DIH Technology Ltd. signed a letter of intent to acquire Aurora Technology Acquisition Corp. (NasdaqGM:ATAK) from ATAC Sponsor LLC and others in a reverse merger transaction on December 12, 2022. DIH Technology Ltd. entered into a definitive business combination agreement to acquire Aurora Technology Acquisition Corp. from ATAC Sponsor LLC and others for approximately $320 million in a reverse merger transaction on February 26, 2023. As part of the agreement, ATAK will acquire all of the outstanding equity interests of DIH, and stockholders of DIH will receive $250 million in aggregate base consideration in the form of newly-issued shares of New DIH Class A Common Stock. In addition to the aggregate Base consideration, DIH stockholders may be entitled to receive up to 6,000,000 additional earnout shares of New DIH Class A Common Stock amounting to up to $60 million, as additional consideration upon satisfaction of certain milestones. 25,700,000 shares of New DIH Class A Common Stock are estimated to be issued to the DIH shareholders at closing (including 700,000 shares to Maxim as partial payment of its financial advisory fee). All cash remaining on the combined company?s balance sheet at the closing of the transaction. The proposed business combination contemplates that DIH stockholders will roll 100% of their equity holdings into the combined company and will hold approximately 69.4% of the issued and outstanding shares of common stock of the combined company. Upon the closing of the transaction, the combined company will be named DIH Holding US, Inc. and its securities are expected to be listed on Nasdaq. Jason Chen, Lynden Bass, Patrick Bruno, Max Baucus, F. Samuel Eberts III, Ken Ludlum, and Cathryn Chen are elected to serve on the New DIH board of directors.

The transaction is subject to approval by the stockholders of DIH and ATAK, the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, effectiveness of the registration statement, completion of domestication, the shares of common stock of New DIH to be issued in connection with the Business Combination having been approved for listing by the Nasdaq Stock Market LLC, execution and exchange of certain closing documents including registration rights and lock-up agreement, Merger will qualify as a ?reorganization? within the meaning of Section 368(a) of the Code and the Treasury Regulations, the reorganization shall have been completed, the officers of SPAC and the listed directors shall have executed written resignations effective as of the effective time. and other customary closing conditions. The transaction, which has been unanimously approved by the boards of directors of DIH and ATAK. ATAK Board unanimously recommends that shareholders vote for the merger. The registration statement was declared effective by the SEC on November 13, 2023. ATAK shareholders approved the business combination proposal at an extraordinary general meeting held on December 18, 2023. On February 6, 2024, ATAK and DIH received approval of The Nasdaq Stock Market LLC to list the Class A common stock of New DIH to be outstanding after the closing on the Nasdaq Global Market under the symbol ?DHAI.? The proposed business combination is expected to be completed in the third quarter of 2023. As of April 7, 2023, ATAC Sponsor LLC deposited an aggregate of $135,000 into the trust account in order to extend the date by which Aurora Technology has to consummate a business combination from April 9, 2023, to May 9, 2023. As of June 6, 2023, ATAC Sponsor LLC deposited an aggregate of $135,000 into the trust account in order to extend the date by which Aurora Technology has to consummate a business combination from June 9, 2023, to July 9, 2023. The transaction is expected to close between July 9, 2023 to August 9, 2023. As of July 31, 2023, the Company extended the Combination Period from August 9, 2023 to September 9, 2023, by depositing $135,000 into the Trust Account on July 31, 2023. As of October 3, 2023, Aurora deposited an aggregate of $135,000 into the Company?s trust account in order to extend the date by which the Company has to consummate a business combination from October 9, 2023 to November 9, 2023. As on November 3, 2023, Aurora deposited an aggregate of $135,000 into the Company?s trust account in order to extend the date by which the Company has to consummate a business combination from November 9, 2023, to December 9, 2023. As of November 8, 2023, It is anticipated that the Business Combination will be consummated as soon as practicable following the ATAK Shareholder Meeting, which is set for December 4, 2023. As on December 5, 2023, Aurora deposited an aggregate of $135,000 into the Company?s trust account to extend the date by which the Company has to consummate a business combination from December 9, 2023 to January 9, 2024. As of January 4, 2024, the business combination period was extended from January 9, 2024 to February 7, 2024. The closing will occur on February 7, 2024.

Newbridge Securities Corporation acted as financial advisor, financial due diligence provider and fairness opinion provider to ATAK Board. Maxim Group LLC is serving as exclusive financial advisor to DIH. Mitchell Nussbaum of Loeb & Loeb LLP is serving as legal counsel to DIH, and Ilan Katz of Dentons U.S. LLP is serving as legal counsel to ATAK. Continental Stock Transfer & Trust Company acted as transfer agent to ATAK. Okapi Partners LLC acted as proxy solicitor to ATAK for a fee of $20,000. As compensation for Newbridge?s services in connection with the rendering of the opinion to the Board, ATAK agreed to pay Newbridge a fee of $125,000. $25,000 of the fee was paid upon delivery of the opinion and the remaining $100,000 is payable and contingent upon consummation of the business combination. The business combination will result in the payment of the deferred underwriting commission to Maxim as the underwriter of the ATAK IPO amounting to $7.1 million and the payment of financial advisory fees, both of which total $15.1 million. 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.

DIH Technology Ltd. completed the acquisition of Aurora Technology Acquisition Corp. (NasdaqGM:ATAK) from ATAC Sponsor LLC and others in a reverse merger transaction on February 7, 2024. DIH will use the cash from the business combination to grow a strategic market base and expand its position as the leading global provider of robotic and VR-enabled rehabilitation technology. The combined company will be led by Jason Chen as president and chief executive officer, alongside his highly experienced executive team. DIH Class A Common Stock will begin trading on the Nasdaq Global Market under ticker ?DHAI? on February 9, 2024.