARRANTS OF

AURORA TECHNOLOGY ACQUISITION CORP.

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED AS DIH HOLDING US INC. IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN)

The board of directors of Aurora Technology Acquisition Corp., a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation (the “Domestication”) prior to the closing (the “Closing”) of the Business Combination ) (“ATAK”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of February 26, 2023 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among ATAK, Aurora Technology Merger Sub Corp., a Nevada corporation and a direct, wholly-owned subsidiary of ATAK (“ATAK Merger Sub”), and DIH Holding US, Inc., a Nevada corporation (“DIH”), a copy of which is attached to this proxy statement/prospectus as Annex A. As described in this proxy statement/prospectus, ATAK’s shareholders are being asked to consider and vote upon each of the Domestication and the Business Combination, among other items. As used in this proxy statement/prospectus, “New DIH” refers to ATAK after giving effect to the consummation of the Domestication and the Business Combination.

In connection with the Domestication: (i) each of the then issued and outstanding Class B ordinary shares of ATAK, par value $0.0001 per share (each a “Class B Ordinary Share”) will convert automatically, on a one-for-one basis, into a share of Class B common stock, par value $0.0001 per share, of ATAK (after the Domestication) (the “Domesticated Class B Common Stock”); (ii) each of the then issued and outstanding Class A ordinary shares of ATAK, par value $0.0001 per share (each a “Class A Ordinary Share”) will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of ATAK (after the Domestication) (the “New DIH Class A Common Stock”); (iii) each of the then issued and outstanding warrants, each two warrants representing the right to purchase one Class A Ordinary Share, will convert automatically into warrants to acquire shares of New DIH Class A Common Stock pursuant to the related warrant agreement (each warrant, a “New DIH Warrant”); (iv) each of the then issued and outstanding rights, each ten rights representing the right to receive one Class A Common Share, will convert automatically into rights to receive shares of New DIH Class A Common Stock (each right, a “New DIH Right”); and (v) each of the then issued and outstanding units of ATAK will be canceled and each holder will be entitled to one share of New DIH Class A Common Stock, one New DIH Warrant and one New DIH Right.

Immediately prior to the Business Combination, each of the then issued and outstanding shares of Domesticated Class B Common Stock will convert automatically, on a one-for-one basis, into a share of New DIH Class A Common Stock (the “Sponsor Share Conversion”).

Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain closing conditions set forth therein, at the Closing, ATAK will acquire all of the outstanding equity interests of DIH, and stockholders of DIH will receive $250,000,000 in aggregate consideration (the “Aggregate Base Consideration”) in the form of newly-issued shares of New DIH Class A Common Stock, calculated based on a price of $10.00 per share. In addition to the Aggregate Base Consideration, DIH stockholders may be entitled to receive up to 6,000,000 additional shares of New DIH Class A Common Stock (the “Earnout Shares”), as additional consideration upon satisfaction of the following milestones, during the period beginning on the Closing Date and expiring on the fifth anniversary of the Closing Date (the “Earnout Period”): (i) 1,000,000 Earnout Shares if the VWAP (as defined in the Business Combination Agreement) of New DIH Class A Common Stock is equal to or exceeds $12.00 for any 20 Trading Days (as defined in the Business Combination Agreement) during the Earnout Period; (ii) 1,333,333 Earnout Shares if the VWAP of New DIH Class A Common Stock is equal to or exceeds $13.50 for any 20 Trading Days during the Earnout Period; (iii) 1,666,667 Earnout Shares if the VWAP of New DIH Class A Common Stock is equal to or exceeds $15.00 for any 20 Trading Days during the Earnout Period; and (v) 2,000,000 Earnout Shares if the VWAP of New DIH Class A Common Stock is equal to or exceeds $16.50 for any 20 Trading Days during the Earnout Period.

The Class A Ordinary Shares, ATAK Units, ATAK Public Warrants and ATAK Rights are currently listed on the Nasdaq Stock Market, LLC (the “Nasdaq”) under the symbols “ATAK”, “ATAKU”, “ATAKW” and “ATAKR”, respectively. ATAK will apply for listing, to be effective at the time of the Closing of the Business Combination, of New DIH Class A Common Stock and the New DIH Warrants on the Nasdaq under the proposed symbols “DHAI” and “DHAIW”, respectively. It is a condition of the consummation of the Business Combination that ATAK receive confirmation from Nasdaq that the shares of New DIH to be issued in connection with the Business Combination have been listed or approved for listing on Nasdaq, subject only to official notice of issuance thereof, but there can be no assurance such listing condition will be met or that ATAK will obtain such approval from Nasdaq. If such listing condition is not met or if such approval is not obtained, the Business Combination will not be consummated unless the stock exchange approval condition set forth in the Business Combination Agreement is waived by the applicable parties.

The accompanying proxy statement/prospectus provides shareholders of ATAK with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of ATAK. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 44 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated     , 2023, and is first being mailed to ATAK’s shareholders on or about     , 2023.

Aurora Technology Acquisition Corp.

4 Embarcadero Center

Suite 1449

San Francisco, California 94105

Dear Aurora Technology Acquisition Corp. Shareholders:

You are cordially invited to attend an Extraordinary General Meeting of Aurora Technology Acquisition Corp., a Cayman Islands exempted company (“ATAK”), which will be held on December 4, 2023 at 10:00 a.m., Eastern Time, at the offices of Dentons US LLP located at 1221 Avenue of the Americas, New York, New York 10020, and via a virtual meeting at https://www.cstproxy.com/auroraspac/egm2023, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

On February 26, 2023, ATAK, Aurora Technology Merger Sub Corp., a Nevada corporation and a direct, wholly-owned subsidiary of ATAK (“ATAK Merger Sub”), and DIH Holding US, Inc., a Nevada corporation (“DIH”), entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”), contemplating several transactions in connection with which ATAK will become the parent company of DIH.

As further described in the accompanying proxy statement/prospectus, prior to the Effective Time of the Merger, ATAK will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) and at the Effective Time and after the Domestication, ATAK Merger Sub will merge with and into DIH with DIH as the surviving company of the Merger and becoming a wholly owned subsidiary of ATAK. In connection with the Merger, ATAK will be renamed as “DIH Holding US, Inc.” We refer to all of the transactions contemplated by the Business Combination Agreement as the “Business Combination.”)

As a result, (i) each of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share of ATAK (the “Class A Ordinary Shares”), will be converted, on a one-for-one basis, into a share of common stock of the post-Domestication Delaware corporation (“New DIH Class A Common Stock”), (ii) each of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share of ATAK (the “Class B Ordinary Shares”), will be converted, on a one-for-one basis, into a share of Domesticated Class B Common Stock, and (iii) each of the then issued and outstanding warrants, each two warrants representing the right to purchase one Class A Ordinary Share will convert automatically into warrants to acquire shares of New DIH Class A Common Stock at an exercise price of $11.50 on the terms and conditions set forth in the Warrant Agreement, dated as of February 7, 2022, by and between ATAK and Continental Stock Transfer & Trust Company (as amended or amended and restated from time to time) (the “ATAK Warrant Agreement”).

Concurrently with the Domestication, (i) the governing documents of ATAK will be replaced by governing documents for the Delaware corporation and (ii) ATAK will change its name to “DIH Holding US, Inc.”

At the Shareholder Meeting, ATAK shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby (the “Business Combination”).

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

In connection with the execution of the Business Combination Agreement, the Sponsor and certain members and affiliates of the Sponsor (the “Sponsor Parties”) entered into a Sponsor Support Agreement with ATAK and DIH (the “Sponsor Support Agreement”), pursuant to which the Sponsor Parties agreed, among other things, to vote all shares of ATAK common stock beneficially owned by the Sponsor Parties in favor of each of the proposals at a meeting of the stockholders of ATAK related to the Business Combination, and against any proposal that would impede the Business Combination. The Sponsor Support Agreement also provides that the Sponsor Parties will not redeem any shares of ATAK common stock. The Sponsor Parties also agreed not to transfer any shares of ATAK common stock held by them during the period beginning on the date of the Sponsor Support Agreement and ending at the Effective Time (as defined in the Business Combination Agreement).

Additionally, and also in connection with the execution of the Business Combination Agreement, DIH and certain stockholders and affiliates of DIH (the “DIH Parties”) entered into a Stockholder Support Agreement with ATAK and the Sponsor (the “DIH Support Agreement” and together with the Sponsor Support Agreement, the “Support Agreements”), pursuant to which the DIH Parties agreed, among other things, to vote all shares of DIH common stock beneficially owned by the DIH Parties in favor of each of the proposals at a meeting of the stockholders of DIH (the “DIH Meeting”) related to the Business Combination, and against any proposal that would impede the Business Combination. The DIH Parties also agreed not to transfer any shares of DIH common stock held by them during the period beginning on the date of the DIH Support Agreement and ending at the Effective Time (as defined in the Business Combination Agreement).

In addition to the Business Combination Proposal, ATAK shareholders are being asked to consider and vote upon (a) a proposal to approval the Domestication (the “Domestication Proposal”), , (b) a proposal to approve the proposed certificate of incorporate and bylaws of ATAK upon Domestication, attached as Annex B and Annex C, respectively, and each of the amended and restated certificate of incorporation of New DIH upon closing of the Business Combination (the “Domesticated Governance Documents”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “Proposed Certificate of Incorporation”), and the proposed amended and restated bylaws of New DIH upon the closing of the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the “Proposed Bylaws”) (the “Governing Documents Proposal”), (c) on a non-binding advisory basis, proposals related to material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation and Proposed Bylaws (the “Advisory Governing Documents Proposals”), (d) a proposal to approve the issuance of shares of New DIH Class A Common Stock in connection with the Business Combination (the “Listing Proposal”), (e) a proposal to approve and adopt the DIH Holding US, Inc. 2023 Stock Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex G (the “Stock Incentive Plan Proposal”) (f) a proposal to elect each of the seven directors named in the proxy statement/prospectus to serve on the board of directors of New DIH until their respective successors are duly elected and qualified (the “Director Election Proposal”), and (g) a proposal to adjourn the Shareholder Meeting to a later date or dates to the extent necessary (the “Adjournment Proposal”). The Domesticated Governance Documents shall be effective at the Domestication and the Proposed Certificate of Incorporation and Proposed Bylaws shall be effective at the Business Combination, replacing the Domesticated Governance Documents in their entirety.

The Business Combination proposal, the Domestication Proposal, the Governing Documents Proposal, the Listing Proposal, the Stock Incentive Plan Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) are each conditioned on the approval and adoption of each of the other Condition Precedent Proposals, and the Business Combination will be consummated only if each of the Condition Precedent Proposals is approved by the shareholders. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal asks shareholders to approve an adjournment of the Shareholder Meeting to a later date or dates if necessary to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient ATAK ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal, or the Director Election Proposal.

In connection with the Business Combination, certain related agreements have been entered into, or will be entered into on or prior to the Closing Date, including the Sponsor Support Letter Agreement, DIH Support Agreements and the Amended and Restated Registration Rights Agreement (as defined in the accompanying proxy statement/prospectus). See the section titled “Proposal No. 1 - The Business Combination Proposal - Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of ATAK’s Class A Ordinary Shares (such holder, a “Public Shareholder” and such shares, the “Public Shares”) may request that ATAK redeem all or a portion of such Class A Ordinary Shares for cash if the Business Combination is consummated. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company (“Continental”) in order to validly redeem its shares. Public Shareholders may elect to redeem their Class A Ordinary Shares even if they vote “For” the Business Combination Proposal. If the Business Combination is not consummated, the Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Class A Ordinary Shares that it holds and timely delivers its shares to Continental, ATAK will redeem such Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the ATAK IPO (as such term is defined in the accompanying proxy statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of November 6, 2023, the record date for the Shareholder Meeting, this would have amounted to approximately $10.91 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Class A Ordinary Shares for cash and will no longer own Class A Ordinary Shares. See “Shareholder Meeting - Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Ordinary Shares for cash. Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described in the accompanying proxy statement/prospectus prior to 5:00 p.m., Eastern Time, on November 30, 2023 (two business days before the Shareholder Meeting) in order for their shares to be redeemed.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the outstanding Class A Ordinary Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The Sponsor Holders have, pursuant to the Sponsor Support Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Shareholder Meeting and waive their anti-dilution rights with respect to their Class B Ordinary Shares in connection with the consummation of the Business Combination and the related transactions. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor Holders own approximately 47% of the issued and outstanding ordinary shares.

ATAK is providing the accompanying proxy statement/prospectus and accompanying proxy card to ATAK’s shareholders in connection with the solicitation of proxies to be voted at the Shareholder Meeting and at any postponements or adjournments of the Shareholder Meeting. Information about the Shareholder Meeting, the Business Combination and other related business to be considered by ATAK’s shareholders at the Shareholder Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholder Meeting, all of ATAK’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 44 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of ATAK has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to ATAK’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of ATAK, you should keep in mind that ATAK’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections titled “Proposal No. 1 - The Business Combination Proposal - Interests of Certain Persons in the Business Combination,” “Proposal No. 1 - The Business Combination Proposal - Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Shareholder Meeting. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ATAK’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. See “Shareholder Meeting- Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Ordinary Shares for cash.

On behalf of ATAK’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Zachary Wang

Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated    , 2023 and is first being mailed to the shareholders of ATAK on or about    , 2023.

AURORA TECHNOLOGY ACQUISITION CORP.

4 Embarcadero Center

Suite 1449

San Francisco, California 94105

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON DECEMBER 4, 2023

To the Shareholders of Aurora Technology Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Aurora Technology Acquisition Corp., a Cayman Islands exempted company (“ATAK”), will be held on December 4, 2023 at 10:00 a.m., Eastern Time, at the offices of Dentons US LLP located at 1221 Avenue of the Americas, New York, New York 10020, and via a virtual meeting at https://www.cstproxy.com/auroraspac/egm2023, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

You are cordially invited to attend the Shareholder Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

Each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Listing Proposal, the Stock Incentive Plan Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Governing Documents Proposals will be presented to the shareholders for a vote only if the Business Combination Proposal is approved.

The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to read carefully and in its entirety the accompanying proxy statement/prospectus, including the Annexes thereto and accompanying financial statements of ATAK and DIH.

The record date for the Shareholder Meeting for ATAK shareholders is November 6, 2023. Only ATAK shareholders at the close of business on that date may vote at the Shareholder Meeting or any postponement or adjournment thereof. ATAK shareholders are entitled to one vote at the Shareholder Meeting for each ATAK Ordinary Share held of record as of the record date.

ATAK is providing the accompanying proxy statement/prospectus and accompanying proxy card to ATAK’s shareholders in connection with the solicitation of proxies to be voted at the Shareholder Meeting and at any postponements or adjournments of the Shareholder Meeting. Information about the Shareholder Meeting, the Business Combination and other related business to be considered by ATAK’s shareholders at the Shareholder Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholder Meeting, all of ATAK’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the sections titled “Risk Factors” beginning on page 44 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of ATAK has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to ATAK’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of ATAK, you should keep in mind that ATAK’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposal No. 1 - The Business Combination Proposal - Interests of Certain Persons in the Business Combination,” “Proposal No. 1 - The Business Combination Proposal - Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” and “Risk Factors” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a holder of ATAK’s Class A Ordinary Shares (such holder, a “Public Shareholder” and such shares, the “Public Shares”) may request that ATAK redeem all or a portion of such Class A Ordinary Shares for cash if the Business Combination is consummated. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company (“Continental”) in order to validly redeem its shares. Public Shareholders may elect to redeem their Class A Ordinary Shares even if they vote “For” the Business Combination Proposal. If the Business Combination is not consummated, the Class A Ordinary Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Class A Ordinary Shares that it holds and timely delivers its shares to Continental, ATAK will redeem such Class A Ordinary Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the ATAK IPO (as such term is defined in the accompanying proxy statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of November 6, 2023, the record date for the Shareholder Meeting, this would have amounted to approximately $10.91 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Class A Ordinary Shares for cash and will no longer own Class A Ordinary Shares. See “Shareholder Meeting - Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Class A Ordinary Shares for cash. Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described in the accompanying proxy statement/prospectus prior to 5:00 p.m., Eastern Time, on November 30, 2023 (two business days before the Shareholder Meeting) in order for their shares to be redeemed.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the outstanding Class A Ordinary Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The Sponsor Holders have, pursuant to the Sponsor Support Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Shareholder Meeting and waive their anti-dilution rights with respect to their Class B Ordinary Shares in connection with the consummation of the Business Combination and the related transactions. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor Holders own approximately 47% of the issued and outstanding ordinary shares.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

The approval of each of the Domestication Proposal and the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Advisory Governing Documents Proposals are voted upon on a non-binding advisory basis only. Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. 

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved.

Your attention is directed to the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Okapi Partners LLC (“Okapi”), our proxy solicitor, by calling (855) 208-8903 (toll free), or banks and brokers can call (212) 297-0720, or by emailing info@okapipartners.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Aurora Technology Acquisition Corp.,

Zachary Wang

Chairman of the Board of Directors

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by ATAK (File No. 333-271890), constitutes a prospectus of ATAK under Section 5 of the Securities Act, with respect to certain securities of ATAK to be issued in connection with the Business Combination described below. This document also constitutes a notice of meeting and a proxy statement of ATAK under Section 14(a) of the Exchange Act, for the Shareholder Meeting of ATAK to be held in connection with the Business Combination and related matters and at which ATAK shareholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the Business Combination and the Domestication, among other matters.

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning ATAK, without charge, by written request to Aurora Technology Acquisition Corp., 4 Embarcadero Center, Suite 1449, San Francisco, California 94105; or Okapi Partners LLC (“Okapi”), our proxy solicitor, by calling (855) 208-8903 (toll free), or banks and brokers can call (212) 297-0720, or by emailing info@okapipartners.com, or from the SEC through the SEC website at https://www.sec.gov.

In order for ATAK’s shareholders to receive timely delivery of the documents in advance of the Shareholder Meeting to be held on December 4, 2023, you must request the information no later than November 27, 2023 (five business days prior to the date of the Shareholder Meeting).

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “ATAK” refer to Aurora Technology Acquisition Corp. The terms “New DIH,” “Company”, “combined company” and “post-Business Combination company” refer to DIH Holding US, Inc. and its subsidiaries following the consummation of the Business Combination.

In this proxy statement/prospectus, references to:

“Adjournment Proposal” means the proposal as an ordinary resolution, to approve the adjournment of the Shareholder Meeting to a later date or dates if necessary to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient ATAK Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal, or the Director Election Proposal.

“Advisory Governing Documents Proposals” mean the proposals as ordinary resolutions and on a non-binding advisory basis, to approve certain material differences between the Existing Governing Documents and the Proposed Governing Documents.

“Articles of Association” means the amended and restated memorandum and articles of association of ATAK.

“ATAK” means Aurora Technology Acquisition Corp., a Cayman Islands exempted company, prior to the consummation of the Domestication.

“ATAK Board” means ATAK’s board of directors.

“ATAK Initial Shareholder” means the Sponsor.

“ATAK IPO” means ATAK’s initial public offering of its units, ordinary shares, warrants and rights pursuant to its registration statement on Form S-1 declared effective by the SEC on February 7, 2022 (SEC File No. 333-261753).

“ATAK Merger Sub” means Aurora Technology Merger Sub Corp., a Nevada corporation.

“ATAK Ordinary Shares” means the Class A Ordinary Shares and the Class B Ordinary Shares.

“ATAK Parties” means ATAK, ATAC Sponsor and ATAK Merger Sub.

“ATAK Private Placement Warrants” means the 6,470,000 warrants held by the Sponsor that were issued in a private placement at the time of the ATAK IPO, each two ATAK Private Placement Warrants being exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share.

“ATAK Public Units” means the units issued in the ATAK IPO, consisting of one Class A Ordinary Share, one ATAK Public Warrant and one ATAK Right.

“ATAK Public Warrants” means warrants to acquire Class A Ordinary Shares, issued as part of units in the ATAK IPO, each two ATAK Public Warrants being exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share.

“ATAK Rights” means rights to acquire one-tenth of one Class A Ordinary Share, issued as part of units in the ATAK IPO.

“ATAK Warrant Agreement” means that certain warrant agreement, dated as of February 7, 2022, by and between ATAK and Continental (as amended or amended and restated from time to time).

“ATAK Warrants” means the ATAK Private Placement Warrants and the ATAK Public Warrants.

“Available Closing Acquiror Cash” means the aggregate cash proceeds from ATAK’s Trust Account after deducting any amounts paid to Public Shareholders that exercise their redemption rights in connection with the Business Combination.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the business combination agreement, dated as of February 26, 2023 by and among ATAK, ATAK Merger Sub and DIH, as it may be amended and supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal as an ordinary resolution, that the Business Combination Agreement, and the consummation of the transactions contemplated thereby be approved, ratified and confirmed in all respects.

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of ATAK.

“Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of ATAK.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Listing Proposal, the Stock Incentive Plan Proposal, and the Director Election Proposal, each of which is conditioned on the approval and adoption of each of the others.

“Continental” means Continental Stock Transfer & Trust Company.

“DGCL” means the Delaware General Corporation Law, as amended.

“DIH” means DIH Holding US, Inc., a Nevada corporation.

“DIH Board” means the board of directors of DIH.

“DIH Common Stock” means the common stock of DIH, par value $0.00001 per share.

“Director Election Proposal” means the proposal as an ordinary resolution to elect seven (7) directors, effective upon the Closing, to serve staggered 3-year terms on the New DIH Board as set forth in the Proposed Certificate of Incorporation, and until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

“Domesticated Bylaws” means the proposed bylaws of New DIH, to be effective upon the Domestication, a form of which is attached to this proxy statement/prospectus as Annex C.

“Domesticated Certificate of Incorporation” means the proposed certificate of incorporation of New DIH, to be effective upon the Domestication, a form of which is attached to this proxy statement/prospectus as Annex B.

“Domesticated Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of the Company.

“Domesticated Governance Documents” means the Domesticated Certificate of Incorporation and the Domesticated Bylaws.

“Domesticated Right” means rights to acquire one-tenth of one share of New DIH Class A Common Stock following the Domestication on the same contractual terms and conditions as the ATAK Rights.

“Domesticated Unit” means the units of the Company following the Domestication, with each such unit representing one share of New DIH Class A Common Stock, one New DIH Public Warrant and one Domesticated Right.

“Domestication” means the transfer by way of continuation and deregistration of ATAK as an exempted company incorporated in the Cayman Islands and the continuation and domestication of ATAK as a corporation incorporated in the State of Delaware.

“Domestication Proposal” means the proposal as a special resolution, that the Domestication be approved, ratified and confirmed in all respects.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Effective Time” means the time at which the Merger becomes effective.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Governing Documents” means the Articles of Association.

“Founder Shares” means the aggregate 5,050,000 Class B Ordinary Shares that are currently owned by the ATAC Sponsor, and the shares of New DIH Class A Common Stock that will be issued upon the automatic conversion at the time of the Business Combination as described herein.

“GAAP” means U.S. generally accepted accounting principles.

“Governing Documents Proposal” means the proposal as a special resolution, that upon the Domestication, the Existing Governing Documents be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed Bylaws.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Listing Proposal” means the proposal as an ordinary resolution to approve the issuance of more than 20% of our issued and outstanding common stock in connection with the Business Combination.

“Merger” means following the Domestication, the merger of ATAK Merger Sub with and into DIH, with DIH being the surviving entity and continuing as a direct, wholly-owned subsidiary of ATAK.

“Nasdaq” means The Nasdaq Stock Market LLC.

“New DIH” or “Company” means DIH Holding US, Inc. (f.k.a. Aurora Technology Acquisition Corp.) after the Domestication.

“New DIH Board” means the board of directors of New DIH.

“New DIH Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of ATAK (after the Domestication).

“New DIH Private Placement Warrants” means warrants representing the right to purchase shares of New DIH Class A Common Stock following the Domestication on the same contractual terms and conditions as the ATAK Private Placement Warrants.

“New DIH Public Warrants” means the warrants representing the right to purchase shares of New DIH Class A Common Stock following the Domestication on the same contractual terms and conditions as the ATAK Public Warrants.

“New DIH Warrants” means the New DIH Private Placement Warrants and the New DIH Public Warrants.

“Okapi” means Okapi Partners LLC, ATAK’s proxy solicitor.

“Proposed Bylaws” means the proposed amended and restated bylaws of New DIH, to be effective upon the Merger, a form of which is attached to this proxy statement/prospectus as Annex E.

“Proposed Certificate of Incorporation” means the proposed amended and restated certificate of incorporation of New DIH to be effective upon the Merger, a form of which is attached to this proxy statement/prospectus as Annex D.

“Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws.

“Public Shareholders” means the holders of Class A Ordinary Shares that were sold in the ATAK IPO (whether they were purchased in the ATAK IPO or thereafter in the open market).

“Record Date” means November 6, 2023.

“Redemption” means the redemption of Class A Ordinary Shares for the Redemption Price.

“Redemption Deadline” means 5:00 p.m., Eastern Time, on November 30, 2023 (two business days before the Shareholder Meeting).

“Redemption Price” means the per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to ATAK to pay ATAK’s taxes, divided by the number of then outstanding Class A Ordinary Shares.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholder Meeting” means the Shareholder Meeting of ATAK at 10:00 a.m., Eastern Time, on December 4, 2023, at the offices of Dentons US LLP located at 1221 Avenue of the Americas, New York, New York 10020, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

“Sponsor” means ATAC Sponsor LLC, a Delaware limited liability company.

“Stock Incentive Plan” means the DIH Holding US, Inc. Equity Incentive Plan, a form of which is attached hereto as Annex H.

“Stock Incentive Plan Proposal” means the proposal as an ordinary resolution to approve and adopt the Stock Incentive Plan.

“Transfer Agent” means Continental.

“Trust Account” means the trust account established at the consummation of the ATAK IPO that holds the proceeds of the ATAK IPO and is maintained by Continental, acting as trustee.

TRADEMARKS

This proxy statement/prospectus includes references to the trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks. ATAK does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

MARKET AND INDUSTRY INFORMATION

Information contained in this proxy statement/prospectus concerning the market and the industry in which DIH or ATAK compete, including their market positions, general expectations of market opportunities and market sizes, are based on information from various third-party sources, publicly available information, various industry publications, internal data and estimates, and assumptions made by DIH or ATAK as the case may be based on such sources and DIH’s or ATAK’s knowledge of their respective markets. Internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which DIH or ATAK operate and DIH’s or ATAK’s management’s understanding of their respective industry conditions. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such sources have been obtained from sources believed to be reliable. Although we believe that such information is reliable, there can be no assurance as to the accuracy or completeness of such information. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. We have not independently verified any third-party information and each publication speaks as of its original publication date (and not as of the date of this proxy statement/prospectus). In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. The industry in which DIH operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding ATAK’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement/prospectus in relation to DIH has been provided by DIH and DIH’s management team, and forward-looking statements include statements relating to the expectations of DIH’s management team’s beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about: