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August 7, 2024
Jason Chen
Chief Executive Officer
DIH Holding US, Inc.
77 Accord Park Drive; Suite D-1
Norwell, MA
Re: DIH Holding US, Inc.
Registration Statement on Form S-1
Filed July 26, 2024
File No. 333-281067
Dear Jason Chen:
We have conducted a limited review of your 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.
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.
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.
August 7, 2024
Page 2
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.
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.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at
202-551-7153 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Joan S. Guilfoyle, Esq.