424B3 1 form424b3.htm

 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-271890

 

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 Factorsbeginning 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 November 14, 2023, and is first being mailed to ATAK’s shareholders on or about November 14, 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:

 

  (a) On the Closing Date (as such term is defined in the accompanying proxy statement/prospectus), prior to the Effective Time, (A) 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”), upon which ATAK will change its name to “DIH Holding US, Inc.” (“New DIH”) (for further details, see the section titled “Proposal No. 2 - The Domestication Proposal” in the accompanying proxy statement/prospectus); (B) each issued and outstanding Class A Ordinary Share will be converted, on a one-for-one basis, into one share of New DIH Class A Common Stock; (C) each issued and outstanding Class B Ordinary Share will be converted, on a one-for-one basis, into one share of Domesticated Class B Common Stock; (D) each issued and outstanding ATAK Public Warrant, ATAK Private Warrant and ATAK Right will be converted, on a one-for-one basis, into a New DIH Public Warrant, New DIH Private Warrant and New DIH Right, respectively; and (E) the governing documents of ATAK will be replaced by governing documents for the Delaware corporation.

 

  (b) On the Closing Date, following the Domestication, 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.

 

 
 

 

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 DoctrineandRisk 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 November 14, 2023 and is first being mailed to the shareholders of ATAK on or about November 14, 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:

 

  1. Proposal No. 1 - The Business Combination Proposal - RESOLVED, as an ordinary resolution, that ATAK’s entry into the 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 the proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of ATAK as an exempted company in the Cayman Islands and the transfer by way of continuation and domestication of ATAK as a corporation in the State of Delaware Merger Sub will be merged with and into DIH, with DIH being the surviving entity and continuing as a direct, wholly-owned subsidiary of ATAK, and the transactions contemplated thereby (collectively, the “Business Combination”), be approved, ratified and confirmed in all respects.

 

  2. Proposal No. 2 – The Domestication Proposal – RESOLVED, as a special resolution, that ATAK be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, ATAK be continued and domesticated as a corporation under the laws of the State of Delaware and, conditional upon, and with effect from, the registration of ATAK as a corporation in the State of Delaware, the name of ATAK be changed from “Aurora Technology Acquisition Corp.” to “DIH Holding US, Inc.”

 

  3. Proposal No. 3 – The Governing Documents Proposal – RESOLVED, as a special resolution, that the amended and restated memorandum and articles of association of ATAK currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the certificate of incorporation and bylaws (attached as Annex B and Annex C, respectively), and the proposed new amended and restated certificate of incorporation and proposed new bylaws (copies of each of which are attached to the proxy statement/prospectus as Annex D and Annex E, respectively), including, without limitation, the authorization of the change in authorized share capital as indicated therein and the change of name to “DIH Holding US, Inc.” 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.

 

  4. Proposal No. 4 - The Advisory Governing Documents Proposals

 

  Advisory Governing Documents Proposal 4A - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the New DIH Board may issue any or all shares of New DIH Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New DIH Board and as may be permitted by the Delaware General Corporation Law.

 

  Advisory Governing Documents Proposal 4B - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, to adopt Delaware as the exclusive forum for certain shareholder litigation and the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless New DIH consents in writing to the selection of an alternative forum.

 

  Advisory Governing Documents Proposal 4C - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that any action required or permitted to be taken by the shareholders of New DIH must be effected at a duly called annual or special meeting of shareholders of New DIH and may not be effected by any consent in writing by such shareholders.

 

  Advisory Governing Documents Proposal 4D - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that, subject to the rights of holders of preferred stock of New DIH, any director or the entire New DIH Board may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of New DIH entitled to vote in the election of directors, voting together as a single class.

 

  Advisory Governing Documents Proposal 4E - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, the amendment provisions in the Proposed Certificate of Incorporation and Proposed Bylaws, which set forth the voting standards by which shareholders of New DIH may approve certain amendments to the Proposed Certificate of Incorporation and Proposed Bylaws, respectively.

 

  Advisory Governing Documents Proposal 4F - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the Proposed Certificate of Incorporation provide for a classified board of directors.

 

 
 

 

  Advisory Governing Documents Proposal 4G - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the removal of provisions in ATAK’s existing amended and restated memorandum and articles of association related to its status as a blank check company will no longer apply upon the consummation of the Business Combination.

 

  5. Proposal No. 5 - The Listing Proposal - RESOLVED, as an ordinary resolution, the issuance of shares of New DIH Class A Common Stock in connection with the Business Combination (as such terms are defined in the proxy statement/prospectus) be approved.

 

  6. Proposal No. 6 – The Stock Incentive Plan Proposal - RESOLVED, as an ordinary resolution, that ATAK’s adoption of the DIH Holding US, Inc. Stock Incentive Plan be approved, ratified and confirmed in all respects.

 

  7. Proposal No. 7 - The Director Election Proposal - RESOLVED, as an ordinary resolution, that the persons named below be elected to serve on the New DIH board of directors upon the consummation of the Business Combination to serve initial terms as provided in the proposed new certificate of incorporation.

 

  Name of Director Class of Directorship
  Jason Chen Class I
  Lynden Bass Class I
  Dr. Patrick Bruno Class I
  Max Baucus Class II
  F. Samuel Eberts III Class II
  Ken Ludlum Class III
  Cathryn Chen Class III

 

  8. Proposal No. 8 - The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, to permit further solicitation and votes of proxies if, based upon the tabulated votes 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 be approved, ratified and confirmed in all respects.

 

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 1
ADDITIONAL INFORMATION 1
CERTAIN DEFINED TERMS 1
TRADEMARKS 4
MARKET AND INDUSTRY INFORMATION 4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 5
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS 6
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS 21
SUMMARY HISTORICAL FINANCIAL INFORMATION OF ATAK 37
SUMMARY HISTORICAL COMBINED FINANCIAL INFORMATION OF DIH 38
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 39
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION 41
TICKER SYMBOLS AND DIVIDEND INFORMATION 43
RISK FACTORS 44
SHAREHOLDER MEETING 80
PROPOSAL NO. 1 - THE BUSINESS COMBINATION PROPOSAL 86
PROPOSAL NO. 2 - THE DOMESTICATION PROPOSAL 112
PROPOSAL NO. 3 - THE GOVERNING DOCUMENTS PROPOSAL 115
PROPOSAL NO. 4 - THE ADVISORY GOVERNING DOCUMENTS PROPOSAL 116
PROPOSAL NO. 5 - THE LISTING PROPOSAL 121
PROPOSAL NO. 6 - THE STOCK INCENTIVE PLAN PROPOSAL 122
PROPOSAL NO. 7 - THE DIRECTOR ELECTION PROPOSAL 125
PROPOSAL NO. 8 - THE ADJOURNMENT PROPOSAL 126
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 127
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 140
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 147
INFORMATION ABOUT ATAK 151
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ATAK 158
BUSINESS OF DIH 163
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DIH 183
MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION 198
EXECUTIVE AND DIRECTOR COMPENSATION 201
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 204
BENEFICIAL OWNERSHIP OF SECURITIES 206
DESCRIPTION OF SECURITIES 215
SECURITIES ACT RESTRICTIONS ON RESALE OF NEW DIH SECURITIES 225
APPRAISAL RIGHTS 226
HOUSEHOLDING INFORMATION 226
TRANSFER AGENT AND REGISTRAR 226

 

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SUBMISSION OF SHAREHOLDER PROPOSALS 226
FUTURE SHAREHOLDER PROPOSALS 226
SHAREHOLDER COMMUNICATIONS 226
LEGAL MATTERS 227
EXPERTS 227
WHERE YOU CAN FIND MORE INFORMATION 227
ENFORCEABILITY OF CIVIL LIABILITY 227
INDEX TO FINANCIAL STATEMENTS F-1
   
ANNEXES  
ANNEX A - BUSINESS COMBINATION AGREEMENT A-1
ANNEX B - CERTIFICATE OF INCORPORATION OF DIH HOLDING US, INC. B-1
ANNEX C - BYLAWS OF DIH HOLDING US, INC. C-1
ANNEX D - A&R CERTIFICATE OF INCORPORATION OF DIH HOLDING US, INC. D-1
ANNEX E - A&R BYLAWS OF DIH HOLDING US, INC. E-1
ANNEX F - SPONSOR SUPPORT AGREEMENT F-1
ANNEX G - DIH STOCKHOLDER SUPPORT AGREEMENT G-1
ANNEX H - AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT H-1
ANNEX I - DIH HOLDING US, INC. STOCK INCENTIVE PLAN I-1

 

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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).

 

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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.

 

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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.

 

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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.

 

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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:

 

  ATAK’s ability to complete the Business Combination, or, if ATAK does not consummate the Business Combination, any other initial business combination;
  ATAK’s ability to obtain financing to complete the Business Combination;
  the expected benefits of the Business Combination;
  New DIH’s expansion plans and opportunities; and
  New DIH’s future financial and operating performance after the Business Combination.
  the occurrence of any event, change or other circumstance that could delay, impede or prevent the Business Combination or give rise to the termination of the Business Combination Agreement;
  the occurrence of any event that would impact DIH’s ability to rely on its key product lines;
  any global, regional or local economic weakness that could affect DIH’s demand for products;
  war, geopolitical factors and foreign exchange fluctuations;
  the availability of sufficient funds for future operating needs;
  the growth of the market for robotics and VR-enabled smart rehabilitation systems;
  the safety of our products;
  the training of the users of our products;
  consumer satisfaction;
  the continued availability of our sole-source providers;
  the success of our collaboration agreements or other similar transactions;
  our ability to successfully integrate product lines;
  any difficulty managing growth
  any inability to obtain the requisite regulatory approvals we need in each jurisdiction in which we operate;
  any adverse medical device reporting that could result in enforcement actions;
  compliance with US and international data privacy laws;
  failure to obtain the requisite regulatory approvals; and
  our ability to obtain and maintain protection for the intellectual property relating to or incorporated into our products.
  other risks and uncertainties discussed elsewhere in this proxy statement/prospectus, including in the section entitled “Risk Factors.”

 

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before a shareholder grants its proxy or instructs how its votes should be cast or vote on the proposals set forth in this proxy statement/prospectus, it should be aware that the occurrence of the events described in the section titled “Risk Factors” and elsewhere in this proxy statement/prospectus may adversely affect ATAK or DIH.

 

5

 

 

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Shareholder Meeting, including the Business Combination Proposal, you should read this entire document carefully and in its entirety, including the Annexes and accompanying financial statements of ATAK and DIH. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is attached hereto as Annex A and is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal - The Business Combination Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

 

Parties to the Business Combination

 

ATAK

 

ATAK is a blank check company incorporated as a Cayman Islands exempted company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

 

Our Class A Ordinary Shares, ATAK Units, ATAK Public Warrants and ATAK Rights are currently listed and traded on the Nasdaq under the symbols “ATAK”, “ATAKU”, “ATAKW” and “ATAKR”, respectively. In connection with the Domestication, the units will automatically separate into their component securities and, as a result, will no longer trade as an independent security. Upon the Domestication, we will become a Delaware corporation, and upon the consummation of the Business Combination, our name will change from “Aurora Technology Acquisition Corp.” to “DIH Holding US, Inc.”. We intend to list the New DIH Class A Common Stock and New DIH Public Warrants on Nasdaq under the symbols “DHAI” and “DHAIW”, respectively.

 

Our executive offices are located at 4 Embarcadero Center Suite 1449, San Francisco, California 94105.

 

Merger Sub

 

Aurora Technology Merger Sub Corp. is a Nevada corporation and a direct, wholly-owned subsidiary of ATAK formed on February 17, 2023. In connection with the Business Combination, Merger Sub will merge with and into DIH, with DIH continuing as the surviving company. Merger Sub’s principal executive offices are located at 4 Embarcadero Center Suite 1449, San Francisco, California 94105.

 

DIH

 

DIH Holding US, Inc., a Nevada corporation, is a global solution provider in blending innovative robotic and virtual reality (“VR”) technologies with clinical integration and insights. Built through the mergers of global-leading niche technologies providers including HOCOMA, a Switzerland-based global leader in robotics for rehabilitation, and MOTEK, a Netherlands-based global leader in sophisticated VR-enabled movement platform powered by real-time integration. DIH is positioning itself as a transformative total smart solutions provider and consolidator in a largely fragmented and manual-labor-driven industry.

 

DIH’s principal executive offices are located at 77 Accord Park Drive; Suite D-1, Norwell, MA 02061.

 

 

6

 

 

Summary of the Business Combination Agreement

 

Upon the terms and subject to the conditions of the Business Combination Agreement, in accordance with the DGCL, and other applicable laws, Merger Sub will be merged with and into DIH, with DIH being the surviving entity and continuing as a direct, wholly-owned subsidiary of ATAK.

 

Consideration Received under the Business Combination Agreement

 

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.

 

For additional information regarding the consideration payable under the Business Combination Agreement, see the section in this proxy statement/prospectus entitled “The Business Combination Proposal — Consideration to be Received in the Business Combination.

 

Organizational Structure

 

Pursuant to the terms of the Business Combination Agreement and subject to receipt of shareholder approval, prior to the Effective Time, ATAK change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation under the laws of the state of Delaware. At the Effective Time of the Business Combination, Merger Sub, a wholly owned subsidiary of ATAK, will merge with and into DIH with DIH as the surviving corporation of the Business Combination, making DIH a wholly-owned subsidiary of ATAK. Upon the Effective Time, ATAK will be renamed to DIH Holding US, Inc., a Delaware corporation, which we refer to herein as New DIH. Upon completion of the Business Combination, DIH’s subsidiaries will remain as direct wholly-owned subsidiaries of DIH and will become indirect subsidiaries of New DIH. Upon completion of the Business Combination, corporate structure of New DIH will be as follows:

 

 

 

Assuming no redemptions, the ownership of New DIH will be as follows:

 

 

Assuming Maximum Redemptions, the ownership of New DIH will be as follows:

 

 

Conditions to Completion of the Business Combination Agreement

 

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others:

 

  required shareholder approvals of ATAK and DIH;
  the absence of laws or governmental orders prohibiting the Domestication or the Business Combination;
  effectiveness of the registration statement of which this proxy statement/prospectus is a part;
  the listing or approval for listing on Nasdaq of the New DIH Class A Common Stock;
  the completion of the Domestication;
  the accuracy of the representations and warranties of DIH and ATAK as of the date of the Business Combination Agreement and as of the Closing (subject to customary materiality qualifiers);
  each of the covenants and agreements of DIH and ATAK to be performed or complied with under the Business Combination Agreement prior to the Closing have been performed or complied with in all material respects;
  no Company Material Adverse Effect (as such time is defined in this proxy statement/prospectus) on the part of DIH, or SPAC Material Adverse Effect (as such term is defined in this proxy statement/prospectus) on the part of ATAK occurring after the date of the Business Combination Agreement and continuing at the Effective Time; and
  other customary de-SPAC deal conditions including the execution and exchange of certain closing documents.

 

 

7

 

 

For additional information regarding the conditions to the completion of the Business Combination Agreement, see the section in this proxy statement entitled “The Business Combination Proposal – Conditions to the Closing of the Business Combination.”

 

Effect of the Domestication on Existing ATAK Equity in the Business Combination

 

The Domestication will result in, among other things, the following, each of which will occur prior to the Effective Time on the Closing Date:

 

  each issued and outstanding Class A Ordinary Share will be converted, on a one-for-one basis, into one share of New DIH Class A Common Stock;
  each issued and outstanding Class B Ordinary Share will be converted, on a one-for-one basis, into one share of Domesticated Class B Common Stock;
  each issued and outstanding ATAK Public Warrant, ATAK Private Warrant and ATAK Right will be converted, on a one-for-one basis, into a New DIH Public Warrant, New DIH Private Warrant and New DIH Right, respectively;
  each ATAK Unit will be converted, on a one-for-one basis, into one Domesticated Unit; and
 

the governing documents of ATAK will be replaced by the Proposed Certificate of Incorporation and Proposed Bylaws, as described in this proxy statement/prospectus, and ATAK’s name will change to DIH Holding US, Inc.

 

Related Agreements

 

Sponsor Support Agreement

 

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).

 

DIH Stockholder Support Agreement

 

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).

 

Equity Ownership Upon Closing

 

The following table summarizes the pro forma ownership of New DIH Class A Common Stock following the Business Combination under the no redemptions, 50% redemptions and maximum redemptions scenarios:

 

   Assuming No Redemptions (1)   Assuming 50% Redemptions (2)   Assuming Maximum Redemptions (3) 
   Shares   %   Shares   %   Shares   % 
Existing DIH equity holders (4)   25,700,000    67%   25,700,000    72%   25,700,000    78%
ATAK public shareholders (5)   7,327,292    19%   4,673,646    13%   2,020,000    6%
ATAK founder shareholders   5,050,000    13%   5,050,000    14%   5,050,000    15%
ATAK representative   303,000    1%   303,000    1%   303,000    1%
Total shares at close (6)   38,380,292    100%   35,726,646    100%   33,073,000    100%

 

  (1) Assumes no Class A Ordinary Shares are redeemed by Public Shareholders (after giving effect to the Extension Amendments Redemptions).
     
  (2) Assumes that approximately 2,653,646 Class A Ordinary Shares outstanding are redeemed for an aggregate payment of approximately $29 million (based on the estimated per share redemption price of approximately $10.91 per share as of November 6, 2023) from the Trust Account.
     
  (3) Assumes that approximately 5,307,292 Class A Ordinary Shares outstanding are redeemed for an aggregate payment of approximately $57.9 million (based on the estimated per share redemption price of approximately $10.91 per share as of November 6, 2023) from the Trust Account.
     
  (4) Excludes 6,000,000 shares of New DIH Class A Common Stock (under all scenarios) in estimated potential Earnout Shares as the price threshold for each tranche has not yet been triggered and includes 700,000 shares of New DIH Class A Common Stock to be issued to Maxim pursuant to financial advisory fees.
     
(5)Includes the issuance of 2,020,000 shares of New DIH Class A Common Stock (under all scenarios) pursuant to the public rights.
   
(6)Excludes 3,838,029, 3,572,665, and 3,307,300 shares of New DIH Class A Common Stock under the no redemptions scenario, 50% redemptions scenario and maximum redemptions scenario, respectively, that are available for issuance pursuant to the Stock Incentive Plan.

 

Proposals to be Submitted at the Shareholder Meeting

 

The following is a summary of the proposals to be presented to shareholders at the Shareholder Meeting of ATAK and certain transactions contemplated by the Business Combination Agreement. The transactions contemplated by the Business Combination Agreement 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. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

 

 

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The Business Combination Proposal

 

ATAK is asking its shareholders to approve by ordinary resolution the Business Combination Agreement, pursuant to which, among other things, on the date of the Closing, following the consummation of the Domestication and the Merger, DIH shall become a wholly-owned subsidiary of New DIH.

 

For more information about the transactions contemplated by the Business Combination Agreement, we encourage shareholders to carefully consider the information set forth below under “Proposal No. 1 – The Business Combination Proposal” and the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus.

 

The Domestication Proposal

 

ATAK is asking its shareholders to approve by special resolution the Domestication Proposal. The consummation of the Domestication is a condition to closing the Business Combination pursuant to the terms of the Business Combination Agreement. The Domestication Proposal, if approved, will authorize a change of ATAK’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while ATAK is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon the Domestication, New DIH will be governed by the DGCL.

 

For more information about the Domestication Proposal, we encourage shareholders to carefully consider the information set forth below under “Proposal No. 2 – The Domestication Proposal.”

 

The Governing Documents Proposal

 

ATAK is asking its shareholders to approve by special resolution the Governing Documents Proposal. ATAK will ask its shareholders to approve the replacement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Certificate of Incorporation and Proposed Bylaws, under the DGCL, including the authorization of the change in authorized share capital as indicated therein and the change of name of ATAK to “DIH Holding US, Inc.”

 

For more information about the Governing Documents Proposal, we encourage shareholders to carefully consider the information set forth below under “Proposal No. 3 – The Governing Documents Proposal” and the full text of the Domesticated Certificate of Incorporation and Domesticated Bylaws of New DIH attached hereto as Annex B and C, respectively, and the Proposed Certificate of Incorporation and Proposed Bylaws of New DIH attached hereto as Annex D and Annex E, respectively.

 

The Advisory Governing Documents Proposals

 

ATAK is asking its shareholders to approve, by ordinary resolutions and on a non-binding advisory basis, the following governance proposals in connection with the replacement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Governing Documents, under the DGCL.

 

Advisory Governing Documents Proposal A – A proposal to authorize the New DIH Board to issue any or all shares of New DIH Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New DIH Board and as may be permitted by the DGCL.

 

 

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Advisory Governing Documents Proposal B – A proposal to adopt Delaware as the exclusive forum for certain shareholder litigation and the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless New DIH consents in writing to the selection of an alternative forum.
Advisory Governing Documents Proposal C – A proposal to require that any action required or permitted to be taken by the shareholders of New DIH must be effected at a duly called annual or special meeting of shareholders of New DIH and may not be effected by any consent in writing by such shareholders.
Advisory Governing Documents Proposal D – A proposal to require that, subject to the rights of holders of preferred stock of New DIH, any director or the entire New DIH Board may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of New DIH entitled to vote in the election of directors, voting together as a single class.
Advisory Governing Documents Proposal E – A proposal to approve the amendment provisions in the Proposed Certificate of Incorporation and Proposed Bylaws, which set forth the voting standards by which shareholders of New DIH may approve certain amendments to the Proposed Certificate of Incorporation and Proposed Bylaws, respectively.
Advisory Governing Documents Proposal F – A proposal to provide for a classified board of directors in the Proposed New Certificate of Incorporation.
Advisory Governing Documents Proposal G – A proposal to remove provisions in ATAK’s current Existing Governing Documents related to ATAK’s status as a blank check company that will no longer apply upon the consummation of the Business Combination.

 

For more information about the Advisory Governing Documents Proposals, we encourage shareholders to carefully consider the information set forth below under “Proposal No. 4 – The Advisory Governing Documents Proposals” and the full text of the Domesticated Certificate of Incorporation and Domesticated Bylaws of New DIH attached hereto as Annex B and C, respectively, and the Proposed Certificate of Incorporation and Proposed Bylaws of New DIH attached hereto as Annex D and Annex E, respectively.

 

The Listing Proposal

 

ATAK is asking its shareholders to approve by ordinary resolution the Listing Proposal. We are seeking shareholder approval for the issuance of New DIH Class A Common Stock in connection with the Business Combination.

 

For more information about the Listing Proposal, we encourage shareholders to carefully consider the information set out below under “Proposal No. 5 – The Listing Proposal.”

 

The Stock Incentive Plan Proposal

 

ATAK is asking its shareholders to approve by ordinary resolution the Stock Incentive Plan Proposal. Pursuant to the Stock Incentive Plan, a number of shares of New DIH Class A Common Stock equal to ten percent (10%) of the shares of New DIH Class A Common Stock that are issued and outstanding as of the Effective Time will be reserved for issuance under the Stock Incentive Plan, subject to annual increase and recycling provisions described in more detail in the Stock Incentive Plan Proposal and in the Stock Incentive Plan.

 

For more information about the Stock Incentive Plan Proposal, we encourage shareholders to carefully consider the information set out under “Proposal No. 6 – The Stock Incentive Plan Proposal” and the full text of the Stock Incentive Plan attached hereto as Annex H.

 

The Director Election Proposal

 

ATAK is asking its shareholders to approve by ordinary resolution the Director Election Proposal.

 

For more information about the Director Election Proposal, we encourage shareholders to carefully consider the information set out in the section under “Proposal No. 7 – The Director Election Proposal.”

 

The Adjournment Proposal

 

ATAK is asking its shareholders to approve by ordinary resolution the Adjournment Proposal to adjourn the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and votes of proxies if, based upon the tabulated ATAK Ordinary Shares voted at the time of the Shareholder Meeting, there are insufficient ATAK Ordinary Shares represented (either in person or by proxy) to constitute a quorum 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.

 

 

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For more information about the Adjournment Proposal, we encourage shareholders to carefully consider the information set out under “Proposal No. 8 – The Adjournment Proposal.”

 

The Shareholder Meeting

 

Date, Time and Place of the Shareholder Meeting

 

The Shareholder Meeting of 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.

 

Registering for the Shareholder Meeting

 

If you are a registered shareholder, you will receive a proxy card from the Transfer Agent. The form contains instructions on how to attend the virtual Shareholder Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent via email at proxy@continentalstock.com.

 

You can pre-register to attend the virtual Shareholder Meeting starting November 29, 2023 at 9:00 a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/auroraspac/egm2023, and enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.

 

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or, if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

 

If you do not have access to the Internet, you can listen only to the meeting by dialing 1 800-450-7155 (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the conference ID: 5838034#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

 

Voting Power; Record Date

 

ATAK shareholders will be entitled to vote or direct votes to be cast at the Shareholder Meeting if they owned ATAK Ordinary Shares at the close of business on November 6, 2023, which is the “record date” for the Shareholder Meeting. Shareholders will have one vote for each ATAK Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Neither the ATAK Warrants nor the ATAK Rights have voting rights. As of the close of business on the Record Date, there were 10,660,292 ATAK Ordinary Shares issued and outstanding, of which 5,610,292 were issued and outstanding Class A Ordinary Shares.

 

Quorum and Vote of ATAK Shareholders

 

A quorum of ATAK shareholders is necessary to hold a valid meeting. A quorum will be present at the Shareholder Meeting if the holders of a majority of the issued and outstanding ATAK Ordinary Shares are present (in person or by proxy) or, being a non-natural person, duly represented in person or by proxy at the Shareholder Meeting. Abstentions will be counted as present for purposes of determining a quorum. As of the Record Date for the Shareholder Meeting, 5,330,147 ATAK Ordinary Shares would be required to achieve a quorum.

 

 

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The ATAK Initial Shareholders have, pursuant to the Sponsor Support Letter Agreement, agreed to, among other things, vote all of their ATAK Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement/prospectus, the ATAK Initial Shareholders own approximately 47% of the issued and outstanding ATAK Ordinary Shares. As a result, as of the Record Date, 280,146 additional ATAK Ordinary Shares held by Public Shareholders would be required to be present at the Shareholder Meeting to achieve a quorum. The following table reflects the number of Public Shares required to approve each proposal.

 

     

Number of Additional Public Shares Required To

Approve Proposal

 
Proposal 

Approval

Standard

 

If Only Quorum is

Present and All Present

Shares Cast Votes

  

If All Shares Are

Present and All Present

Shares Cast Votes

 
Business Combination Proposal  Ordinary
Resolution2
   0    280,146 
Domestication Proposal  Special
Resolution1
   0    2,092,396 
Governing Documents Proposal  Special
Resolution1
   0    2,092,396 
Each Advisory Governing Documents Proposal  Ordinary
Resolution2
   0    280,146 
Listing Proposal  Ordinary
Resolution2
   0    280,146 
Stock Incentive Plan Proposal  Ordinary
Resolution2
   0    280,146 
Director Election Proposal  Ordinary
Resolution2
   0    280,146 
Adjournment Proposal  Ordinary
Resolution2
   

0

    

280,146

 

 

 

1 Under Cayman law, a special resolution requires the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
2 Under Cayman law, an ordinary resolution requires the affirmative vote of at least a majority of the votes cast by the holders of the issued ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

 

See “Proposal No. 1 – The Business Combination Proposal - Related Agreements - The Sponsor Support Letter Agreement” for more information related to the Sponsor Support Letter Agreement.

 

The proposals presented at the Shareholder Meeting require the following votes:

 

(i) Business Combination Proposal: The approval of the Business Combination 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
(ii) Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
(iii) Governing Documents Proposal: The approval of the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

 

 

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(iv) Advisory Governing Documents Proposal: The approval of each of the Advisory Governing Documents Proposals, on a non-binding advisory basis, 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
(v) Listing Proposal: The approval of the Listing Proposal requires an ordinary resolution under Cayman Islands laws, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
(vi) Director Election Proposal: The approval of the Director Election 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
(vii) Stock Incentive Plan Proposal: The approval of the Stock Incentive Plan 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
(viii) Adjournment Proposal: The approval of 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

 

Redemption Rights

 

Holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any shareholder holding Class A Ordinary Shares may demand that ATAK redeem such shares for a pro rata portion of the Trust Account (which, for illustrative purposes, was approximately $10.91 per share as of November 6, 2023), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, ATAK will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination. Additional terms and conditions apply. See the section entitled “Shareholder Meeting – Redemption Rights” of this proxy statement/prospectus for additional information.

 

Appraisal Rights

 

ATAK Shareholders have no appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

 

Proxy Solicitation

 

Proxies may be solicited by mail, telephone or in person. ATAK has engaged Okapi to assist in the solicitation of proxies.

 

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Shareholder Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Shareholder Meeting – Revoking Your Proxy.”

 

Recommendation of the Board

 

The ATAK Board believes that the Business Combination Proposal and the other proposals to be presented at the Shareholder Meeting are in the best interests of ATAK and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Governing Documents Proposal, “FOR” each of the Advisory Governing Documents Proposals, “FOR” the Listing Proposal, “FOR” the Stock Incentive Plan Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Shareholder Meeting.

 

 

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The existence of financial and personal interests of one or more of ATAK’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of ATAK and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. 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” for a further discussion of these considerations.

 

The ATAK Board’s Reasons for the Approval of the Business Combination

 

The ATAK Board, in evaluating the transaction with DIH, consulted with ATAK’s management, Newbridge Securities Corporation (“Newbridge” or “Newbridge Securities”) and Dentons US LLP (“Dentons”) In reaching its unanimous resolution (a) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination and Domestication, are advisable, fair to and in the best interests of ATAK and its shareholders and (b) to recommend that the shareholders approve the transactions contemplated by the Business Combination Agreement, the ATAK Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the ATAK Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. The ATAK Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. Individual members of the ATAK Board may have given different weight to different factors. This explanation of the reasons for the ATAK Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.

 

Before reaching its decision, the ATAK Board reviewed the results of the due diligence conducted by ATAK’s management and advisors, which included:

 

  extensive meetings and calls with DIH management to understand and analyze DIH’s businesses;
  review of diligence materials and interviews conducted by Newbridge, Dentons and ATAK’s other advisors;
  review of contracts, material liabilities and other material matters;
  consultation with ATAK’s management and legal counsel and financial advisor;
  review of the fairness opinion delivered by Newbridge;
  review of DIH’s combined financial statements;
  research on industry trends;
  research on comparable companies;
  research on comparable transactions; and
  reviews of certain projections provided by DIH.

 

The ATAK Board chiefly considered Newbridge’s DCF analysis and the financial projections relied upon by Newbridge.

 

In the course of its deliberations, the ATAK Board considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination including, but not limited to the following:

 

  the risk that the potential benefits of the Business Combination and Domestication may not be fully achieved, or may not be achieved within the expected timeframe and the significant fees, expenses and time and effort of management associated with completing the Business Combination and Domestication;
  the risk that the Business Combination and transactions contemplated thereby might not be consummated or completed in a timely manner or that the closing might not occur despite our best efforts, including by reason of a failure to obtain the approval of our shareholders, litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the consummation of the Business Combination;
  the risk that the cost savings and growth initiatives of DIH’s long-term growth strategy may not be fully achieved or may not be achieved within the expected timeframe;

 

 

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  the risk that changes in the regulatory and legislative landscape or new industry developments may adversely affect the business benefits anticipated to result from the Business Combination;
  the potential that a significant number of ATAK’s shareholders elect to redeem their Class A Ordinary Shares prior to the consummation of the Business Combination pursuant to the Existing Governing Documents, which would potentially make the Business Combination more difficult or impossible to complete;
  the risks and costs to ATAK if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in ATAK being unable to effect an initial business combination by February 7, 2024;
  competition in DIH’s industry is intense and, as a result, DIH may fail to attract and retain users, which may negatively impact DIH’s operations and growth prospects;
  economic downturns and market conditions beyond DIH’s control, including a reduction in spending which could adversely affect DIH’s business, financial condition, results of operations and prospects;
  economic downturns and market conditions beyond DIH’s control, including a reduction in spending which could adversely affect DIH’s business, financial condition, results of operations and prospects;
  DIH’s business may be subject to regulatory scrutiny;
  New DIH may invest in or acquire other businesses, or may invest or spend the proceeds of the Business Combination in ways with which the investors may not agree or which may not yield a return, and New DIH’s business may suffer if it is unable to successfully integrate acquired businesses into its company or otherwise manage the growth associated with multiple acquisitions; and
  DIH’s history of net losses in combination with the fact that the pro forma expectation that New DIH would be cash flow positive.

 

In addition to considering the factors described above, the ATAK Board also considered other factors including, without limitation:

 

  the Sponsor, members of the ATAK Board and other executive officers of ATAK and the Sponsor have interests in the Business Combination Proposal, the other Proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, those of ATAK shareholders generally. For more information on this discussion, see sections entitled “Proposal No. 1 – The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Proposal No. 1 – Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” of this proxy statement/prospectus; and
  the various risks associated with the Business Combination, the business of DIH and the business of ATAK, as described in the section entitled “Risk Factors” of this proxy statement/prospectus.

 

After considering the foregoing potentially negative and potentially positive reasons, the ATAK Board concluded, in its business judgment, that the potentially positive reasons relating to the Business Combination, Domestication and the other related transactions outweighed the potentially negative reasons.

 

Interests of Certain Persons in the Business Combination

 

When you consider the recommendation of the ATAK Board to vote in favor of approval of the Business Combination Proposal, you should keep in mind that the ATAK Initial Shareholders, including ATAK’s officers and directors, have interests in such proposal that are different from, or in addition to, those of ATAK shareholders generally. These interests include, among other things, the interests listed below:

 

  the fact that the Sponsor and ATAK’s directors and officers have agreed not to redeem any ATAK Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination and the Sponsor is obligated to vote in favor of the Business Combination;
     
  the fact that the Sponsor has irrevocably waived the anti-dilution adjustments set forth in ATAK’s organizational documents, or any other anti-dilution or similar adjustment rights to which the Sponsor may otherwise be entitled related to or arising from the Business Combination;
     
  the fact that the Sponsor paid an aggregate amount of $25,000 for the Founder Shares, which will convert into 5,050,000 shares of New DIH Class A Common Stock in accordance with the terms of ATAK’s organizational documents and such securities will have a significantly higher value at the time of the Business Combination;

 

 

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  the fact that the Sponsor paid $6,470,000 for 6,470,000 ATAK Private Placement Warrants, each of which is exercisable commencing on the later of 12 months from the closing of the ATAK IPO and 30 days following the Closing for one Class A Ordinary Share at $11.50 per share; if we do not consummate an initial business combination by February 7, 2024, then the proceeds from the sale of the ATAK Private Placement Warrants will be part of the liquidating distribution to the Public Shareholders and the warrants held by our Sponsor will be worthless;
     
  the fact that the Sponsor and ATAK officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;
     
  the fact that the ATAK Initial Shareholders including the Sponsor (and ATAK’s officers and directors who are members of the Sponsor) can earn a positive rate of return on their investment, even if other ATAK shareholders experience a negative rate of return in New DIH;
     
  the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its affiliates to ATAK in an aggregate amount of up to $1,500,000 may be converted into ATAK Private Placement Warrants in connection with the consummation of the Business Combination (though no such convertible working capital loans are currently outstanding);
     
  the fact that, from February 2023 to November 2023, ATAK issued unsecured promissory notes to the Sponsor, with an aggregate principal amount equal to $2,290,000 (the “Extension and Working Capital Notes”), for the purpose of making extension payments, repaying the Sponsor or any other person with respect to funds loaned to the Company for the purpose of paying Extension Payments, and providing ATAK with additional working capital. For more information on the Extension and Working Capital Notes, see sections entitled “Information About ATAK - Extension and Working Capital Notes;
     
  the fact that the Sponsor and ATAK’s officers and directors will lose their entire investment in ATAK and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by February 7, 2024. The Sponsor and ATAK’s officers and directors have an aggregate investment in ATAK of $57,659,317 comprised of (i) the 5,050,000 Founder Shares, (ii) 6,470,000 ATAK Private Placement Warrants and (iii) Extension and Working Capital Notes. Assuming a trading price of $10.95 per Class A Ordinary Share and $0.011 per ATAK public warrant (based upon the closing price of the Class A Ordinary Shares and ATAK public warrants on Nasdaq on November 6, 2023), the 5,050,000 Founder Shares and 6,470,000 ATAK Private Placement Warrants would have an implied aggregate market value of $55,369,317. The aggregate principal amount of the Extension and Working Capital Notes is $2,290,000. Other than as disclosed elsewhere in this proxy statement/prospectus, there are no loans extended, fees due or outstanding out-of-pocket expenses for which the Sponsor and ATAK’s officers and directors are awaiting reimbursement;

     
  the fact that if the Trust Account is liquidated, including in the event ATAK is unable to complete an initial business combination within the required time period, Sponsor has agreed to indemnify ATAK to ensure that the proceeds in the Trust Account are not reduced below $10.00 per ATAK Class A Ordinary Share, or such lesser per ATAK Class A Ordinary Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which ATAK has entered into an acquisition agreement or claims of any third party for services rendered or products sold to ATAK, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and
     
  the fact that ATAK may be entitled to distribute or pay over funds held by ATAK outside the Trust Account to Sponsor or any of its affiliates prior to the Closing.

 

Certain Other Interests in the Business Combination

 

In addition to the interests of ATAK’s directors and officers in the Business Combination, shareholders should be aware that Maxim has financial interests that are different from, or in addition to, the interests of our shareholders.

 

Maxim was the sole underwriter in the ATAK IPO, and, upon consummation of the Business Combination, Maxim is entitled to $7.1 million of deferred underwriting commission. Maxim has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event ATAK does not complete an initial business combination within 24 months of the closing of the ATAK IPO (as such date has been and may be further extended by approval of the ATAK shareholders). Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and ATAK is therefore required to be liquidated, the underwriter of the ATAK IPO, will not receive any of the deferred underwriting commission and such funds will be returned to ATAK’s Public Shareholders upon its liquidation.

 

As described further below, Maxim is also providing certain services to DIH in connection with the Business Combination and will receive compensation in connection therewith. Maxim’s receipt of the deferred underwriting commission of $7.1 million is not dependent on its provision of such services but instead is only conditioned on the completion of an initial business combination within 24 months of the closing of the ATAK IPO (as such date has been and may be further extended by approval of the ATAK shareholders).

 

 

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Pursuant to an amended letter agreement between DIH and Maxim, DIH will pay a success fee to Maxim at the closing of the Business Combination equal to $1.0 million, plus 2.8% of the $250 million enterprise value ascribed to DIH, assuming no net debt outstanding at the closing of the Business Combination. Based on this, Maxim will be entitled to a success fee of $8.0 million, of which $1.0 million will be paid in cash and $7.0 million will be paid from shares of New DIH Class A Common Stock issuable to the DIH stockholders at the closing of the Business Combination.

 

In addition, under the terms of Maxim’s engagement, DIH agreed to reimburse Maxim for its reasonable out-of-pocket expenses, including the fees and disbursements of its outside attorneys, and to indemnify Maxim and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to its respective engagements.

 

Maxim therefore has an interest in ATAK completing a business combination that will result in the payment of the deferred underwriting commission to Maxim as the underwriter of the ATAK IPO of $7.1 million and the payment of financial advisory fees of $8 million, which total $15.1 million. In considering approval of the Business Combination, our shareholders should consider the different roles of Maxim in light of the deferred underwriting commission Maxim is entitled to receive if the Business Combination is consummated within 18 months of the closing of the ATAK IPO (or such later date as may be approved by ATAK’s shareholders).

 

Sources and Uses of Funds for the Business Combination

 

The following table summarizes the sources and uses for funding the Business Combination, assuming (i) none of the Class A Ordinary Shares held by the Public Shareholders are redeemed in connection with the Business Combination (after giving effect to the Extension Amendments Redemptions) (ii) 50% of the Class A Ordinary Shares held by the Public Shareholders are redeemed in connection with the Business Combination and (iii) all of the outstanding Class A Ordinary Shares are redeemed in connection with the Business Combination. Where actual amounts are not known or knowable, the figures below represent ATAK’s good faith estimate of such amounts. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

 

(in millions)  Assuming No Redemptions   Assuming 50% Redemptions   Assuming Maximum Redemptions 
Existing Equity Rollover  $250.0   $250.0   $250.0 
Cash and Cash Equivalents Held in Trust Account (1)   57.9    57.9    57.9 
Total Sources  $307.9   $307.9   $307.9 
Uses               
Existing Equity Rollover  $250.0   $250.0   $250.0 
Shareholder Redemptions   -    28.9    57.9 
Cash to DIH Balance Sheet   39.8    10.8    - 
Estimated Transaction Expenses (2)   18.1    18.1    - 
Total Uses  $307.9   $307.9   $307.9 

 

(1)As of November 6, 2023.
(2)For each scenario, the $7.0 million equity fee portion of the Maxim success fee is excluded because it will be paid from shares of New DIH Class A Common Stock. Under the maximum redemption scenario, estimated transaction expenses are reclassified from cash to accrued expenses and other current liabilities therefore these expenses are excluded from the maximum redemption scenario.

 

Certain Material United States Federal Income Tax Considerations

 

As discussed more fully under “Certain Material United States Federal Income Tax Considerations,” the Domestication generally should qualify as an F Reorganization. However, ATAK has not requested, and does not intend to request, a ruling from the IRS as to the U.S. federal income tax consequences of the Domestication. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a contrary position. Accordingly, each U.S. Holder of our securities is urged to consult its tax advisor with respect to the particular tax consequences of the Domestication to such U.S. Holder. If the Domestication qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in “Certain Material United States Federal Income Tax Considerations — U.S. Holders” below) will be subject to Section 367(b) of the Code and, as a result of the Domestication, as well as the “passive foreign investment company,” or PFIC, rules of the Code (discussed in the section entitled “Certain Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations” below).

 

Furthermore, even if the Domestication qualifies as an F Reorganization, a U.S. Holder of Class A Ordinary Shares or ATAK Public Warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Class A Ordinary Shares or ATAK Public Warrants under the PFIC rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging ATAK Public Warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of New DIH received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding Class A Ordinary Shares or ATAK Public Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because ATAK is a blank check company with no current active business, ATAK takes the position that it is classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of Class A Ordinary Shares or ATAK Public Warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of New DIH pursuant to the Domestication, unless, in the case of only common stock, such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Class A Ordinary Shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s public warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of ATAK. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Certain Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.

 

Anticipated Accounting Treatment of the Business Combination

 

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ATAK will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of DIH issuing stock for the net assets of ATAK accompanied by a recapitalization. The net assets of DIH will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of DIH. See the section entitled “Proposal 1 – The Business Combination Proposal” for additional information.

 

Regulatory Matters

 

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder (the “HSR Act”) and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless certain specified information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is not subject to these requirements.

 

Private parties may seek to take legal action under the antitrust laws under certain circumstances. ATAK cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, ATAK cannot assure you as to its result.

 

Neither of ATAK and DIH are aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

 

 

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Summary Risk Factors

 

In evaluating the Business Combination and the Proposals to be considered and voted on at the Shareholder Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 44 of this proxy statement/prospectus. Some of these risks are summarized below. References in the summary under the subheadings to “we,” “us,” “our,” and “DIH” generally refer to DIH in the present tense or New DIH from and after the Business Combination.

 

Risks Related to Our Business and Our Industry

 

  We are substantially dependent on the commercial success of our current key product lines.
     
  We rely on sales from certain key products and markets, any disruptions to those products or markets due to change of market environment, regulatory requirements, or personal and sales practices, could generate adverse effects to our sales and business performance.
     
  Global, regional, and local economic weakness and uncertainty could adversely affect our demand for our products and services and our business and financial performance.
     
  War, geopolitical factors, and foreign exchange fluctuations could adverse effect the performance of our business.
     
  We may not have sufficient funds to meet certain future operating needs or capital requirements, which could impair our efforts to develop and commercialize existing and new products, and as a result, we may in the future consider one or more capital-raising transactions, including future equity or debt financings, strategic transactions, or borrowings which may also dilute our shareholders.
     
  The market for robotics and VR-enabled smart rehabilitation systems, are in the early growth stage, and important assumptions about the potential market for our current and future products may not be realized.
     
  Currently, most of our products are purchased by customers as capital equipment, funded by our customers’ own capital budgets, government grants, or charitable organizations’ donations. There is a risk that such grants or donations may not be secured timely or at all or capital budgets reduced; which could adversely impact our sales forecasts.
     
  If we are unable to train customers on the safe and appropriate use of our products, we may be unable to achieve our expected growth.
     
  If customers misuse our products, we may become subject to prohibitions on the sale or marketing of our products, significant fines, penalties, sanctions, or product liability claims, and our image and reputation within the industry and marketplace could be harmed.
     
  If we are unable to educate clinicians on the safe, effective and appropriate use of our products, we may experience increased claims of product liability and may be unable to achieve our expected growth.

 

 

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  As an emerging leader in a fragmented industry, we need time and efforts to develop talent, expertise, competencies, process and infrastructure; if we lose key employees or fail to replicate and leverage our sales, marketing, and training infrastructure, our growth would suffer adverse effects.
     
  The health benefits of our products have not yet been substantiated by long-term large randomized clinical data, which could limit sales of such products.
     
  For certain of our products, we rely on sole source third parties to manufacture and supply certain raw materials. If these manufacturers are unable to supply these raw materials or products in a timely manner, or at all, we may be unable to meet customer demand, which would have a material adverse effect on our business.
     
  We utilize independent distributors who are free to market other products that compete with our products for sales.
     
  We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, business acquisitions or partnerships with third parties that may not result in the development of commercially viable products, the generation of significant future revenue, or consistent realization of deal economics.

 

Risks Related to Government Regulation

 

  We are subject to extensive and dynamic medical device regulation, which may impede or hinder the approval or sale of our products and, in some cases, may ultimately result in an inability to obtain approval of certain products or may result in the recall or seizure of previously approved products.
     
  Due to the fact that more than 95% of our revenue comes from health-regulated medical device products, if we do not obtain or maintain necessary regulatory clearances or approvals, or if clearances or approvals for future medical products or modifications to existing medical products are delayed or not issued, our commercial operations and sales targets would be adversely affected.
     
  We may be subject to adverse medical device reporting obligations, voluntary corrective actions or agency enforcement actions.
     
  Legislative or regulatory healthcare reforms in the United States and other countries may make it more difficult and costly for us to obtain regulatory clearance or approval of any future product candidates and to produce, market, and distribute our products after clearance or approval is obtained.
     
  United States and foreign privacy and data protection laws and regulations may impose additional liabilities on us.
     
  Changes in law or regulation could make it more difficult and costly for DIH and its subsidiaries to manufacture, market and distribute its products or obtain or maintain regulatory approval of new or modified products.
     
  We may fail to comply with regulations of the United States and foreign regulatory agencies which could delay, or prevent entirely, and the commercialization of our products.
     
  If we fail to obtain or maintain the necessary ISO 13485 certification or the certification according to (EU) 2017/745 (MDR), our commercial operations in the EU and some other countries will be harmed.
     
  Modifications to our products may require re-registration, new 510(k) clearances or premarket approvals, or may require us to renew existing registrations in non-European Union countries.
     
  The innovative development of our products may lead to the application of new laws, regulations, standards, etc. not considered until now.

 

 

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Risks Related to Our Intellectual Property and Information Technology

 

  We depend on computer and information systems we do not own or control and failures in our systems or a cybersecurity attack or breach of our IT systems or technology could significantly disrupt our business operations or result in sensitive information being compromised which would adversely affect our reputation and/or results of operations.
     
  Our success depends in part on our ability to obtain and maintain protection for the intellectual property relating to or incorporated into our products.
     
  We are not able to protect our intellectual property rights in all countries.
     
  We may be subject to patent infringement claims, especially for products acquired through acquisitions, which could result in substantial costs and liability and prevent us from commercializing such acquired products.

 

Risks Related to Ownership of New DIH Class A Common Stock

 

  Future sales of a substantial number of shares of New DIH Class A Common Stock by us or our large stockholders, certain of whom may have registration rights, or dilutive exercises of a substantial number of warrants by our warrant holders could adversely affect the market price of our Class A Common Stock.
     
  Future grants of shares of New DIH Class A Common Stock under our equity incentive plan to our employees, non-employee directors and consultants, or sales by these individuals in the public market, could result in substantial dilution, thus decreasing the value of your investment in New DIH Class A Common Stok. In addition, stockholders will experience dilution upon the exercise of outstanding warrants.
     
  We will be an emerging growth company and a “smaller reporting company” and the reduced reporting requirements applicable to such companies may make our New DIH Class A Common Stock less attractive to investors.
     
  The price of our Class A Common Stock may be volatile, and you may lose all or part of your investment.

 

General Risks

 

  Exchange rate fluctuations between the U.S. dollar, the Euro and the Swiss Franc may negatively affect our revenue and earnings.
     
  We are highly dependent on the knowledge and skills of our global leadership team, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
     
  DIH’s management team has limited experience managing a public company.

 

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

The questions and answers below highlight selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Shareholder Meeting and the proposals to be presented at the Shareholder Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to ATAK shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein.

 

Q: Why am I receiving this proxy statement/prospectus?
   
A: ATAK is proposing to consummate a business combination with DIH. ATAK, ATAK Merger Sub and DIH have entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. You are being asked to consider and vote on the Business Combination. The Business Combination Agreement, among other things, provides for the Domestication and the Merger of ATAK Merger Sub with and into DIH, with DIH being the surviving company and continuing as a direct, wholly-owned subsidiary of ATAK. ATAK will hold the Shareholder Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. See the section entitled “Proposal No. 1 – The Business Combination Proposal” of this proxy statement/prospectus for additional information. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to care-fully read this proxy statement/prospectus and the Business Combination Agreement in their entirety.

 

ATAK is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their ATAK Ordinary Shares with respect to the matters to be considered at the Shareholder Meeting. The Business Combination cannot be completed unless ATAK’s shareholders approve the Condition Precedent Proposals set forth in this proxy statement/prospectus. Information about the Shareholder Meeting, the Business Combination and the other business to be considered by shareholders at the Shareholder Meeting is contained in this proxy statement/prospectus.

 

This document constitutes a proxy statement and a prospectus of ATAK. It is a proxy statement because the ATAK Board is soliciting proxies from its shareholders using this proxy statement/prospectus. It is a prospectus because ATAK, in connection with the Business Combination, is offering shares of New DIH Class A Common Stock in exchange for the ATAK Ordinary Shares and certain of the shares of DIH Common Stock outstanding as of the relevant times as described in this proxy statement/prospectus. See the section entitled “Proposal No. 1 – The Business Combination Proposal - The Business Combination Agreement - Consideration to be Received in the Business Combination” of this proxy statement/prospectus for additional information.

 

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

 

Q: Why is ATAK proposing the Business Combination?
   
A: ATAK is a blank check company incorporated as a Cayman Islands exempted company on August 6, 2021. ATAK was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

 

The ATAK IPO was completed on February 9, 2022. A total of $204,020,000 was placed in the Trust Account. On February 6, 2023, holders of an aggregate of 14,529,877 Class A Ordinary Shares elected to redeem their shares for cash, in connection with an extraordinary general meeting of ATAK shareholders held on February 3, 2023 to, among other things, extend the date by which ATAK has to consummate the business combination (the “First Extension Amendment Redemptions”). On July 27, 2023, holders of an aggregate of 362,831 Class A Ordinary Shares elected to redeem their shares for cash, in connection with an extraordinary general meeting of ATAK shareholders held on July 27, 2023 to, among other things, further extend the date by which ATAK has to consummate the business combination (the “Second Extension Amendment Redemptions” and together with the First Extension Amendment Redemptions, the “Extension Amendments Redemptions”). Following the Extension Amendments Redemptions, a total of approximately $56.7 million remains in the Trust Account as of July 27, 2023. Since the ATAK IPO, ATAK’s activity has been limited to the evaluation of business combination candidates.

 

DIH Holding US, Inc., a Nevada corporation, is a global solution provider in blending innovative robotic and virtual reality (“VR”) technologies with clinical integration and insights. Built through the mergers of global-leading niche technologies providers including HOCOMA, a Switzerland-based global leader in robotics for rehabilitation, and MOTEK, a Netherlands-based global leader in sophisticated VR-enabled movement platform powered by real-time integration. DIH is positioning itself as a transformative total smart solutions provider and consolidator in a largely fragmented and manual-labor-driven industry. Based on its due diligence investigations of DIH and the industry in which it operates, including the financial and other information provided by DIH in the course of their negotiations in connection with the Business Combination Agreement, ATAK believes that DIH aligns well with the objectives laid out in its investment thesis.

 

21

 

See “Proposal No. 1 – The Business Combination Proposal – Interests of Certain Persons in the Business Combination” and “Proposal No. 1 – The Business Combination Proposal – The ATAK Board’s Reasons for the Approval of the Business Combination.”

 

Q: What will DIH equity holders receive in return for the acquisition of DIH by ATAK?
   
A: Pursuant to the Business Combination Agreement, the aggregate consideration payable or issuable by ATAK in exchange for all of the outstanding equity interests of DIH is $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. For further details, see the section titled “Proposal No. 1 – The Business Combination Proposal – The Business Combination Agreement – Consideration to be Received in the Business Combination.”

 

Q: Did the ATAK Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
   
A:

Yes. Although the Existing Governance Documents do not require the ATAK Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target is affiliated with the Sponsor or ATAK’s directors or officers, on February 24, 2022, at a meeting of the ATAK Board held to evaluate the Business Combination, Newbridge delivered to the ATAK Board an oral opinion, which was confirmed by delivery of a written opinion, dated February 26, 2022 (the “Newbridge Opinion”), to the effect that, as of the date of the Newbridge Opinion and based on and subject to various assumptions and limitations described in its written opinion, the merger consideration (as such term is used in this section, the “Merger Consideration”) to be paid to the stockholders of DIH is fair, from a financial point of view, to ATAK’s shareholders.

 

For more information about our decision-making process, see the section entitled “Proposal No. 1 – The Business Combination Proposal – Opinion of ATAK’s Financial Advisor.”

 

See also 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” for a further discussion of these considerations.

 

Q: What equity stake will current ATAK shareholders and DIH shareholders hold in New DIH immediately after the consummation of the Business Combination?
   
A: As of the date of this proxy statement/prospectus (and after giving effect to the Extension Amendments Redemptions), there are (i) 5,610,292 Class A Ordinary Shares issued and outstanding and (ii) 5,050,000 Class B Ordinary Shares issued and outstanding. In addition, as of the date of this proxy statement/prospectus, there are outstanding 6,470,000 ATAK Private Placement Warrants held by the Sponsor and 20,200,000 ATAK Public Warrants. Each two warrants entitles the holder thereof to purchase one Class A Ordinary Share and, following the Domestication, will entitle the holder thereof to purchase one share of New DIH Class A Common Stock. There are also 20,200,000 ATAK Rights outstanding with each Right entitling the holder to one-tenth of one Class A Ordinary Share. Each ten Rights will convert into one share of New DIH Class A Common Stock. Therefore, as of the date of this proxy statement/prospectus (assuming that none of the Class A Ordinary Shares are redeemed in connection with the Business Combination), ATAK’s fully-diluted share capital (after giving effect to the exercise of all of the ATAK Private Placement Warrants and all of the ATAK Public Warrants and the conversion of the Rights) would be 26,015,292 ATAK Ordinary Shares.

 

The following table illustrates varying ownership levels in New DIH Class A Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Public Shareholders and the following additional assumptions: (i) 25,700,000 shares of New DIH Class A Common Stock are issued to the DIH shareholders at Closing (including 700,000 shares to Maxim as partial payment of its financial advisory fee) in both a no redemption scenario and a maximum redemption scenario (including earn-out shares); (ii) no New DIH Public Warrants or New DIH Private Placement Warrants issued in connection with the Business Combination to purchase New DIH Class A Common Stock that will be outstanding immediately following Closing have been exercised; and 2,020,000 shares of New DIH Class A Common Stock have been issued in exchange for the ATAK Rights.

 

22

 

Based on these assumptions, and assuming that no outstanding Class A Ordinary Shares are redeemed in connection with the Business Combination, there would be approximately 38,380,292 shares of New DIH Class A Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New DIH will be different.

 

For example, there are currently outstanding an aggregate of 26,670,000 ATAK Warrants to acquire our Class A Ordinary Shares, which are comprised of 6,470,000 ATAK Private Placement Warrants and 20,200,000 ATAK Public Warrants sold as part of the ATAK Public Units sold in the ATAK IPO. Each outstanding ATAK Warrant would be exercisable as a New DIH Warrant commencing 30 days following the Closing for one-half of one share of New DIH Class A Common Stock. If we assume that each outstanding warrant is exercised and one share of New DIH Class A Common Stock is issued for every two warrants as a result of such exercise, with payment to New DIH of the exercise price of $11.50 per warrant for one half of one share, our fully-diluted share capital would increase by a total of 13,335,000 shares, with $11.50 per share paid to New DIH to exercise the warrants.

 

   Share Ownership in New DIH 
   No Redemptions(1)  

Maximum

Redemptions(2)

 
ATAK Public Shareholders   7,327,292    

2,020,000

 
ATAK Founder Shareholders   5,050,000    5,050,0000 
Existing DIH Equity Holders   25,700,000    25,700,000 
ATAK Representative   

303,000

    

303,000

 
Total Shares at Close   

38,380,292

    

33,073,000

 

 

(1) Assumes that no Class A Ordinary Shares are redeemed by Public Shareholders (after giving effect to the Extension Amendments Redemptions).
(2) Assumes that approximately 5,307,292 Class A Ordinary Shares outstanding are redeemed for an aggregate payment of approximately $57.9 million (based on the estimated per share redemption price of approximately $10.91 per share as of November 6, 2023) from the Trust Account.

 

The numbers of shares set forth above have been presented for illustrative purposes only and do not necessarily reflect what New DIH’s share ownership will be after the Closing. For more information about the consideration to be received in the Business Combination, these scenarios and the underlying assumptions, see “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 1-The Business Combination Proposal-The Business Combination Agreement-Consideration to be Received in the Business Combination.”

 

Q. What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
   
A. Our Public Shareholders are not required to vote “AGAINST” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

 

If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any ATAK Public Warrants or ATAK Rights that it may hold. Assuming that all 5,307,292 Class A Ordinary Shares held by Public Shareholders were redeemed, the public warrant holders will retain the 20,200,000 ATAK Public Warrants (including the ATAK Public Warrants retained by Public Shareholders who exercised their redemption rights in connection with the Extension Articles Amendment). The outstanding ATAK Public Warrants (which will become New DIH Public Warrants following the Closing) would have a value of approximately $0.011 per warrant based on the closing price of the ATAK Public Warrants on the Nasdaq on November 6, 2023. If a substantial number of, but not all, Public Shareholders exercise their redemption rights, and the holders of the 20,200,000 New DIH Public Warrants choose to exercise their Public Warrants, any non-redeeming shareholders would experience dilution after the Business Combination to the extent such warrants are exercised. In addition, upon the Closing, the outstanding ATAK Rights will convert into 2,020,000 shares of New DIH Class A Common Stock regardless of whether the holder has chosen to redeem its shares.

 

23

 

Additionally, as a result of redemptions, the trading market for the New DIH Class A Common Stock may be less liquid than the market for the Class A Ordinary Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New DIH’s business will be reduced.

 

The below sensitivity table shows the potential impact of redemptions on the pro forma book value per share of the shares owned by non-redeeming shareholders in a no redemptions scenario, a 50% redemptions scenario, and a maximum redemptions scenario. The second sensitivity table below also sets forth (x) the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario, and (y) the third table shows the effective deferred underwriting fee percentage incurred in connection with the ATAK IPO in each redemption scenario.

 

  

Assuming No

Redemptions(1)

  

Assuming 50%

Redemptions(2)

  

Assuming Maximum

Redemptions(3)

 
Shareholders 

Ownership in

shares

   Equity %  

Ownership in

shares

   Equity %  

Ownership in

shares

   Equity % 
DIH Shareholders(4)   25,700,000    67%   25,700,000    72%   25,700,000    78%
ATAK Public Shareholders(5)   7,327,292    19%   4,673,646    13%   2,020,000    6%
ATAK Founder Shareholders(6)   5,050,000    13%   5,050,000    14%   5,050,000    15%
ATAK Representative   303,000    1%   303,000    1%   303,000    1%
Total Shares Outstanding Excluding “Additional Dilution Sources”   38,380,292    100%   35,726,646    100%   33,073,000    100%
Total Pro Forma Equity Value Post-Redemptions(7)   383,802,920         357,266,460         330,730,000      
Pro Forma Book Value Per Share  $10.00        $10.00        $10.00      

 

The following table summarizes additional potential sources of dilution:

 

  

Assuming No

Redemptions(1)

  

Assuming 50%

Redemptions(2)

  

Assuming Maximum

Redemptions(3)

 
Additional Dilution Sources(8) 

Ownership in

shares

   Equity %(9)  

Ownership in

shares

   Equity %(9)  

Ownership in

shares

   Equity %(9) 
New DIH Public Warrants   10,100,000    17%   10,100,000    18%   10,100,000    19%
New DIH Private Placement Warrants   3,235,000    6%   3,235,000    6%   3,235,000    6%
Earnout Shares   6,000,000    10%   6,000,000    11   6,000,000    11%
Total Additional Dilution Sources   19,335,000    34%   19,335,000    35%   19,335,000    37%
Total Shares, Fully Diluted   57,715,292    100   55,061,646    100%   52,408,000    100%
Pro Forma Book Value Per Share, Fully Diluted  $6.65        $6.49        $6.31      

 

24

 

  

Assuming No

Redemption(1)

  

Assuming 50%

Redemption(2)

  

Assuming Maximum

Redemption(3)

 
Deferred Discount  Amount ($)  

% of Gross

IPO

Proceeds

remaining

in Trust

Account(10)

   Amount ($)  

% of Gross

IPO

Proceeds

remaining

in Trust

Account(10)

   Amount ($)  

% of Gross

IPO

Proceeds

remaining

in Trust

Account(10)

 
Effective Deferred Discount  $7.1 million    12.3%  $7.1 million    24.5%  $7.1 million    N/A%

 

(1) This scenario assumes that no Class A Ordinary Shares are redeemed by the Public Shareholders (after giving effect to the Extension Amendments Redemptions; amounts may not sum due to rounding.
(2) Assumes that approximately 2,653,646 Class A Ordinary Shares outstanding are redeemed for an aggregate payment of approximately $29 million (based on the estimated per share redemption price of approximately $10.91 per share as of November 6, 2023) from the Trust Account.
(3)

Assumes that approximately 5,307,292 Class A Ordinary Shares outstanding are redeemed for an aggregate payment of approximately $57.9 million (based on the estimated per share redemption price of approximately $10.91 per share as of November 6, 2023) from the Trust Account.

(4) Includes 700,000 shares of New DIH Class A Common Stock to be issued to Maxim pursuant to financial advisory fees prior to the Closing.
(5) Includes 2,020,000 shares of New DIH Class A Common Stock to be issued pursuant to the Public Rights
(6) Includes 5,050,000 shares held by the ATAK Founder Shareholders originally acquired prior to or in connection with the ATAK IPO.
(7) Pro forma equity value shown at $10.00 per share in the no redemptions scenario, the 50% redemptions scenario and the maximum redemptions scenario.
(8) Calculated as number of shares to be outstanding at Closing assuming a $10.00 value
(9) Analysis does not account for exercise price to be paid in connection with the exercise of warrants.
(10) Reflects balance of the Trust Account as of November 6, 2023 of $57.9 million in the no redemption scenario and pro forma balance of $29 million in the 50% redemption scenario and $0 in the maximum redemption scenario.

 

Q: Why is ATAK proposing the Domestication?

 

A: The ATAK Board believes that it would be in the best interest of ATAK and the continuing company to effect a change of our domicile to Delaware. The ATAK Board believes that Delaware provides a recognized body of corporate law that will facilitate corporate governance by the officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures ATAK is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to corporate legal affairs. For more information, see “Proposal No. 2 – The Domestication Proposal – Reasons for the Domestication.”

 

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

 

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for the purpose of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Domestication Proposal as a matter of Cayman Islands law.

 

25

 

Q: How will the Domestication affect my ordinary shares, warrants, rights and units?
   
A: In connection with the Domestication, on the Closing Date and prior to the Effective Time, (i) all of the then issued and outstanding ATAK Ordinary Shares will be converted into shares of New DIH Class A Common Stock on a one-for-one basis, (ii) each issued and outstanding warrant exercisable for one Class A Ordinary Share will be converted into a warrant exercisable for one-half of one share of New DIH Class A Common Stock at an exercise price of $11.50 per whole share on the terms and conditions set forth in the ATAK Warrant Agreement, (iii) each issued and outstanding Right to receive one-tenth of one ATAK Class A Ordinary Share will be converted into one Right to receive one-tenth of one share of New DIH Class A Common Stock, and (iv) each issued and outstanding ATAK Public Unit that has not been previously separated into the underlying Class A Ordinary Share, underlying ATAK Public Warrant and underlying ATAK Right will be separated and will entitle the holder thereof to the component securities. See “Proposal No. 2Domestication Proposal.”

 

Q: What interests do the ATAK Initial Shareholders, our current officers, directors and advisors, and DIH’s current owners have in the Business Combination?

 

A: In considering the recommendation of our board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors and officers, our advisers, and DIH’s current owners have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination.

 

These interests include, among other things:

 

  the fact that the Sponsor and ATAK’s directors and officers have agreed not to redeem any ATAK Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination and the Sponsor is obligated to vote in favor of the Business Combination;
     
  the fact that the Sponsor has irrevocably waived the anti-dilution adjustments set forth in ATAK’s organizational documents, or any other anti-dilution or similar adjustment rights to which the Sponsor may otherwise be entitled related to or arising from the Business Combination;
     
  the fact that the Sponsor paid an aggregate amount of $25,000 for the Founder Shares, which will convert into 5,050,000 shares of New DIH Class A Common Stock in accordance with the terms of ATAK’s organizational documents and such securities will have a significantly higher value at the time of the Business Combination;
     
  the fact that the Sponsor paid $6,470,000 for 6,470,000 ATAK Private Placement Warrants, each of which is exercisable commencing on the later of 12 months from the closing of the ATAK IPO and 30 days following the Closing for one Class A Ordinary Share at $11.50 per share; if we do not consummate an initial business combination by February 7, 2024, then the proceeds from the sale of the ATAK Private Placement Warrants will be part of the liquidating distribution to the Public Shareholders and the warrants held by our Sponsor will be worthless;
     
  the fact that the Sponsor and ATAK officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;
     
  the fact that the ATAK Initial Shareholders including the Sponsor (and ATAK’s officers and directors who are members of the Sponsor) can earn a positive rate of return on their investment, even if other ATAK shareholders experience a negative rate of return in New DIH;
     
  the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its affiliates to ATAK in an aggregate amount of up to $1,500,000 may be converted into ATAK Private Placement Warrants in connection with the consummation of the Business Combination (though no such convertible working capital loans are currently outstanding);
     
  the fact that, from February 2023 to November 2023, ATAK issued unsecured promissory notes to the Sponsor, with an aggregate principal amount equal to $2,290,000 (the “Extension and Working Capital Notes”), for the purpose of making extension payments, repaying the Sponsor or any other person with respect to funds loaned to the Company for the purpose of paying Extension Payments, and providing ATAK with additional working capital. For more information on the Extension and Working Capital Notes, see sections entitled “Information About ATAK - Extension and Working Capital Notes;
     
 

the fact that the Sponsor and ATAK’s officers and directors will lose their entire investment in ATAK and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by February 7, 2024. The Sponsor and ATAK’s officers and directors have an aggregate investment in ATAK of $57,659,317 comprised of (i) the 5,050,000 Founder Shares, (ii) 6,470,000 ATAK Private Placement Warrants and (iii) Extension and Working Capital Notes. Assuming a trading price of $10.95 per Class A Ordinary Share and $0.011 per ATAK public warrant (based upon the closing price of the Class A Ordinary Shares and ATAK public warrants on Nasdaq on November 6, 2023), the 5,050,000 Founder Shares and 6,470,000 ATAK Private Placement Warrants would have an implied aggregate market value of $55,369,317. The aggregate principal amount of the Extension and Working Capital Notes is $2,290,000. Other than as disclosed elsewhere in this proxy statement/prospectus, there are no loans extended, fees due or outstanding out-of-pocket expenses for which the Sponsor and ATAK’s officers and directors are awaiting reimbursement;

     
  the fact that if the Trust Account is liquidated, including in the event ATAK is unable to complete an initial business combination within the required time period, Sponsor has agreed to indemnify ATAK to ensure that the proceeds in the Trust Account are not reduced below $10.10 per ATAK Class A Ordinary Share, or such lesser per ATAK Class A Ordinary Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which ATAK has entered into an acquisition agreement or claims of any third party for services rendered or products sold to ATAK, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and
     
  the fact that ATAK may be entitled to distribute or pay over funds held by ATAK outside the Trust Account to Sponsor or any of its affiliates prior to the Closing.

 

The ATAK Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for ATAK’s IPO and are disclosed in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by New DIH with any other target business or businesses, and (iii) the Sponsor will hold equity interests in New DIH with value that, after the Closing, will be based on the future performance of New DIH Class A Common Stock. In addition, ATAK’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the ATAK Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

 

Based on its review of the forgoing considerations, the ATAK Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects the ATAK shareholders will receive as a result of the Business Combination. The ATAK Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

 

For more information about the factors the ATAK Board considered in evaluating and recommending the Business Combination to the ATAK shareholders, see sections entitled “Proposal No. 1 – The Business Combination Proposal – The ATAK Board’s Reasons for the Approval of the Business Combination”, “Proposal No. 1 – The Business Combination Proposal – Interests of Certain Persons in the Business Combination” and “Proposal No. 1 – The Business Combination Proposal – Conflicts of Interest and Waiver of Corporate Opportunity Doctrine.

 

Sponsor Group Beneficial Ownership of ATAK Prior to Closing

 

  

Securities held by

Sponsor Group

  

Sponsor Cost at ATAK’s

Initial Public Offering

 
Class A Ordinary Shares   -    - 
Founder Shares   5,050,000   $25,000 
ATAK Private Placement Warrants   6,470,000   $6,470,000 
Total       $6,495,000 

 

26

 

Sponsor Group Beneficial Ownership of New DIH Following the Closing

 

  

Securities held

by Sponsor

Group at Closing

  

Value per

Security as of

November 6, 2023

  

Sponsor Group

Cost at Closing

  

Total

Value

 
New DIH Class A Common Stock Issued to Holders of Founder Shares   5,050,000   $10.95         -   $55,297,500 
New DIH Private Placement Warrants   6,470,000   $0.011    -   $71,817 
Total            $-   $55,369,317 

 

In addition, the Sponsor, ATAK’s executive officers and directors, and any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on ATAK’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. ATAK’s audit committee reviews on a quarterly basis all payments that were made to the Sponsor, ATAK’s executive officers or directors, or ATAK’s or their affiliates. Any such payments prior to an initial business combination are made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, ATAK does not have any additional controls in place governing ATAK’s reimbursement payments to ATAK’s directors and executive officers for their out-of-pocket expenses incurred in connection with ATAK’s activities on ATAK’s behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, is paid by ATAK to the Sponsor, ATAK’s executive officers and directors, or any of their respective affiliates, prior to completion of its initial business combination. As of the date of this proxy statement/prospectus, no out-of-pocket expenses have been incurred and remain outstanding by ATAK’s executive officers and directors. See “Proposal No. 1 – The Business Combination-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” for a more detailed discussion of how the ATAK Initial Shareholders and ATAK’s other current officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of the Public Shareholders generally.

 

Such interests may influence the ATAK Board in making its recommendation that you vote in favor of the approval of the Business Combination.

 

Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
   
A: As of November 6, 2023, there were investments and cash held in the Trust Account of approximately $57.92 million. These funds will not be released until the earlier of the completion of our initial business combination or the redemption of our Class A Ordinary Shares if we are unable to complete an initial business combination by February 7, 2024, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.
   
Q: What conditions must be satisfied to complete the Business Combination?
   
A: The Closing is subject to certain customary conditions, including, among other things: (i) approval by ATAK’s shareholders of the Business Combination Agreement, the Business Combination and certain other actions related thereto; (ii) approval by DIH’s stockholders of the Business Combination Agreement, the Business Combination and certain other actions related thereto; (iii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (iv) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part and no stop order in connection therewith; (v) the absence of any material adverse effect that is continuing with respect to DIH or ATAK, between the date of the Merger Agreement and the date of the Closing; (vi) the shares of the New DIH Class A Common Stock to be issued in connection with the Business Combination having been approved for listing by the Nasdaq Stock Market LLC subject only to official notice of issuance thereof; (vii) the accuracy of representation and warranties made by the parties subject to the materiality and other standards set forth in the Business Combination Agreement; and (viii) the exchange of certain specified closing documents.

 

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Q: What happens if the Business Combination is not consummated?
   
A: ATAK will not complete the Business Combination unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If we 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), we will cease all operations except for the purpose of winding up and redeeming our Class A Ordinary Shares and liquidating the Trust Account, in which case our Public Shareholders may only receive their pro rata portion of the Trust Account (which, for illustrative purposes, was approximately $10.91 per share as of November 6, 2023), and the ATAK Warrants and ATAK Rights will expire worthless.
   
Q: When do you expect the Business Combination to be completed?
   
A: It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Shareholder Meeting, which is set for December 4, 2023; however, (i) such meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the Shareholder Meeting and we elect to adjourn the Shareholder Meeting to a later date or dates to permit further solicitation and votes 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 any of the Proposals, and (ii) the Closing will not occur until all conditions set forth in the Business Combination Agreement are satisfied or waived. For a description of the conditions for the completion of the Business Combination, see “Proposal No. 1 – The Business Combination Proposal – The Business Combination Agreement – Conditions to the Closing of the Business Combination.”

 

Q: What proposals are shareholders being asked to vote upon?
     
A: At the Shareholder Meeting, ATAK shareholders will be asked to consider and vote upon the following proposals:

 

  1. the Business Combination Proposal;
  2. the Domestication Proposal;
  3. the Governing Documents Proposal;
  4. the Advisory Governing Documents Proposals;
  5. the Listing Proposal;
  6. the Stock Incentive Plan Proposal;
  7. the Director Election Proposal; and
  8. the Adjournment Proposal.

 

ATAK will hold the Shareholder Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Shareholder Meeting. Shareholders should read it carefully.

 

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination will not be consummated.

 

For more information, please see “Proposal No. 1 – The Business Combination Proposal,” “Proposal No. 2 – The Domestication Proposal,” “Proposal No. 3 – The Governing Documents Proposal,” “Proposal No. 4 – The Advisory Governing Documents Proposals,” “Proposal No. 5 – The Listing Proposal,” “Proposal No. 6 – The Stock Incentive Plan Proposal,” “Proposal No. 7 – The Director Election Proposal” and “Proposal No. 8 – The Adjournment Proposal.”

 

After careful consideration, the ATAK Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, each of the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal are in the best interests of ATAK and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

 

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of ATAK and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. 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,” “Risk Factors,” “Certain Relationships and Related Person Transactions,” “Executive and Director Compensation – Director Compensation” and “Beneficial Ownership of Securities” for a further discussion of these considerations.

 

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THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

 

Q: Are the proposals conditioned on one another?
   
A: The Closing is conditioned upon the approval of the Condition Precedent Proposals. 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. The Adjournment Proposal are not conditioned upon the approval of any other proposal.

 

It is important for you to note that in the event that any of the Condition Precedent Proposals do not receive the requisite vote for approval, then ATAK will not consummate the Business Combination.

 

If ATAK does not consummate the Business Combination and fails to complete an initial business combination by February 7, 2024, ATAK will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such Trust Account to its Public Shareholders, unless a further extension is approved by shareholders.

 

Q: Do I have redemption rights?
   
A: If you are a holder of Class A Ordinary Shares, you have the right to request that ATAK redeem all or a portion of your Class A Ordinary Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of such Public Shareholder’s Class A Ordinary Shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the Class A Ordinary Shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question, “How do I exercise my redemption rights?

 

Notwithstanding the foregoing, a holder of Class A Ordinary Shares, 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 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 ATAK Initial Shareholders entered into the Sponsor Support Letter Agreement, pursuant to which they have agreed, for no consideration, to waive their redemption rights with respect to their Founder Shares and Class A Ordinary Shares in connection with the completion of a business combination.

 

The consummation of the Business Combination is conditioned upon, among other things, approval by ATAK’s shareholders of the Condition Precedent Proposals. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated.

 

Q: How do I exercise my redemption rights?
   
A: If you are a holder of Class A Ordinary Shares and wish to exercise your right to redeem your Class A Ordinary Shares, you must:
   
(i) (a) hold Class A Ordinary Shares or (b) hold Class A Ordinary Shares through ATAK Public Units and elect to separate your units into the underlying Class A Ordinary Shares and ATAK Public Warrants prior to exercising your redemption rights with respect to the Class A Ordinary Shares; and
   
(ii) prior to 5:00 p.m., Eastern Time, on November 30, 2023 (two business days prior to the vote at the Shareholder Meeting) (a) submit a written request to the Transfer Agent that ATAK redeem your Class A Ordinary Shares for cash and (b) deliver your Class A Ordinary Shares to the Transfer Agent, physically or electronically through DTC.

 

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The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

 

Holders of ATAK Public Units must elect to separate the underlying Class A Ordinary Shares and ATAK Public Warrants and ATAK Rights prior to exercising redemption rights with respect to the Class A Ordinary Shares. If holders hold their ATAK Public Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the ATAK Public Units into the underlying Class A Ordinary Shares, ATAK Public Warrants and ATAK Rights, or if a holder holds ATAK Public Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

 

Any holder of Class A Ordinary Shares will be entitled to request that their Class A Ordinary Shares be redeemed for a 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 (net of taxes payable), divided by the number of then-outstanding Class A Ordinary Shares. As of November 6, 2023, this would have amounted to approximately $10.91 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. We anticipate that the funds to be distributed to Public Shareholders electing to redeem their Class A Ordinary Shares will be distributed promptly after the consummation of the Business Combination.

 

Any request for redemption, once made by a holder of Class A Ordinary Shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the Transfer Agent and later decide prior to Closing not to elect redemption, you may request that ATAK instruct the Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

 

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with our consent, prior to Closing. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on November 30, 2023 (two business days prior to the date of the Shareholder Meeting).

 

If a holder of Class A Ordinary Shares properly makes a request for redemption and the Class A Ordinary Shares are delivered as described above, then, if the Business Combination is consummated, New DIH will redeem Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If you are a holder of Class A Ordinary Shares and you exercise your redemption rights, it will not result in the loss of any ATAK Public Warrants or Rights that you may hold.

 

Q: Will how I vote on the Business Combination proposal affect my ability to exercise redemption rights?
   
A: No. You may exercise your redemption rights irrespective of whether you vote your Class A Ordinary Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their Class A Ordinary Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of or Nasdaq.

 

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Q: If I am a holder of units, can I exercise redemption rights with respect to my units?
   
A: No. Holders of outstanding ATAK Public Units must elect to separate the units into the underlying Class A Ordinary Shares, ATAK Public Warrants and ATAK Rights prior to exercising redemption rights with respect to the Class A Ordinary Shares. If you hold your ATAK Public Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Class A Ordinary Shares, ATAK Public Warrants and ATAK Rights, or if you hold ATAK Public Units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. If you fail to cause your Class A Ordinary Shares to be separated and delivered to the Transfer Agent by 5:00 p.m., Eastern Time, on November 30, 2023 (two business days prior to the date of the Shareholder Meeting), you will not be able to exercise your redemption rights with respect to your Class A Ordinary Shares.
   
Q: What are the U.S. federal income tax consequences of the Domestication?
   
A:

As discussed more fully under “Certain Material United States Federal Income Tax Considerations,” the Domestication generally should qualify as an F Reorganization. However, ATAK has not requested, and does not intend to request, a ruling from the IRS as to the U.S. federal income tax consequences of the Domestication. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a contrary position. Accordingly, each U.S. Holder of our securities is urged to consult its tax advisor with respect to the particular tax consequences of the Domestication to such U.S. Holder. If the Domestication qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in “Certain Material United States Federal Income Tax Considerations — U.S. Holders” below) will be subject to Section 367(b) of the Code and, as a result of the Domestication, as well as the “passive foreign investment company,” or PFIC, rules of the Code (discussed in the section entitled “Certain Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations” below).

 

Furthermore, even if the Domestication qualifies as an F Reorganization, a U.S. Holder of Class A Ordinary Shares or public warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Class A Ordinary Shares or ATAK Public Warrants under the PFIC rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging ATAK Public Warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess, if any, of the fair market value of the common stock or warrants of New DIH received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding Class A Ordinary Shares or ATAK public warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because ATAK is a blank check company with no current active business, ATAK takes the position that it is classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of Class A Ordinary Shares or ATAK public warrants to recognize gain on the exchange of such shares or warrants for common stock or warrants of New DIH pursuant to the Domestication, unless, in the case of only common stock, such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Class A Ordinary Shares. A U.S. Holder cannot currently make the aforementioned elections with respect to such U.S. Holder’s ATAK Public Warrants. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of ATAK. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Certain Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.

 

For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Certain Material United States Federal Income Tax Considerations.

 

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?
   
A: We expect that a U.S. Holder that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares, which, subject to the application of the “passive foreign investment company,” or PFIC, rules of the Code (discussed in the section entitled “Certain Material United States Federal Income Tax ConsiderationsU.S. HoldersPFIC Considerations”), would result in the recognition of capital gain or loss, which will generally be long-term capital gain or loss if the U.S. Holder’s holding period for such redeemed Public Shares exceeds one year at the time of the redemption. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that such U.S. Holder owns or is deemed to own (including through the ownership of ATAK Public Warrants) prior to and following the redemption.
   
Q: Do I have appraisal rights in connection with the proposed Business Combination?
   
A: No. Neither our shareholders nor our warrant holders have appraisal rights in connection with the Domestication under the Cayman Islands Companies Act or in connection with the Business Combination under the DGCL.
   
Q: What do I need to do now?
   
A: ATAK urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of ATAK. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q: How do I vote?
   
A: If you were a holder of record of ATAK Ordinary Shares on November 6, 2023, the record date for the Shareholder Meeting, you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 10:00 a.m., Eastern Time, on December 1, 2023.

 

Voting Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting https://www.cstproxy.com/auroraspac/egm2023 and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

 

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Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
   
A: If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to ATAK or by voting online at the Shareholder Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

 

Under the rules of the Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Shareholder Meeting are “non-routine” matters and therefore, ATAK does not expect there to be any broker non-votes at the Shareholder Meeting.

 

If you are an ATAK shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Stock Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the Shareholder Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

 

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

 

Q: When and where will the Shareholder Meeting be held?
   
A: The Shareholder Meeting 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.

 

Q: How do I attend the virtual Shareholder Meeting?
   
A: If you are a registered shareholder, you will receive a proxy card from the Transfer Agent. The form contains instructions on how to attend the virtual Shareholder Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent via email at proxy@continentalstock.com.

 

You can pre-register to attend the virtual Shareholder Meeting starting November 29, 2023 at 9:00 a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/auroraspac/egm2023, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.

 

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

 

If you do not have access to Internet, you can listen only to the meeting by dialing 1 800-450-7155 (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the conference ID: 5838034#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

 

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Q: Who is entitled to vote at the Shareholder Meeting?
   
A: ATAK has fixed November 6, 2023 as the record date for the Shareholder Meeting. If you were a shareholder of ATAK at the close of business on the Record Date, you are entitled to vote on matters that come before the Shareholder Meeting. However, a shareholder may only vote his or her shares if he or she is present in person (which would include presence at the virtual Shareholder Meeting) or is represented by proxy at the Shareholder Meeting.
   
Q: How many votes do I have?
   
A: Our shareholders are entitled to one vote at the Shareholder Meeting for each ATAK Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date, there were outstanding 10,660,292 ATAK Ordinary Shares, of which 5,610,292 were Class A Ordinary Shares. Under the terms of the Existing Governing Documents, only the holders of Class B Ordinary Shares are entitled to vote on the election of directors to the ATAK Board.
   
Q: What constitutes a quorum?
   
A: A quorum of our shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, of shareholders holding a majority of the ATAK Ordinary Shares entitled to vote at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The ATAK Initial Shareholders, own approximately 47% of the issued and outstanding ATAK Ordinary Shares as of the Record Date. As a result, as of the Record Date, in addition to the shares of the ATAK Initial Shareholders, 280,146 additional ATAK Ordinary Shares, held by Public Shareholders would be required to be present at the Shareholder Meeting to achieve a quorum. Because all of the proposals to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so ATAK does not expect there to be any broker non-votes at the Shareholder Meeting. In the absence of a quorum, the chairman of the Shareholder Meeting has power to adjourn the Shareholder Meeting.

 

Q: What vote is required to approve each proposal at the Shareholder Meeting?
   
A: The following votes are required for each proposal at the Shareholder Meeting:
   
Business Combination Proposal: The approval of the Business Combination 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
Governing Documents Proposal: The approval of the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
Advisory Governing Documents Proposals: The approval of each of the Advisory Governing Documents Proposals 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Each of the Advisory Governing Documents Proposals will be voted upon on a non-binding advisory basis only.
Listing Proposal: The approval of the Listing 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
Stock Incentive Plan Proposal: The approval of the Stock Incentive Plan 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
Director Election Proposal: The approval of the Director Election 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
Adjournment Proposal: The approval of 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 ATAK Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

 

 

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Q: What are the recommendations of the Board?
   
A: The Board believes that the Business Combination Proposal and the other proposals to be presented at the Shareholder Meeting are in the best interests of ATAK’s shareholders and unanimously recommends that our shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Governing Documents Proposal, “FOR” each of the Advisory Governing Documents Proposals, “FOR” the Listing Proposal, “FOR” the Stock Incentive Plan Proposal, “FOR” each of the director nominees set forth in the Director Election Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Shareholder Meeting.

 

The existence of financial and personal interests of ATAK’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of ATAK and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by February 7, 2024 and shareholders do not approve an extension of this deadline, we may be forced to liquidate, and the 5,050,000 Founder Shares owned by the Sponsor Holders and 6,470,000 ATAK Private Placement Warrants owned by our Sponsor, of which our directors and officers are members, would be worthless. 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,” “Risk Factors,” “Certain Relationships and Related Person Transactions,” “Executive and Director Compensation – Director Compensation” and “Beneficial Ownership of Securities” for more information.

 

Q: How do the ATAK Initial Shareholders intend to vote their shares?
   
A: Pursuant to the terms of the Sponsor Support Letter Agreement, the ATAK Initial Shareholders have agreed to vote their Founder Shares and any Class A Ordinary Shares purchased by them, in favor of the Business Combination Proposal and all of the other proposals. As of the date of this proxy statement/prospectus, the ATAK Initial Shareholders own an aggregate of 5,050,000 ATAK Ordinary Shares, which in the aggregate represents approximately 47% of our total outstanding shares on the date of this proxy statement/prospectus.
   
Q: May our Sponsor and the other ATAK Initial Shareholders purchase Class A Ordinary Shares or ATAK Public Warrants prior to the Shareholder Meeting?
   
A: At any time prior to the Shareholder Meeting, during a period when they are not then aware of any material nonpublic information regarding ATAK or our securities, ATAK’s Initial Shareholders, DIH and/or their respective affiliates may purchase shares from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of ATAK Ordinary Shares. In such transactions, the purchase price for the Class A Ordinary Shares will not exceed the redemption price. In addition, the persons described above will waive redemption rights, if any, with respect to the Class A Ordinary Shares they acquire in such transactions. In addition, any Class A Ordinary Shares acquired by the persons described above would not be voted in connection with the Business Combination Proposal.

 

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

 

34

 

Entering into any such incentive arrangements may have a depressive effect on the Class A Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Shareholder Meeting.

 

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. ATAK will file a Current Report on Form 8-K prior to the Shareholder Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Class A Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Class A Ordinary Shares for which ATAK has received redemption requests.

 

Q: What happens if I sell my Class A Ordinary Shares before the Shareholder Meeting?
   
A: The Record Date for the Shareholder Meeting is earlier than the date of the Shareholder Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Class A Ordinary Shares after the Record Date, but before the Shareholder Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Shareholder Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).
   
Q: How has the announcement of the Business Combination affected the trading price of ATAK’s Class A Ordinary Shares, ATAK Public Units, ATAK Public Warrants and the Rights?
   
A: On February 24, 2023, the last trading date before the public announcement of the Business Combination, the Class A Ordinary Shares, ATAK Public Warrants, ATAK Public Units and the ATAK Rights closed at $10.32, $0.017, $10.37 and $0.1052, respectively. On November 6, 2023, the trading date immediately prior to the date of this proxy statement/prospectus, the Class A Ordinary Shares, ATAK Public Warrants, ATAK Public Units, and the ATAK Rights were priced at $10.95, $0.011, $11.00 and $0.101, respectively.
   
Q: May I change my vote after I have mailed my signed proxy card?
   
A: Yes. Shareholders may send a later-dated, signed proxy card to ATAK at 4 Embarcadero Center, Suite 1449, San Francisco, California 94105 so that it is received by ATAK prior to the vote at the Shareholder Meeting (which is scheduled to take place on December 4, 2023) or attend the Shareholder Meeting in person (which would include presence at the virtual Shareholder Meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to ATAK’s Secretary, which must be received by ATAK’s Secretary prior to the vote at the Shareholder Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
   
Q: What happens if I fail to take any action with respect to the Shareholder Meeting?
   
A: If you fail to take any action with respect to the Shareholder Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of New DIH. If you fail to take any action with respect to the Shareholder Meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of ATAK. However, if you fail to take any action with respect to the Shareholder Meeting, you will nonetheless be able to elect to redeem your Class A Ordinary Shares in connection with the Business Combination, provided you follow the instructions in this proxy statement for redeeming your shares.

 

Q: What should I do with my stock certificates, warrant certificates and/or unit certificates?
   
A: Shareholders who exercise their redemption rights must deliver their stock certificates to the Transfer Agent (either physically or electronically) prior to 5:00 p.m., Eastern Time, on November 30, 2023 (two business days prior to the date of the Shareholder Meeting). ATAK warrant holders should not submit the certificates relating to their ATAK Warrants. Public Shareholders who do not elect to have their Class A Ordinary Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Class A Ordinary Shares.

 

Upon effectiveness of the Business Combination, holders of ATAK Ordinary Shares, ATAK Public Warrants and Rights will receive New DIH Class A Common Stock and New DIH Public Warrants without needing to take any action and accordingly such holders do not need to submit the certificates relating to their ATAK Ordinary Shares and warrants. In addition, before the Closing, each outstanding ATAK Public Unit will be separated into its component Class A Ordinary Share, one ATAK Public Warrant and one ATAK Right. Each holder of ATAK Rights in increments of 10 will receive one share of New DIH Class A Common Stock for each 10 ATAK Rights. No fractional shares of New DIH Class A Common Stock will be issued and Rights representing less than one share will expire worthless.

 

35

 

Q: What should I do if I receive more than one set of voting materials?
   
A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ATAK Ordinary Shares.
   
Q: Who can help answer my questions?
   
A: If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

 

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor,

New York, New York 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720

Shareholders and All Others Call Toll-Free: (855) 208-8903

email: info@okapipartners.com

 

You also may obtain additional information about ATAK from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to deliver your Class A Ordinary Shares (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on November 30, 2023 (two business days prior to the date of the Shareholder Meeting). If you have questions regarding the certification of your position or delivery of your stock, please contact:

 

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

E-mail: proxy@continentalstock.com

 

36

 

SUMMARY HISTORICAL FINANCIAL INFORMATION OF ATAK

 

The following tables contain summary historical financial data for ATAK. ATAK’s statement of operations data for the three months and six months ended June 30, 2023 and balance sheet data as of June 30, 2023, are derived from ATAK’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Such data as of December 31, 2022 and 2021, and for the year ended December 31, 2022 and for the period from August 6, 2021 (inception) through December 31, 2021 has been derived from the audited financial statements of ATAK included elsewhere in this proxy statement/prospectus.

 

The information below is only a summary and should be read in conjunction with ATAK’s financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ATAK.” ATAK’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

 

   For the Three   For the Three   For the Six   For the Six 
   Months Ended   Months Ended   Months Ended   Months Ended 
   June 30, 2023   June 30, 2022   June 30, 2023   June 30, 2022 
Formation and Operating expense  $837,555   $193,673   $2,389,231   $991,071 
Loss from operations   (837,555)   (193,673)   (2,389,231)   (991,071)
                     
Other income:                    
Change in fair value of warrant liability   291,180    1,139,452    212,600    4,776,047 
Gain on extinguishment of over-allotment liability               258,440 
Dividend income on marketable securities held in Trust Account   697,219    253,141    1,966,104    253,141 
Other income, net   988,399    1,392,593    2,178,704    5,287,628 
Net income (loss)  $150,844   $1,198,920   $(210,527)  $4,296,557 
                     
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption   5,670,123    20,200,000    8,800,870    15,847,514 
                     
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption  $0.01   $0.05   $(0.01)  $0.20 
                     
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares   5,353,000    5,353,000    5,353,000    5,276,939 
                     
Basic and diluted net loss per share, non-redeemable ordinary shares  $0.01   $0.05   $(0.01)  $0.20 

 

       As of 
Condensed Balance Sheet Data  June 30, 2023   December 31, 2022   December 31, 2021 
Total assets  $60,289,664   $207,355,603   $372,775 
Total liabilities  $10,563,299   $8,096,578   $357,738 
Class A ordinary shares subject to possible redemption; $0.0001 par value; 500,000,000 shares authorized; 5,670,123, 20,200,000 and no shares issued and outstanding subject to possible redemption at June 30, 2023, December 31, 2022 and December 31, 2021, at redemption values of $10.62, $10.24 and $0 per share, respectively  $

60,198,874

  $206,879,903   $ 
Class A ordinary shares; $0.0001 par value; 500,000,000 shares authorized; 303,000, 303,000 and no shares issued and outstanding (excluding 5,670,123, 20,200,000 and no shares subject to possible redemption) at June 30, 2023, December 31, 2022 and December 31, 2021, respectively  $

30

   $30   $ 
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,050,000, 5,050,000 and 5,750,000 shares issued and outstanding at June 30, 2023, December 31, 2022 and December 31, 2021, respectively  $

505

   $505   $575 
Total Shareholders’ (Deficit) Equity  $(10,472,509)  $(7,620,878)  $15,037 

 

37

 

SUMMARY HISTORICAL COMBINED FINANCIAL INFORMATION OF DIH

 

The selected historical combined statements of operations data of DIH for the years ended March 31, 2023 and 2022 and the historical combined balance sheet data as of March 31, 2023 and 2022 are derived from DIH’s audited combined financial statements included elsewhere in this proxy statement/prospectus. The selected historical combined statements of operations data of DIH for the three months ended June 30, 2023 and 2022 and the historical combined balance sheet data as of June 30, 2022 are derived from DIH’s unaudited interim condensed combined financial statements included elsewhere in this proxy statement/prospectus.

 

You should read the following selected combined historical financial data together with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of DIH” and DIH’s financial statements and related notes included elsewhere in this proxy statement/prospectus. DIH’s historical results are not necessarily indicative of the results that may be expected in the future and DIH’s results for the three months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the full year ended March 31, 2024 or any other period.

 

   Three Months Ended   Year Ended 
(Amounts in thousands)  June 30, 2023   June 30, 2022   March 31, 2023   March 31, 2022 
Revenue  $13,174   $7,870   $54,998   $49,038 
Cost of sales   6,892    3,333    20,456    24,264 
Gross profit   6,282    4,537    34,542    24,774 
Operating expenses:                    
Selling, general, and administrative expense   6,693    5,966    26,415    27,276 
Research and development   1,788    2,190    8,345    7,956 
Total operating expenses   8,481    8,156    34,760    35,232 
Operating loss   (2,199)   (3,619)   (218)   (10,458)
Other income (expense):                    
Interest expense   (232)   (212)   (780)   (517)
Other income (expense), net   (705)   501    667    (382)
Total other income (expense)   (937)   289    (113)   (899)
Loss before income taxes   (3,136)   (3,330)   (331)   (11,357)
Income tax expense   226    628    2,030    696 
Net loss  $(3,362)  $(3,958)  $(2,361)  $(12,053)

 

   As of June 30,   As of March 31, 
(Amounts in thousands)  2023   2023   2022 
Balance sheet data:               
Total assets  $29,706   $37,434   $34,021 
Total liabilities   62,464    66,488    60,443 
Total deficit   (32,758)   (29,054)   (26,422)

 

38

 

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” to give effect to the Business Combination and related transactions (collectively, the “Transactions”).

 

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ATAK will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of DIH issuing stock for the net assets of ATAK, accompanied by a recapitalization. The net assets of DIH will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of DIH.

 

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of ATAK and the historical financial statements of DIH, as adjusted to give effect to the Transactions. The fiscal year-end of DIH, which is March 31, has been conformed to the fiscal year-end of ATAK, which is December 31, for purposes of presenting the unaudited pro forma condensed combined financial information, pursuant to Rule 11-02(c)(3) of Regulation S-X, given the most recent fiscal years differed by more than 93 days. Following the consummation of the Business Combination, New DIH will have a March 31 fiscal year-end. The unaudited pro forma condensed combined balance sheet gives pro forma effect to the Transactions as if they had been consummated on June 30, 2023. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 and for the year ended December 31, 2022 gives pro forma effect to the Transactions as if they had been consummated on January 1, 2022. The selected unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the selected unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. ATAK and DIH have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

 

This information should be read together with ATAK’s and DIH’s historical financial statements and related notes, “Unaudited Pro Forma Condensed Combined Financial Information,” “DIH’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “ATAK’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

 

39

 

   Unaudited Pro Forma 
   Assuming No Redemptions, 50% Redemptions and Maximum Redemptions Scenario 
   Six Months Ended
June 30,
2023
   Year Ended
December 31,
2022
 
   (in thousands, except share and per share amounts) 
Combined Statement of Operations data:        
Revenue  $35,004   $48,048 
Cost of sales   12,363    25,393 
Total operating expenses   21,403    37,727 
Net income (loss)  $(1,200)  $(20,150)
Net loss per share – Assuming No Redemptions:          
Weighted average shares outstanding of Class A Common stock – basic and diluted   38,380,292    38,380,292 
Net loss per Class A Common Stock – basic and diluted  $(0.03)  $(0.53)
Net loss per share – Assuming 50% Redemptions:          
Weighted average shares outstanding of Class A Common stock – basic and diluted   35,726,646    35,726,646 
Net loss per Class A Common Stock – basic and diluted  $(0.03)  $(0.56)
Net loss per share – Assuming Maximum Redemptions:          
Weighted average shares outstanding of Class A Common stock – basic and diluted   33,073,000    33,073,000 
Net loss per Class A Common Stock – basic and diluted  $(0.04)  $(0.61)

 

   As of June 30, 2023 
   Assuming No Redemptions Scenario   Assuming 50% Redemptions Scenario   Assuming Maximum Redemptions Scenario 
   (in thousands) 
Combined Balance Sheet data:               
Total assets  $69,010   $40,848   $28,285 
Total liabilities  $61,305   $61,305   $76,904 
Total stockholders’ equity (deficit)  $7,705   $(20,457)  $(48,619)

 

40

 

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA

PER SHARE FINANCIAL INFORMATION

 

The following table sets forth the historical per share information of ATAK and DIH, on a standalone basis, and the unaudited pro forma condensed combined per share information after giving effect to the Business Combination and related transactions (collectively, the “Transactions”), assuming no redemptions, 50% redemptions and maximum redemptions, for the six months ended June 30, 2023, and for the year ended December 31, 2022. The pro forma net income (loss) per common share data for the six months ended June 30, 2023, and for the year ended December 31, 2022 is presented as if the Transactions occurred on January 1, 2022. The pro forma book value per share information is presented as if the Transactions occurred on June 30, 2023. The information provided in the table below is unaudited.

 

The historical per share information of ATAK was derived from the unaudited financial statements as of and for the six months ended June 30, 2023 and the audited financial statements as of and for the year ended December 31, 2022, included elsewhere in this proxy statement/prospectus. The historical statement of operations of DIH used in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 was derived by adding the results from the unaudited combined statement of operations for the year ended March 31, 2023 to the results from the audited combined statement of operations for the three months ended June 30, 2023 and removing the results from the unaudited combined statement of operations for the nine months ended December 31, 2022. The historical statement of operations of DIH used in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 was derived by adding the results from the unaudited combined statement of operations for the nine months ended December 31, 2022 to the results from the audited combined statement of operations for the year ended March 31, 2022 and removing the results from the unaudited combined statement of operations for the nine months ended December 31, 2021. This information should be read together with the audited financial statements and related notes, the unaudited interim financial statements and related notes, the section titled “Unaudited Pro Forma Condensed Combined Financial Information” of this proxy statement/prospectus and other financial information included elsewhere in this proxy statement/prospectus.

 

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience.

 

41

 

    Historical     Pro Forma Combined (3)  
    ATAK     DIH (2)     Assuming No Redemptions     Assuming 50% Redemptions     Assuming Maximum Redemptions  
                               
As of and for the six months ended June 30, 2023                                        
Net income per Class A ordinary share subject to possible redemption – basic and diluted   $ (0.01 )   $ N/A     $ N/A     $ N/A     $ N/A  
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption – basic and diluted    

8,800,870

      N/A       N/A       N/A       N/A  
Net income per non-redeemable ordinary share – basic and diluted   $ (0.01 )   $ N/A     $ N/A     $ N/A     $ N/A  
Weighted average shares outstanding of non-redeemable ordinary shares – basic and diluted    

5,353,000

      N/A       N/A       N/A       N/A  
Net income (loss) per Class A Common Stock – basic and diluted   $ N/A     $ N/A     $

(0.03
)   $ (0.03 )   $ (0.04 )
Weighted average shares outstanding of Class A Common stock – basic and diluted     N/A       N/A       38,380,292       35,726,646       33,073,000  
Book value per share (1)   $ (0.74 )   $ N/A     $ 0.20     $ (0.57 )   $ (1.47 )
As of and for the year ended December 31, 2022                                        
Net income per Class A ordinary share subject to possible redemption – basic and diluted   $

0.28

    $ N/A     $ N/A     $ N/A     $ N/A  
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption – basic and diluted    

18,041,644

      N/A       N/A       N/A       N/A  
Net income per non-redeemable ordinary share – basic and diluted   $

0.28

    $ N/A     $ N/A     $ N/A     $ N/A  
Weighted average shares outstanding of non-redeemable ordinary shares – basic and diluted    

5,315,282

      N/A       N/A       N/A       N/A  
Net loss per Class A Common Stock – basic and diluted   $ N/A     $ N/A     $ (0.53 )   $ (0.56 )   $ (0.61 )
Weighted average shares outstanding of Class A Common stock – basic and diluted     N/A       N/A       38,380,292       35,726,646       33,073,000  
Book value per share (1)   $ (0.33 )   $ N/A     $ 0.22     $ (0.57 )   $ (1.48 )

 

(1)Book value per share is computed as shareholders’ equity divided by outstanding shares.
   
(2)DIH’s historical combined financial statements have been prepared on a “carve-out basis,” and therefore historical EPS information for DIH is not presented.
   
(3)Basic and diluted net income (loss) per Class A Common Stock and book value per share in these columns are computed on a pro forma combined basis assuming no redemptions (after giving effect to the Extension Amendments Redemptions), 50% redemptions or maximum redemptions. See section titled “Unaudited Pro Forma Condensed Combined Financial Information” of this proxy statement/prospectus for calculation of basic and diluted pro forma net income (loss) per Class A Common Stock, pro forma common shares outstanding, and pro forma shareholders’ equity.

 

42

 

TICKER SYMBOLS AND DIVIDEND INFORMATION

 

ATAK

 

Units, Common Stock, Warrants and Rights

 

The ATAK Public Units, Class A Ordinary Shares, ATAK Public Warrants and ATAK Rights are currently listed on the Nasdaq under the symbols “ATAKU,” “ATAK,” “ATAKW” and “ATAKR,” respectively. The ATAK Public Units will automatically separate into their component securities upon consummation of the Domestication and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “Aurora Technology Acquisition Corp.” to “DIH Holding US, Inc.” We intend to apply for listing, to be effective at the time of the Business Combination, of the New DIH Class A Common Stock and the New DIH Public Warrants on the Nasdaq under the proposed symbols “DHAI” and “DHAIW.”

 

Holders

 

ATAK’s Board has fixed the close of business on November 6, 2023 as the record date for determining the Shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of the Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

 

Dividend Policy

 

ATAK has not paid any cash dividends on the ATAK Ordinary Shares to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New DIH’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the New DIH Board at such time.

 

DIH

 

There is no public market for DIH’s equity securities.

 

43

 

RISK FACTORS

 

You should carefully consider all of the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

 

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, the Company’s business, financial condition and results of operations. If any of the events described below occur, the Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of ATAK and DIH.

 

Throughout this section, references to the “Company” refer to the Company and its consolidated subsidiaries subsequent to the Business Combination as the context so requires.

 

For the purposes of this section, “we,” “us” and “our” refers, as applicable, to DIH prior to the Business Combination and to the Company subsequent to the Business Combination.

 

Risks Related to Our Business and Our Industry

 

We are substantially dependent on the commercial success of our current key product lines

 

Our success is substantially dependent on our ability to continue to generate and grow revenue from the sales of our current key product lines, LokoMat, Aemeo, C-Mill and CAREN/Grail, which represent more than 90% of our revenue, which will depend on many factors including, but not limited to, our ability to:

 

  develop and execute our sales and marketing strategies and maintain and manage the necessary sales, marketing and other capabilities and infrastructure that are required to successfully commercialize our products;
     
  achieve, maintain and grow market acceptance of, and demand for our current products;
     
  establish or demonstrate in the medical community the safety and efficacy of our rehabilitation products and their potential advantages over in comparison to, existing competing products and devices and products currently in development;
     
  offer our products at competitive prices as compared to alternative options, and our ability to achieve a suitable profit margin from the sales of our products;
     
  comply with applicable legal and regulatory requirements, including medical device compliance;
     
  maintain our distribution and supply arrangements with third parties; and
     
  enforce our intellectual property rights related to current and future products, if any.

 

If we do not achieve one or more of these factors, many of which are beyond our control, in a timely manner or at all, we may not be able to continue to generate and grow revenue from the sales of our current products, which may materially impact the success of our business.

 

We rely on sales from certain key products and markets, any disruptions to those products or markets due to change of market environment, regulatory requirements, or personal and sales practices, could generate adverse effects to our sales and business performance.

 

One of our key product lines, LokoMat accounts for more than 45% of our revenue; our other key products, Aemeo, C-Mill and CAREN/Grail collectively account for 55% of our revenues. In addition, more than 85% of our revenue is concentrated in the Americas and Europe, Middle East and Africa (“EMEA”), with remaining in Asia Pacific (“APAC”). Any disruptions to those key products and/or markets due to changes in market conditions, regulatory requirements, or personal and sales practices, could generate adverse effects to our sales and business performance.

 

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Global, regional, and local economic weakness and uncertainty could adversely affect our demand for our products and services and our business and financial performance.

 

Our business and financial performance depends on worldwide economic conditions and the demand for our products and services in the markets in which we compete. Ongoing economic weakness, including an economic slowdown or recession, uncertainty in markets throughout the world and other adverse economic conditions, including inflation, changes in monetary policy and increased interest rates, may result in decreased demand for our products and services and increased expenses and difficulty in managing inventory levels and accurately forecasting revenue, gross margin, cash flows and expenses.

 

Prolonged or more severe economic weakness and uncertainty could also cause our expenses to vary materially from our expectations. Any financial turmoil affecting the banking system and financial markets or any significant financial services institution failures could negatively impact our treasury operations, as the financial condition of such parties may deteriorate rapidly and without notice.

 

The COVID-19 pandemic has adversely affected and may continue to materially and adversely impact our business, our operations, and our financial results.

 

The impact of the COVID-19 pandemic resulted in significant disruptions to the global economy and supply chains, as well as our business. A significant number of our global suppliers, vendors, distributors, and manufacturing facilities are located in regions that were affected by the pandemic. Those operations were materially adversely affected by restrictive government and private enterprise measures implemented in response to the pandemic, which in turn, negatively impacted our operations. Shut-downs and other limitations imposed in response to the COVID-19 pandemic adversely affected our ability to develop market, close new orders, and ship and install products to recognize revenue, and train our customers effective to ensure value realization.

 

While most of the COVID-19 related restrictions have been lifted, new and occasionally more virulent variants of the virus that causes COVID-19, have sometimes emerged and there can be no assurance that any such outbreaks will not result in future partial or total shutdowns, which would adversely affect our business. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, the extent to which COVID-19 could continue to impact our business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted.

 

War, geopolitical factors, and foreign exchange fluctuations could adverse effect the performance of our business.

 

Due to our significant presence in Europe, and emerging needs from South East Asia and the Middle East, war or geopolitical stability in those regions could adversely affect demand and supply chain disruptions from those regions; and Foreign exchange, especially the Euro’s depreciation versus the US dollar would adversely depress our US dollar-denominated revenue and profitability We believe that an increasing percentage of our future revenue will come from international sales as we continue to expand our operations and develop opportunities in additional territories. International sales are subject to a number of additional risks, including:

 

  difficulties in staffing and managing our foreign operations;
     
  difficulties in penetrating markets in which our competitors’ products are more established;
     
  reduced protection for intellectual property rights in some countries;
     
  export restrictions, trade regulations and foreign tax laws;
     
  fluctuating foreign currency exchange rates;
     
  obtaining and maintaining foreign certification and compliance with other regulatory requirements;
     
  customs clearance and shipping delays; and
     
  political and economic instability.

 

If one or more of these risks were realized, we could be required to dedicate significant resources to remedy the situation, and if we are unsuccessful at finding a solution, our revenue may decline.

 

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We may not have sufficient funds to meet certain future operating needs or capital requirements, which could impair our efforts to develop and commercialize existing and new products, and as a result, we may in the future consider one or more capital-raising transactions, including future equity or debt financings, strategic transactions, or borrowings which may also dilute our shareholders.

 

We may need to raise additional capital to fund our growth, working capital and strategic expansion. Given the turbulent global environment and volatile capital market, we may not be able to secure such financing timely manner and with favorable terms. Any such capital raise involving the sale of equity securities would result in dilution to our shareholders. If we cannot raise the required funds, or cannot raise them on terms acceptable to us or investors, we may be forced to curtail substantially our current operations and scale down our growth plan.

 

The market for robotics and VR-enabled smart rehabilitation systems, are in the early growth stage, and important assumptions about the potential market for our current and future products may not be realized.

 

Although the market for robotics and VR-enabled “smart” rehabilitation systems has enjoyed increasing recognition from our customers, to date, the market is small. Significant market development efforts are still required to cross in order for us to enjoy accelerating growth. As such, it is difficult to predict the future size and rate of growth of the market; and we cannot assure you that our estimate regarding our current products is achievable or that our estimate regarding future products profile will remain the same. If our estimates of our current or future addressable market are incorrect, our business may not develop as we expect, and the price of our securities may suffer.

 

Currently, most of our products are purchased by customers as capital equipment, funded by our customers’ own capital budgets, government grants, or charitable organizations’ donations. There is a risk that such grants or donations may not be secured timely or at all or capital budgets reduced; which could adversely impact our sales forecasts.

 

While we have seen significant interest in our products to support our growth plan, due to limited sales and clinician application personnel that are instrumental to our efforts to convert such interest into sales orders, at any quarter we can only focus on a fraction of the total sales opportunities. Accordingly, if there are delays or disruptions to potential customers’ budgeting processes due to customers’ internal capital budget limitations, delays in funding of government grants or charitable organizations’ donations, our sales opportunities may not be realized.

 

In the future, we may develop operational leasing or vendor-enabled financing to expand our growth beyond capital budget limitations, as part of our efforts to enrich and expanding our business models. There can be no assurance that we will have adequate working capital to do so after the Business Combination.

 

If we are unable to train customers on the safe and appropriate use of our products, we may be unable to achieve our expected growth.

 

It is critical to the success of our commercialization efforts to train a sufficient number of customers and provide them with adequate instruction in the safe and appropriate use of our products. This training process may take longer than expected and may therefore affect our ability to increase sales. Following completion of training, we rely on the trained customers to advocate the benefits of our products in the marketplace. Convincing our customers to dedicate the time and energy necessary for adequate training is challenging, and we cannot assure you that we will be successful in these efforts. If we cannot attract potential new customers to our education and training programs, we may be unable to achieve our expected growth. If our customers are not properly trained, they may misuse or ineffectively use our products. This may also result in, among other things, unsatisfactory patient outcomes, patient injury, negative publicity or lawsuits against us, any of which could have an adverse effect on our business and reputation.

 

If customers misuse our products, we may become subject to prohibitions on the sale or marketing of our products, significant fines, penalties, sanctions, or product liability claims, and our image and reputation within the industry and marketplace could be harmed.

 

Our customers may also misuse our devices, or our future products or use improper techniques, potentially leading to adverse results, side effects or injury, which may lead to product liability claims. If our current or future products are misused or used with improper techniques or are determined to cause or contribute to consumer harm, we may become subject to costly litigation by our customers or their patients. Product liability claims could divert management’s attention from our core business, be expensive to defend, result in sizable damage awards against us that may not be covered by insurance and subject us to negative publicity resulting in reduced sales of our products. Furthermore, the use of our current or future products for indications other than those cleared by the FDA may not effectively treat such conditions, which could harm our reputation in the marketplace among physicians and consumers. Any of these events could harm our business and results of operations and cause our stock price to decline.

 

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If we are unable to educate clinicians on the safe, effective and appropriate use of our products, we may experience increased claims of product liability and may be unable to achieve our expected growth.

 

Certain of our products require the use of specialized techniques and/or product-specific knowledge. It is critical to the success of our business to broadly educate clinicians who use or desire to use our products in order to provide them with adequate instructions in the appropriate use of our products. It is also important that we educate our other customers and patients on the risks associated with our products. Failure to provide adequate training and education could result in, among other things, unsatisfactory patient outcomes, patient injury, negative publicity or increased product liability claims or lawsuits against us, any of which could have a material and adverse effect on our business and reputation. We make extensive educational resources available to clinicians and our other customers in an effort to ensure that they have access to current treatment methodologies, are aware of the advantages and risks of our products, and are educated regarding the safe and appropriate use of our products. However, there can be no assurance that these resources will successfully prevent all negative events and if we fail to educate clinicians, our other customers and patients, they may make decisions or form conclusions regarding our products without full knowledge of the risks and benefits or may view our products negatively. In addition, claims against us may occur even if such claims are without merit and/or no product defect is present, due to, for example, improper surgical techniques, inappropriate use of our products, or other lack of awareness regarding the safe and effective use of our products. Any of these events could harm our business and results of operations.

 

As an emerging leader in a fragmented industry, we need time and efforts to develop talent, expertise, competencies, process and infrastructure; if we lose key employees or fail to replicate and leverage our sales, marketing, and training infrastructure, our growth would suffer adverse effects.

 

A key element of our long-term business strategy is the continued leveraging of our sales, marketing, clinical training and services infrastructure, through the training, retention, and motivation of skilled sales, marketing, clinical applications training, and services representatives with industry experience and knowledge. In order to continue growing our business efficiently, we need coordinate the development of our sales, marketing, clinical training and services infrastructure with the timing of market expansion, new product launch, regulatory approvals, limited resources consideration and other factors in various geographies. Managing and maintaining our sales and marketing infrastructure is expensive and time consuming, and an inability to leverage such an organization effectively, or in coordination with regulatory or other developments, could inhibit potential sales and the penetration and adoption of our products into both existing and new markets.

 

Newly hired sales representatives require training and take time to achieve full productivity. If we fail to train new hires adequately, or if we experience high turnover in our sales force in the future, we cannot be certain that new hires will become as productive as may be necessary to maintain or increase our sales. In addition, if we are not able to retain existing and recruit new trainers to our clinical staff, we may not be able to successfully train customers on the use of our sophisticated products, which could inhibit new sales and harm our reputation. If we are unable to expand our sales, marketing, and training capabilities, we may not be able to effectively commercialize our products, or enhance the strength of our brand, which could have a material adverse effect on our operating results.

 

The health benefits of our products have not yet been substantiated by long-term large randomized clinical data, which could limit sales of such products.

 

Although there have been numerous published research studies supporting the benefits of our products and users of our products have reported encouraging health benefits of our products, currently there is no large scale, randomized clinical trial establishing the long-term health benefits of our or competitors’ products due to the relatively small size of the applicable user population, and the fragmented application practice that we are still in the early stage to change through consolidation and integration. While many of the top rehabilitation hospitals have purchased some of our products, many potential conservative customers and healthcare providers may be slower to adopt or recommend our products.

 

Our success depends largely upon consumer satisfaction with the effectiveness of our products.

 

In order to generate repeat and referral business, consumers must be satisfied with the effectiveness of our products. If consumers are not satisfied with the benefits of our products, our reputation and future sales could suffer.

 

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For certain of our products, we rely on sole source third parties to manufacture and supply certain raw materials. If these manufacturers are unable to supply these raw materials or products in a timely manner, or at all, we may be unable to meet customer demand, which would have a material adverse effect on our business.

 

We currently depend on sole source, third party manufacturers, to manufacture and supply certain raw materials and products. We cannot assure you that these manufacturers will be able to provide these raw materials, and products in quantities that are sufficient to meet demand in a timely manner, or at all, which could result in decreased revenues and loss of market share. There may be delays in the manufacturing process over which we have no control, including shortages of raw materials, labor disputes, backlogs and failure to meet FDA standards. We are aware that certain of our sole source manufacturers also rely on sole source suppliers with respect to materials used in our products. We rely on our third-party manufacturers to maintain their manufacturing facilities in compliance with applicable international, FDA and other federal, state and/or local regulations including health, safety and environmental standards. If they fail to maintain compliance with critical regulations, they could be ordered to suspend, curtail or cease operations, which would have a material adverse impact on our business. Increases in the prices we pay our manufacturers, interruptions in our supply of raw materials or products, or lapses in quality, such as failures to meet our specifications and other regulatory requirements, could materially adversely affect our business. Any manufacturing defect or error discovered after our products have been produced and distributed could result in significant consequences, including costly recall procedures and damage to our reputation. Our ability to replace an existing manufacturer may be difficult, because the number of potential manufacturers is limited. If we do undertake to negotiate terms of supply with another manufacturer or other manufacturers, our relationships with our existing manufacturers could be harmed. Any interruption in the supply of raw materials or products, or the inability to obtain these raw materials or products from alternate sources in a timely manner, could impair our ability to meet the demands of our customers, which would have a material adverse effect on our business.

 

We utilize independent distributors who are free to market other products that compete with our products for sales.

 

While we have proportionally more influence on the independent distributors we are using to cover majority of the global markets due to our limited direct sales force, considering the fact that the rehabilitation technology market is very fragmented, we generally do not sign mutual exclusive distribution agreement with distributors. Consequently, our distribution partners could indirectly compete against our interests by promoting alternative technologies to prospective customers in lieu of ours. We believe that as we assemble more and integrated offering through our consolidation and integration strategy, the influence and motivation we may impose on our distribution partners to dedicate on selling and promoting our products and solution shall increase and such kind of competition risk would be better addressed.

 

To ensure credibility and enforce the effective genesis of our distributor management, we may terminate a distributor who has not demonstrated its best efforts and/or interests in selling and promoting our products and solutions, albeit such termination may adversely affect our sales performance in the market covered by such distributor.

 

Due to the nature of market fragmentation, our product and solution offerings may not always deliver the targeted sales amount, or may take longer than expected to establish itself in customers minds, and accepted by mainstream.

 

The fragmented market reflects both opportunity for consolidation and challenges of overcoming customers’ mindsets used to using alternative approaches as well as fragmented clinical practices. Change and acceptance of new idea and solution normally happens over time and in multiple wave-shaped phases instead of a straight line progression. Consequently, our new innovative product and solution offerings may not deliver the targeted sales amount or face uncertain time periods for customers to accept due to various dynamic factors that may influence the perceptions and consensus formation among prospective customers. Consequently, such judgments and self-reinforcing efforts may cause the actual results to deviate from our planned results for a sustained period, which may have adverse effect on our performance.

 

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We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, business acquisitions or partnerships with third parties that may not result in the development of commercially viable products, the generation of significant future revenue, or consistent realization of deal economics.

 

In the ordinary course of our business, we may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, business acquisitions, partnerships or other arrangements to develop our products and to pursue new geographic or product markets. Proposing, negotiating, and implementing collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships may be a lengthy and complex process.

 

We may not identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms or at all. We have limited institutional knowledge and experience with respect to these business development activities, and we may also not realize the anticipated benefits from some of those transactions or arrangements.

 

Additionally, as we pursue these arrangements and choose to pursue other collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships in the future, we may not be in a position to exercise sole decision-making authority regarding the transaction or arrangement. This could create the potential risk of creating impasses on decisions, and our collaborators may have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals. It is possible that conflicts may arise with our collaborators. Our collaborators or any future collaborators may act in their self-interest, which may be adverse to our best interest, and they may breach their obligations to us. Disputes between us and our collaborators or any future collaborators may result in litigation or arbitration which would increase our expenses and divert the attention of our management. Further, these transactions and arrangements are contractual in nature and may be terminated or dissolved under the terms of the applicable agreements. Our collaborators or any future collaborators may allege that we have breached our agreement with them, and accordingly seek to terminate such agreement, which could adversely affect our competitive business position and harm our business prospects.

 

Furthermore, due to the fragmentation nature and the fact that most acquisition targets are at sub-optimal immature organization stage with less than $10 million in revenue, the risk of integrating such organizations and products can also be higher than acquisitions and consolidations in a mature industry. Consequently, there are risks that some of those acquisitions may fail to deliver the expected deal economics and could have adverse effect on our financial condition and business results.

 

We may not successfully integrate newly acquired product lines into our business operations or realize the benefits of our partnerships with other companies, acquisitions of complementary products or technologies or other strategic alternatives.

 

Historically we have acquired or gained the rights to our product lines through acquisitions and other strategic alternatives. As a result of these acquisitions, we have undergone substantial changes to our business and product offerings in a short period of time. Additionally, in the future, we may consider other opportunities to partner with or acquire other businesses, products or technologies that may enhance our product platform or technology, expand the breadth of our markets or customer base or advance our business strategies.

 

Although we have previously been successful in integrating such products and technologies into our business and operations, there can be no assurances that we will continue to do so in the future. If we fail to successfully integrate collaborations, assets, products or technologies, or if we fail to successfully exploit acquired product or distribution rights, our business could be harmed. Furthermore, we may have to incur debt or issue equity securities in connection with proposed collaborations or to pay for any product acquisitions or investments, the issuance of which could be dilutive to our existing shareholders. Identifying, contemplating, negotiating or completing a collaboration or product acquisition and integrating an acquired product or technology could significantly divert management and employee time and resources.

 

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Moreover, integrating new product lines with that of our own is a complex, costly and time-consuming process, which requires significant management attention and resources. The integration process may disrupt our existing operations and, if implemented ineffectively, would preclude realization of the full benefits that are expected. Our failure to meet the challenges involved in successfully integrating our acquisitions in order to realize the anticipated benefits may cause an interruption of, or a loss of momentum in, our operating activities and could adversely affect our results of operations. Potential difficulties, costs, and delays we may encounter as part of the integration process may include:

 

  distracting management from day-to-day operations;
     
  an inability to achieve synergies as planned;
     
  risks associated with the assumption of contingent or other liabilities;
     
  adverse effects on existing business relationships with suppliers or customers;
     
  inheriting and uncovering previously unknown issues, problems and costs from the acquired product lines;
     
  uncertainties associated with entering new markets in which we have limited or no experience;
     
  increased legal and accounting costs relating to the product line or compliance with regulatory matters;
     
  delays between our expenditures to acquire new products, technologies or businesses and generating net sales from those acquired products, technologies or businesses; and
     
  increased difficulties in managing our business due to increased personnel, increased data and information to analyze, and the potential addition of international locations.

 

Any one or all of these factors may increase operating costs or lower anticipated financial performance. Many of these factors are also outside of our control. In addition, even if new product lines or businesses are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings or sales or growth opportunities that we expect or within the anticipated time frame. Additional unanticipated costs may be incurred in the integration of product lines or businesses. All of these factors could decrease or delay the expected accretive effect of the transaction, and negatively impact the price of our common stock. The failure to integrate any acquired product line or business successfully would have a material adverse effect on our business, financial condition and results of operations.

 

We may pursue acquisitions, which involve a number of risks, and if we are unable to address and resolve these risks successfully, such acquisitions could harm our business.

 

We may in the future acquire businesses, products or technologies to expand our offerings and capabilities, user base and business. We have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions; however, we have limited experience completing or integrating acquisitions. Any acquisition could be material to our financial condition and results of operations and any anticipated benefits from an acquisition may never materialize. In addition, the process of integrating acquired businesses, products or technologies may create unforeseen operating difficulties and expenditures. Acquisitions in international markets would involve additional risks, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

 

The process of integrating an acquired business, product or technology can create unforeseen operating difficulties, expenditures and other challenges such as:

 

  potentially increased regulatory and compliance requirements;
     
  implementation or remediation of controls, procedures and policies at the acquired company;
     
  diversion of management time and focus from operation of its then-existing business to acquisition integration challenges;
     
  coordination of product, sales, marketing and program and systems management functions;
     
  transition of the acquired company’s users and providers onto our systems;
     
  retention of employees from the acquired company;
     
  integration of employees from the acquired company into our organization;
     
  integration of the acquired company’s accounting, information management, human resources and other administrative systems and operations into our systems and operations;
     
  liability for activities of the acquired company prior to the acquisition, including violations of law, commercial disputes and tax and other known and unknown liabilities; and
     
  litigation or other claims in connection with the acquired company, including claims brought by terminated employees, providers, former stockholders or other third parties.

 

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We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operational problems and if we were unable to address such risks successfully our business could be harmed.

 

We may have difficulty managing our growth which could limit our ability to increase sales and cash flow.

 

We anticipate experiencing significant growth in our operations and the number of our employees if our current and future products are successful. This growth will place significant demands on our management, as well as our financial and operational resources. In order to achieve our business objectives, we will need to grow our business. Continued growth would increase the challenges involved in:

 

  implementing appropriate operational and financial systems;
     
  expanding our sales and marketing infrastructure and capabilities;
     
  ensuring compliance with applicable FDA, and other regulatory requirements;
     
  providing adequate training and supervision to maintain high quality standards; and
     
  preserving our culture and values.

 

Our growth will require us to continually develop and improve our operational, financial and other internal controls. If we cannot scale and manage our business appropriately, we will not realize our projected growth and our financial results could be adversely affected.

 

Risks Related to Government Regulation

 

We are subject to extensive and dynamic medical device regulation, which may impede or hinder the approval or sale of our products and, in some cases, may ultimately result in an inability to obtain approval of certain products or may result in the recall or seizure of previously approved products.

 

Our products, marketing, sales and development activities and manufacturing processes are subject to extensive and rigorous regulation by various regulatory agencies and governing bodies. Under the US Food, Drug and Cosmetic Act (“FDC Act”), medical devices must receive FDA clearance or approval or an exemption from such clearance or approval before they can be commercially marketed in the United States. In the European Union, we are required to comply with applicable medical device directives (including the Medical Devices Directive and the European Medical Device Regulation) and obtain CE Mark (European Conformity) certification in order to market medical devices. In addition, exported devices are subject to the regulatory requirements of each country to which the device is exported. Many countries require that product approvals be renewed or recertified on a regular basis, generally every four to five years. The renewal or recertification process requires that we evaluate any device changes and any new regulations or standards relevant to the device and conduct appropriate testing to document continued compliance. Where renewal or recertification applications are required, they may need to be renewed and/or approved in order to continue selling our products in those countries. There can be no assurance that we will receive the required approvals for new products or modifications to existing products on a timely basis or that any approval will not be subsequently withdrawn or conditioned upon extensive post-market study requirements.

 

The European Union regulatory bodies finalized a new Medical Device Regulation (“MDR”) in 2017, which replaced the existing directives and provided three years for transition and compliance. The MDR changes several aspects of the existing regulatory framework, such as updating clinical data requirements and introducing new ones, such as Unique Device Identification (“UDI”). We and those who will oversee compliance to the new MDR face uncertainties as the MDR is rolled out and enforced by the Commission and EEA Competent Authorities, creating risks in several areas, including the CE Marking process and data transparency, in the upcoming years.

 

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Regulations regarding the development, manufacture and sale of medical devices are evolving and subject to future change. We cannot predict what impact, if any, those changes might have on our business. Failure to comply with regulatory requirements could have a material adverse effect on our business, financial condition and results of operations. Later discovery of previously unknown problems with a product or manufacturer could result in fines, delays or suspensions of regulatory clearances or approvals, seizures or recalls of products, physician advisories or other field actions, operating restrictions and/or criminal prosecution. We may also initiate field actions as a result of a failure to strictly comply with our internal quality policies. The failure to receive product approval clearance on a timely basis, suspensions of regulatory clearances, seizures or recalls of products, physician advisories or other field actions, or the withdrawal of product approval by regulatory authorities could have a material adverse effect on our business, financial condition or results of operations.

 

If we fail to obtain regulatory approvals in the United States or foreign jurisdictions for our products, or any future products, we will be unable to market our products in those jurisdictions.

 

In addition to regulations in the United States, we are subject to a variety of foreign regulations governing manufacturing, clinical trials, commercial sales and distribution of our future products. Whether or not we obtain FDA approval for a product, we must obtain approval of the product by the comparable regulatory authorities of foreign countries before commencing clinical trials or marketing in those countries. The approval procedures vary among countries and can involve additional clinical testing, or the time required to obtain approval may differ from that required to obtain FDA approval. Clinical trials conducted in one country may not be accepted by regulatory authorities in other countries. Approval by the FDA does not ensure approval by regulatory authorities in other countries, and approval by one or more foreign regulatory authorities does not ensure approval by regulatory authorities in other foreign countries or by the FDA. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval.

 

Due to the fact that more than 95% of our revenue comes from health-regulated medical device products, if we do not obtain or maintain necessary regulatory clearances or approvals, or if clearances or approvals for future medical products or modifications to existing medical products are delayed or not issued, our commercial operations and sales targets would be adversely affected.

 

We operate under highly regulated global health markets and must register and maintain effectiveness and compliance of such registration, with each of our medical devices with every markets’ relevant authority either directly or through our agent or distributors. Any missing or failure to comply with such registrations may disrupt any sales activities in that particular market, and result in adverse effects.

 

We may be subject to adverse medical device reporting obligations, voluntary corrective actions or agency enforcement actions.

 

The FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture of a product or in the event that a product poses an unacceptable risk to health. The FDA’s authority to require a recall must be based on an FDA finding that there is reasonable probability that the device would cause serious injury or death. Manufacturers may also, under their own initiative, recall a product if any material deficiency in a device is found or withdraw a product to improve device performance or for other reasons. The FDA requires that certain classifications of recalls be reported to the FDA within 10 working days after the recall is initiated. A government-mandated or voluntary recall by us or one of our distributors could occur as a result of a perceived or actual unacceptable risk to health, component failures, malfunctions, manufacturing errors, design or labelling defects or other deficiencies and issues. Regulatory agencies in other countries have similar authority to recall devices because of material deficiencies or defects in design or manufacture that could endanger health. Any recall would divert management attention and financial resources and could cause the price of our stock to decline, expose us to product liability or other claims and harm our reputation with customers. Such events could impair our ability to produce our products in a cost-effective and timely manner in order to meet customer demands. A recall involving our silicone gel breast implants could be particularly harmful to our business, financial and operating results. Companies are required to maintain certain records of recalls, even if they are not reportable to the FDA or similar foreign governmental authorities. We may initiate voluntary recalls involving our products in the future that we determine do not require notification of the FDA or foreign governmental authorities. If the FDA or foreign governmental authorities disagree with our determinations, they could require us to report those actions as recalls. A future recall announcement could harm our reputation with customers and negatively affect our sales. In addition, the FDA or a foreign governmental authority could take enforcement action for failing to report the recalls when they were conducted.

 

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In addition, under the FDA’s medical device reporting regulations, we are required to report to the FDA any incident in which our product may have caused or contributed to a death or serious injury or in which our product malfunctioned and, if the malfunction were to recur, would likely cause or contribute to death or serious injury. Repeated product malfunctions may result in a voluntary or involuntary product recall. We are also required to follow detailed record-keeping requirements for all self-initiated medical device corrections and removals, and to report such corrective and removal actions to the FDA if they are carried out in response to a risk to health and have not otherwise been reported under the medical device reporting regulations. Depending on the corrective action we take to address a product’s deficiencies or defects, the FDA may require, or we may decide, that we need to obtain new approvals or clearances for the device before marketing or distributing the corrected device. Seeking such approvals or clearances may delay our ability to replace the recalled devices in a timely manner. Moreover, if we do not adequately address problems associated with our devices, we may face additional regulatory enforcement action, including FDA warning letters, product seizure, injunctions, administrative penalties, or civil or criminal fines. We may also be required to bear other costs or take other actions that may have a negative impact on our sales as well as face significant adverse publicity or regulatory consequences, which could harm our business, including our ability to market our products in the future.

 

Any adverse event involving our products, whether in the United States or abroad, could result in future voluntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection, mandatory recall or other enforcement action. Any corrective action, whether voluntary or involuntary, will likely oblige us to defend ourselves in resulting lawsuits, and will require the dedication of our time and capital, distract management from operating our business and may harm our reputation and financial results.

 

Legislative or regulatory healthcare reforms in the United States and other countries may make it more difficult and costly for us to obtain regulatory clearance or approval of any future product candidates and to produce, market, and distribute our products after clearance or approval is obtained.

 

Recent political, economic and regulatory influences are subjecting the health care industry to fundamental changes. Both the federal and state governments in the United States and foreign governments continue to propose and pass new legislation and regulations designed to contain or reduce the cost of health care, improve quality of care, and expand access to healthcare, among other purposes. Such legislation and regulations may result in decreased reimbursement for medical devices and/or the procedures in which they are used, which may further exacerbate industry-wide pressure to reduce the prices charged for medical devices. This could harm our ability to market and generate sales from our products.

 

In addition, regulations and guidance are often revised or reinterpreted by governmental agencies, including the FDA, CMS, and the Department of Health and Human Services Office of the Inspector General (“OIG”) and others, in ways that may significantly affect our business and our products. Any new regulations, revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of our products.

 

In the future there may continue to be additional proposals relating to the reform of the United States. healthcare system. Certain of these proposals could limit the prices we are able to charge for our products or the amount of reimbursement available for our products, and could limit the acceptance and availability of our products, any of which could have a material adverse effect on our business, results of operations and financial condition.

 

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United States and foreign privacy and data protection laws and regulations may impose additional liabilities on us.

 

While we do not store patient data at our premises or DIH-managed data center, United States, federal and state privacy and data security laws and regulations regulate how we and our partners collect, use and share certain information. In addition to HIPAA, certain state laws govern the privacy and security of health information in certain circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation. For example, the California Consumer Privacy Act, or CCPA, went into effect January 1, 2020. The CCPA, among other things, creates new data privacy obligations for covered companies and provides new privacy rights to California residents, including the right to opt out of certain disclosures of their information. The CCPA also creates a private right of action with statutory damages for certain data breaches, thereby potentially increasing risks associated with a data breach. The CCPA was recently amended by the California Privacy Rights Act, expanding certain consumer rights such as the right to know. It remains unclear what, if any, additional modifications will be made to these laws by the California legislature or how these laws will be interpreted and enforced. The California Attorney General has issued clarifying regulations and initiating enforcement activity. The potential effects of the CCPA and CPRA are significant and may cause us to incur substantial costs and expenses to comply. The CCPA has prompted a wave of proposals for new federal and state privacy legislation, some of which may be more stringent than the CCPA, that, if passed, could increase our potential liability, increase our compliance costs, and adversely affect our business.

 

We may also be subject to or affected by foreign laws and regulations, including regulatory guidance, governing the collection, use, disclosure, security, transfer, and storage of personal data, such as information that we collect about customers and patients in connection with our operations abroad. The global legislative and regulatory landscape for privacy and data protection continues to evolve, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. This evolution may create uncertainty in our business, result in liability, or impose additional costs on us. The cost of compliance with these laws, regulations and standards is high and is likely to increase in the future.

 

For example, the European Union implemented the General Data Protection Regulation (“GDPR”) a broad data protection framework that expands the scope of European Union data protection law to include certain non-European Union entities that process the personal data of European Union residents, including clinical trial data. The GDPR increases our compliance burden with respect to data protection, including by mandating potentially burdensome documentation requirements and granting certain rights to individuals to control how we collect, use, disclose, retain and protect information about them. The processing of sensitive personal data, such as information about health conditions, leads to heightened compliance burdens under the GDPR and is a topic of active interest among European Union regulators. In addition, the GDPR provides for breach reporting requirements, more robust regulatory enforcement and fines of up to the greater of 20 million euros or 4% of annual global revenue. The GDPR increases our responsibility and liability in relation to personal data that we process, and we may be required to put in place additional mechanisms to ensure compliance with the GDPR, which could divert management’s attention and increase our cost of doing business.

 

A data security breach or other privacy violation that compromises the confidentiality, integrity or availability of the personal information of our customers, clinical trials participants, collaborators or employees could harm our reputation, compel us to comply with United States. or international breach notification laws, subject us to mandatory corrective action, and otherwise subject us to liability under United States. or foreign laws and regulations. Data breaches or other security incidents could also compromise our trade secrets or other intellectual property. If we are unable to prevent such data security breaches and security incidents or implement satisfactory remedial measures, our operations could be disrupted, and we may suffer reputational harm, financial loss or other regulatory penalties. In addition, such events can be difficult to detect, and any delay in identifying them may lead to increased harm.

 

Finally, it is possible that these privacy laws may be interpreted and applied in a manner that is inconsistent with our practices. Any failure or perceived failure by us to comply with federal, state, or foreign laws or self-regulatory organization’s rules or regulations could result in an expense or liability to us.

 

Changes in law or regulation could make it more difficult and costly for DIH and its subsidiaries to manufacture, market and distribute its products or obtain or maintain regulatory approval of new or modified products.

 

The experience with the transition to the EU MDR showed how complex, time-consuming and expensive a change in Medical Device Legislation can be. Progression on innovations and new products could be significantly delayed during the work on compliance with new legislations.

 

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We may fail to comply with regulations of the United States and foreign regulatory agencies which could delay, or prevent entirely, and the commercialization of our products.

 

Given the non-invasive and lower risk nature of rehabilitation products, similar to other rehabilitation technology providers, most of our products are in FDA risk class 1 and this class is not subject to mandatory scrutiny by the U.S. authorities. There is the possibility that, in the future, the FDA may not agree with our classification. We might have to register if disagreement arises, and consequently we would have to stop distributing the device in the U.S. Under such a scenario, possible alternatives registration pathways might be 510(k)s or PMAs, which amount to an increase in the registration time from six months to multiple years; result in significant suspension of our sales activity for products in question in the US.

 

In some instances, in our advertising and promotion, we may make claims regarding our product as compared to competing products, which may subject us to heightened regulatory scrutiny, enforcement risk, and litigation risks.

 

The FDA applies a heightened level of scrutiny to comparative claims when applying its statutory standards for advertising and promotion, including with regard to its requirement that promotional labelling be truthful and not misleading. There is potential for differing interpretations of whether certain communications are consistent with a product’s FDA-required labelling, and FDA will evaluate communications on a fact-specific basis.

 

In addition, making comparative claims may draw attention from our competitors. Where a company makes a claim in advertising or promotion that its product is superior to the product of a competitor (or that the competitor’s product is inferior), this creates a risk of a lawsuit by the competitor under federal and state false advertising or unfair and deceptive trade practices law, and possibly also state libel law. Such a suit may seek injunctive relief against further advertising, a court order directing corrective advertising, and compensatory and punitive damages where permitted by law.

 

Any such lawsuit or threat of lawsuit against us will likely oblige us to defend ourselves in court, and will require the dedication of our time and capital, distract management from operating our business and may harm our reputation and financial results. If any such lawsuit against us is successful, we would suffer additional losses of time and capital in taking any required corrective action and would suffer harm to our reputation, all of which would have an adverse effect on our business.

 

If we fail to obtain or maintain the necessary ISO 13485 certification or the certification according to (EU) 2017/745 (MDR), our commercial operations in the EU and some other countries will be harmed.

 

As the certifications according to ISO 13485 and (EU) 2017/745 constitute the legal basis for any commercial activity in the European Union and many other countries, these certifications and maintenance of such certifications is a vital task for us. Failure to certify will lead to a disruption of device sales not only in the European Union, but also in the United States and many other countries, as these usually consider a certification a prerequisite for any device registrations.

 

The majority of our products are classified as medical devices and are regulated by the FDA, the European Union and other governmental authorities both inside and outside of the United States. These agencies enforce laws and regulations that govern the development, testing, manufacturing, labeling, advertising, marketing and distribution, and market surveillance of our medical products. Our failure to comply with these complex laws and regulations could have a material adverse effect on our business, results of operations, financial condition and cash flows. Even after regulatory clearance or approval has been granted, a cleared or approved product and its manufacturer are subject to extensive regulatory requirements relating to manufacturing, labeling, packaging, adverse event reporting, storage, advertising and promotion for the product. If we fail to comply with the regulatory requirements of the FDA or other non-U.S. regulatory authorities, or if previously unknown problems with our products or manufacturing processes are discovered, we could be subject to administrative or judicially imposed sanctions, including restrictions on the products, manufacturers or manufacturing process; adverse inspectional observations (Form 483), warning letters, non-warning letters incorporating inspectional observations; civil or criminal penalties or fines; injunctions; product seizures, detentions or import bans; voluntary or mandatory product recalls and publicity requirements; suspension or withdrawal of regulatory clearances or approvals; total or partial suspension of production; imposition of restrictions on operations, including costly new manufacturing requirements; refusal to clear or approve pending applications or premarket notifications; and import and export

 

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Modifications to our products may require re-registration, new 510(k) clearances or premarket approvals, or may require us to renew existing registrations in non-European Union countries.

 

Product modifications consisting either of changes to hardware or software or in expanding or restricting indications or contraindications can have an impact on the validity of our registrations. Thus, a product modification may lead to regulatory change projects, which will consume time and resources. A delay in marketing activities for the respective products may result. Many of these changes are beyond our control, as they are initiated by suppliers of components. Often those changes cannot be predicted, as their announcement happens on short notice, thus increasing the risk of business disruption.

 

The innovative development of our products may lead to the application of new laws, regulations, standards, etc. not considered until now.

 

Developing our products further in the direction of increasingly independent acting devices might bring those products into the scope of standards or regulations for robotic devices or artificial intelligence, or other similar areas. As this requires further competencies, resources and time, a potential delay or disruption of our commercial activities could result.

 

Any negative publicity concerning our products could harm our business and reputation and negatively impact our financial results.

 

The reactions of potential patients, physicians, the news media, legislative and regulatory bodies and others to information about complications or alleged complications of our products could result in negative publicity and could materially reduce market acceptance of our products. These reactions, or any investigations and potential resulting negative publicity, may have a material adverse effect on our business and reputation and negatively impact our financial condition, results of operations or the market price of our common stock. In addition, significant negative publicity could result in an increased number of product liability claims against us.

 

United States or European healthcare reform measures and other potential legislative initiatives could adversely affect our business.

 

Europe and the United States are our major markets, and any major healthcare reform that may change the health industry landscape or reimbursement environment, may have a significant impact on our sales performance and growth projects in the affected markets.

 

Any political changes in the United States or in Europe could result in significant changes in, and uncertainty with respect to, legislation, regulation, global trade, and government policy that could substantially impact our business and the medical device industry generally. The FDA and European Union Commission’s policies may also change, and additional government regulations may be issued that could prevent, limit, or delay regulatory approval of our future products, or impose more stringent product labeling and post-marketing testing and other requirements.

 

Risks Related to War in Ukraine

 

The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.

 

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Risks Related to Our Intellectual Property and Information Technology

 

We depend on computer and information systems we do not own or control and failures in our systems or a cybersecurity attack or breach of our IT systems or technology could significantly disrupt our business operations or result in sensitive information being compromised which would adversely affect our reputation and/or results of operations.

 

We have entered into agreements with third parties for hardware, software, telecommunications, and other information technology services in connection with the operation of our business. It is possible we or a third party that we rely on could incur interruptions from a loss of communications, hardware or software failures, a cybersecurity attack or a breach of our IT systems or technology, computer viruses or malware. Though most of those information systems and platforms are provided by well-established multinational firms like Oracle and Microsoft, any interruptions to our arrangements with third parties, to our computing and communications infrastructure, or to our information systems or any of those operated by a third party that we rely on could significantly disrupt our business operations.

 

In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. A cyberattack of our systems or networks that impairs our information technology systems could disrupt our business operations and result in loss of service to customers, including technical support for our robotics and VR-enabled devices.

 

Our success depends in part on our ability to obtain and maintain protection for the intellectual property relating to or incorporated into our products.

 

Our success depends in part on our ability to obtain and maintain protection for the intellectual property relating to or incorporated into our products. We seek to protect our intellectual property through a combination of patents, trademarks, confidentiality, and assignment agreements with our employees and certain of our contractors, as well as confidentiality agreements with certain of our consultants, scientific advisors, and other vendors and contractors. In addition, we rely on trade secrets law to protect our proprietary software and product candidates/products in development.

 

The patent position of robotic and VR-enabled inventions can be highly uncertain and involves many new and evolving complex legal, factual, and technical issues. Patent laws and interpretations of those laws are subject to change and any such changes may diminish the value of our patents or narrow the scope of our right to exclude others. In addition, we may fail to apply for or be unable to obtain patents necessary to protect our technology or products from copycats or fail to enforce our patents due to lack of information about the exact use of technology or processes by third parties. Also, we cannot be sure that any patents will be granted in a timely manner or at all with respect to any of our patent pending applications or that any patents that are granted will be