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United States securities and exchange commission logo
October 12, 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. 2 to
Registration Statement on Form S-4
Filed September 22,
2023
File No. 333-271890
Dear Zachary Wang:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our August 21, 2023
letter.
Amendment No. 2 to Form S-4
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.
Zachary Wang
FirstName LastNameZachary Wang
Aurora Technology Acquisition Corp.
Comapany
October 12,NameAurora
2023 Technology Acquisition Corp.
October
Page 2 12, 2023 Page 2
FirstName LastName
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.
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.
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.
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.
Zachary Wang
FirstName LastNameZachary Wang
Aurora Technology Acquisition Corp.
Comapany
October 12,NameAurora
2023 Technology Acquisition Corp.
October
Page 3 12, 2023 Page 3
FirstName LastName
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