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United States securities and exchange commission logo
October 31, 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. 3 to
Registration Statement on Form S-4
Filed October 20,
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 October 12, 2023
letter.
Amendment No. 3 to Form S-4 filed October 20, 2023
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
1. We note your response
to prior comment 3 indicating that you can rely on the exemption
provided by Rule
3a51-1(a)(2) if you lose your listing status on the Nasdaq Stock Market
LLC. In this regard,
you state in your risk factor that you believe you can be listed on the
Nasdaq Global Market.
However, in order to rely on Rule 3a51-1(a)(2), you must meet
the initial listing
standards and be approved for listing. Accordingly, there may be a
period of time where
there is no exemption available to you, and as a result, your
securities could fall
within the definition of penny stock. Please revise your risk factor to
Zachary Wang
Aurora Technology Acquisition Corp.
October 31, 2023
Page 2
disclose that you may not be able to immediately rely on another
exemption and therefore
would become an issuer of penny stock.
Opinion of ATAK's Company's Financial Advisor
Discounted Cash Flow Analysis, page 102
2. We note you added disclosure on page 102 in response to prior comment 4
and we re-
issue the comment in part. Please disclose to discuss in detail, the
underlying assumptions
and estimates you rely on to derive each year s revenue growth rate and
cash flow margin
starting 2023. For example, identify the specific expectations of new
product innovation,
projected increase to a certain number of new customer accounts,
geographic expansion in
a particular market and other factors that support the percentage revenue
growth year over
year. Your discussion of these underlying assumptions should be
sufficiently clear and
detailed to provide an understanding of the objectives expected to be
achieved that
ultimately translate into the projected financial results. In addition,
discuss the factors or
contingencies that may affect these growth rates from ultimately
materializing.
3. We note your response to our prior comment 4 and re-issue it in part. We
note that ATAK
submitted an initial draft letter of intent to DIH reflecting a
pre-transaction equity value of
$220 million, and then on December 4, 2022, ATAK submitted a revised
letter of intent to
DIH indicating a proposed equity value for DIH of $250 million. You
disclose that the
projections for revenue growth and cash-flow margins between calendar
years 2023
through 2025 were provided by the management team of DIH. Discuss why the
estimates
for revenue growth and cash flow margins between calendar years 2026
through 2032,
determined collectively by the management team of DIH, ATAK and
Newbridge, were
formed and how such extended projections were used, such as by the board
in
determining its valuation of DIH. As part of this, discuss when each set
of
projections were formed and when such projections were shared with the
ATAK Board. If
the ATAK Board used the extended projections to 2032 in its valuation of
DIH, disclose
any risks the Board considered for such sustained future growth.
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,
FirstName LastNameZachary Wang
Division of
Corporation Finance
Comapany NameAurora Technology Acquisition Corp.
Office of Energy &
Transportation
October 31, 2023 Page 2
cc: Ilan Katz
FirstName LastName