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United States securities and exchange commission logo
August 21, 2023
Zachary Wang
Chief Executive Officer
Aurora Technology Acquisition Corp.
4 Embarcadero Center
Suite 1449
San Francisco, CA 94105
Re: Aurora Technology
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed August 4,
2023
File No. 333-271890
Dear Zachary Wang:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
8, 2023 letter.
Amendment No.1 to Form S-4
Question and Answers About the Proposals
Q: What happens if the Business Combination is not consummated?, page 28
1. You disclose here and
elsewhere in your prospectus that if you are not able to complete
the Business
Combination or another initial business combination by February 7, 2024 (or
such later date that
shareholders may approve an extension to), you will cease all
operations except for
the purpose of winding up and redeeming your Class A Ordinary
Shares and liquidating
the Trust Account. However, under "Extensions of Time to
Complete a Business
Combination" on page 150 you disclose that ATAK and your
Transfer Agent entered
into Amendment No. 2 to the Investment Management Trust
Zachary Wang
FirstName LastNameZachary Wang
Aurora Technology Acquisition Corp.
Comapany
August 21, NameAurora
2023 Technology Acquisition Corp.
August
Page 2 21, 2023 Page 2
FirstName LastName
Agreement, to allow ATAK to extend the Business Combination Period six
(6) times for
an additional one (1) month each time from August 9, 2023 to February
9, 2024.
Accordingly, please clarify the date you must complete your initial
business
combination as between February 7 or February 9, 2024.
Risk Factors
Risks Related to ATAK, the Business Combination and New DIH
The ATAK Warrant Agreement designates the courts of the State of New York or
the United
States District Court..., page 71
2. In response to comment 7, you revised your risk factor to disclose in
part, consistent with
your Warrant Agreement filed as Exhibit 4.6, that unless the Company
consents in writing
to the selection of an alternative forum, the federal district courts
of the United States of
America shall, to the full extent permitted by law, 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. However, you earlier disclose in this
risk factor 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 clarify and
consistently disclose the application of your exclusive forum clause
to claims under the
Securities Act. As your provision appears to apply to Securities Act
claims, please
disclose that there is uncertainty as to whether a court would enforce
such provision
and that investors cannot waive compliance with the federal securities
laws and the rules
and regulations thereunder. In that regard, we note that Section 22 of
the Securities Act
creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
any duty or liability created by the Securities Act or the rules
thereunder.
The provision of the Proposed Certificate of Incorporation to be in effect
following the Business
Combination requiring exclusive venue..., page 77
3. We note your response to comment 8. Your disclosure in this risk
factor provides that the
federal district courts of the United States will be 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. Your
proposed Amended and Restated Certificate of Incorporation in Section
8 of Annex D;
however, does not include the additional clause "against any person in
connection with
any offering of the Company s securities." Please clarify if such
additional clause should
remain in your prospectus.
Background of the Business Combination, page 97
4. We note your response to comment 10, but we re-issue in part. You
refer to ATAK, DIH,
and Maxim throughout this section, but have not identified the
individuals in those bodies
Zachary Wang
FirstName LastNameZachary Wang
Aurora Technology Acquisition Corp.
Comapany
August 21, NameAurora
2023 Technology Acquisition Corp.
August
Page 3 21, 2023 Page 3
FirstName LastName
who were present for a meeting. Please revise to identify the
individuals from ATAK,
DIH, or Maxim that were present for such meetings.
Opinion of ATAK's Company's Financial Advisor
Comparable Company Analysis, page 100
5. We note your response to comment 13 and we re-issue in part. We note
you disclosed
calendar-year end revenue projections for 2023 in a table on page 102,
but please also
disclose the "Net Debt" removed from Enterprise Value to obtain an
Implied Equity Value
using this analysis of $284.1M.
Discounted Cash Flow Analysis, page 102
6. We note the tabular disclose of DIH projections provided in response
to comment 14. On
page 102 you disclose that in applying the DCF Analysis, Newbridge
relied on the
Financial Projections prepared by DIH that estimated certain revenue
growth rates, as well
as EBITDA and Cash flow margins. Please disclose EBITDA and EBIDTA
margins relied
upon in this analysis.
7. We note your response to comment 14 and we re-issue in part. You
disclose that the
estimates for revenue growth and cash flow margins between calendar
years 2026 through
2032 were determined "collectively by the management team of DIH, ATAK
and
Newbridge, and are meant to be conservative, with no guarantees that
these milestones
can be achieved." Please disclose how DIH, ATAK and Newbridge
collectively calculated
that revenue growth of 25% and cash flow margin growth of 15% annually
are sustainable
from 2026 to 2023 and why assuming such growth rates are reasonable.
Please also clarify
what consideration the ATAK Board gave to the speculative nature of
the discounted cash
flow analysis through 2032 and the projections through the same
extended period.
The ATAK Board's Reasons for the Approval of the Business Combination, page 103
8. In response to comment 16, you disclose that ATAK s Board "chiefly
considered
Newbridge s DCF analysis and the financial projections relied upon
by Newbridge in
performing its DCF analysis" We note also your disclosure under
bulleted items that the
ATAK Board considered before reaching its decisions that such due
diligence
included reviews of certain projections provided by DIH. If accurate,
please revise to
disclose however that the ATAK Board "chiefly considered Newbridge s
DCF analysis
and the financial projections relied upon by Newbridge in performing
its DCF analysis" as
discussed in your response.
Unaudited Pro Forma Condensed Combined Financial Information, page 140
9. We note your response to our prior comment 18 and that shareholders
approved an
amendment to your Amended and Restated Articles of Association to
remove the net
tangible assets provision. We also note your disclosure on the cover
page that it is a
Zachary Wang
Aurora Technology Acquisition Corp.
August 21, 2023
Page 4
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. Please identify
the exemption that you are relying on in determining that the New DIH
shares are not at
risk of being deemed a penny stock under Exchange Act Rule 3a51-1. In
this regard, we
note that in the event the business combination proposal is approved
but the merger does
not occur, the shareholders will still be entitled to redemption
rights. If the amount in the
trust falls below $5,000,001 as a result of redemptions, the company
would likely also no
longer meet the Nasdaq listing standards. At that point it is possible
the company would
become a penny stock. Please revise to clearly discuss the impact that
the trust falling
below $5,000,001 would have upon your listing on Nasdaq and discuss
the consideration
given to the possibility that that the company would become an issuer
of penny stock.
Please provide clear disclosure that as a result of removing this
provision from your
Amended and Restated Articles of Association, your securities could
fall within the
definition of penny stock and clearly discuss the risk to the company
and investors if your
securities were to fall within the definition of penny stock.
Business of DIH
Our Strategy, page 164
10. In response to comment 23 you attribute the size of the global
rehabilitation care market
to Grandview Research. Please disclose the date of such report, and
explain if you
commissioned such report and and if so, provide a consent.
Furthermore, you make
various factual statements which appear your beliefs such as that "a
machine which can be
calibrated thereby producing consistent therapy" and that "manual
therapy is likely to vary
therapist to therapist or even patient to patient" and that
"measurements of progress may
also be subjective, varying from therapist to therapist which may
result in a patient
requiring a longer period of therapy." Please revise to characterize
these statements as
your belief.
Intellectual Property, page 178
11. In response to comment 24 you revised to describe where patent
protection has been
sought and obtained as well as the range of dates for patent coverage.
You also
respectfully request that this summary narrative description be used in
lieu of the detailed
FirstName LastNameZachary Wang
chart that would otherwise be required. If patent protection is material
to your business,
Comapany NameAurora
please provide theTechnology
detailed chartAcquisition Corp.
or otherwise explain why such
information is
not material to
August 21, 2023 Page 4 your business.
FirstName LastName
Zachary Wang
FirstName LastNameZachary Wang
Aurora Technology Acquisition Corp.
Comapany
August 21, NameAurora
2023 Technology Acquisition Corp.
August
Page 5 21, 2023 Page 5
FirstName LastName
Results of Operations
Comparison of the Years Ended March 31, 2023 and 2022
Income Tax Expense, page 188
12. We note your income tax expense for the year ended March 31, 2023 has
significantly
increased as compared to the amount for the year ended March 31, 2022.
Please revise
your discussion of income tax expenses to provide robust discussions
to address each of
the components of the effective tax rate disclosed on page F-79.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of DIH
Liquidity and Capital Resources, page 189
13. We note your disclosure of the material terms of your credit
agreements in response to
comment 28, but we re-issue our comment in part. Please file copies of
the lines of credit
and long-term debt and amendments that are currently in place as
exhibits to your
registration statement or tell us why you believe you are not required
to do so. Refer to
Item 601(b)(10) of Regulation S-K.
You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Shannon
Buskirk,
Staff Accountant, at (202) 551-3717 if you have questions regarding comments on
the financial
statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Adviser, at (202)
551-3844 or Kevin Dougherty, Attorney-Adviser, at (202) 551-3271 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Ilan Katz