AURORA TECHNOLOGY ACQUISITION CORP. Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
The Business Combination Agreement has been approved by the board of directors of each of ATAK and Merger Sub and DIH, respectively. The transactions contemplated by the Business Combination Agreement are referred to as the "Business Combination."
Following the time of the closing of the Business Combination (the "Closing,"
and the date on which the Closing occurs, the "Closing Date"), the combined
company will be organized as a
The Business Combination is expected to close in the third quarter of 2023, following the receipt of the required approval by ATAK's and DIH's shareholders and the fulfillment of other customary closing conditions.
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The Domestication
ATAK will, subject to obtaining the required shareholder approvals and at least
one day prior to the Closing Date, deregister as a
In connection with the Domestication: (i) each of the then issued and
outstanding Class B ordinary shares of ATAK, par value
Immediately prior to the Business Combination, each of the then issued and outstanding shares of New DIH 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").
Recapitalization
At the Effective Time (as defined in the Business Combination Agreement): (i) each share of DIH common stock issued and outstanding prior to the Effective Time will be canceled and converted into the right to receive a number of shares of New DIH Class A Common Stock equal to the Exchange Ratio (as defined in the Business Combination Agreement) and (ii) all shares of DIH common stock held in treasury will be canceled.
Consideration
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
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
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Representations and Warranties and Covenants
The parties to the Business Combination Agreement have made customary representations and warranties for transactions of this type. The representations and warranties made under the Business Combination Agreement will generally not survive the Closing. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of DIH and ATAK and their respective subsidiaries during the period between the execution of the Business Combination Agreement and the Closing, covenants with respect to making the filing under the Hart-Scott Rodino Antitrust Improvements Act of 1976 and covenants with respect to the preparation and filing of the Registration Statement on Form S-4 ("Registration Statement"), which will include the proxy statement/prospectus of ATAK. The covenants made under the Business Combination Agreement will not survive the Closing, unless by their terms they are to be performed in whole or in part after the Closing.
Conditions to Closing
The Closing is subject to certain customary conditions, including, among other things: (i) approval by ATAK's shareholders of the Business Combination . . .
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of securities pursuant to the Business Combination Agreement is incorporated by reference in this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
In connection with the Business Combination, ATAK intends to file with the
Participants in the Solicitation
ATAK, DIH and their respective directors, executive officers, other members of
management, and employees, under
Forward-Looking Statements
Certain statements made herein that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate,"
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"intend," "expect," "should," "would," "plan," "predict," "potential," "seem,"
"seek," "future," "outlook" and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding
future events, the Business Combination between ATAK and DIH, the estimated or
anticipated future results and benefits of the combined company following the
Business Combination, including the likelihood and ability of the parties to
successfully consummate the Business Combination, future opportunities for the
combined company, and other statements that are not historical facts. These
statements are based on the current expectations of ATAK's management and are
not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on, by any investor as a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of ATAK
and DIH. These statements are subject to a number of risks and uncertainties
regarding ATAK's businesses and the Business Combination, and actual results may
differ materially. These risks and uncertainties include, but are not limited
to, general economic, political and business conditions; the inability of the
parties to consummate the Business Combination or the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Business Combination Agreement; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the Business
Combination; the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the Business
Combination; the risk that the approval of the stockholders of ATAK and DIH for
the potential transaction is not obtained; failure to realize the anticipated
benefits of the Business Combination, including as a result of a delay in
consummating the potential transaction or difficulty in integrating the
businesses of ATAK and DIH; the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and consummation of
the Business Combination; the ability of the combined company to grow and manage
growth profitably and retain its key employees; the amount of redemption
requests made by ATAK's stockholders; the inability to obtain or maintain the
listing of the post-acquisition company's securities on Nasdaq following the
Business Combination; costs related to the Business Combination; and those
factors discussed in ATAK's final prospectus relating to its initial public
offering, dated
Disclaimer
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report, except Exhibit 99.1 hereto, which shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Exhibit No. Description 2.1 † Business Combination Agreement, dated as ofFebruary 26, 2023 , by and amongAurora Technology Acquisition Corp. ,Aurora Technology Merger Sub Corp. , andDIH Holding US, Inc. 10.1 Sponsor Support Agreement, datedFebruary 26, 2023 , by and amongAurora Technology Acquisition Corp. ,ATAC Sponsor LLC , and certain shareholders. 10.2 Stockholder Support Agreement, datedFebruary 26, 2023 , by and amongAurora Technology Acquisition Corp. ,DIH Holding US, Inc. ,Aurora Technology Acquisition Corp. , and certain stockholders. 10.3 Form of Amended and Restated Registration Rights Agreement 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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