DIH Holding US Inc-A美股招股说明书(2024-12-11版)

DIH HOLDING US, INC. Up to 21,590,211 Shares of Class A Common Stock Up to 6,470,000 Warrants Up to 13,335,100 shares of Class A Common Stock that are issuable by us upon the exercise of outstandingwarrants This registration statement on Form S-1 (this “Form S-1” or this “registration statement”)) relates to theresale from time to time by the selling stockholders named in this registration statement (including their permittedtransferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Stockholders”) of up to anaggregate of 21,590,211 shares (the “Resale Shares”) of DIH Holding US, Inc., a Delaware corporation (“DIH”)Class A common stock, par value $0.0001 per share (“Common Stock”), consisting of (i) 4,385,173 shares held byATAC Sponsor LLC, a Delaware limited liability company (the “Former Sponsor”), (ii) 14,315,038 shares held bycertain investors and other holders of capital stock of DIH, as required by that certain amended and restatedregistration rights agreement (the “Amended and Restated Registration Rights Agreement”) dated February 7,2024, between us, the Former Sponsor, and certain investors and other holders of capital stock of DIH, (iii) up to660,000 shares of Common Stock, issuable upon conversion of the 8% Original Issue Discount Senior SecuredConvertible Debenture (the “Debenture”) purchased on June 7, 2024 by the purchaser identified in the SecuritiesPurchase Agreement (the “Purchaser”), (iv) up to 1,900,000 shares of Common Stock issuable in connection withthe payment of required monthly redemption payments on the Debenture which may be made in shares of CommonStock in lieu of cash; and (v) up to 330,000 shares of Common Stock underlying the Warrant issued to the Purchaserin connection with the purchase of the Debenture. We are also registering for resale 6,470,000 warrants held by theFormer Sponsor. In addition, this prospectus relates to the offer and sale of up to 13,335,000 shares of Common Stockconsisting of (i) 10,100,000 shares that are issuable by us upon the exercise of outstanding warrants that werepreviously registered (the “Public Warrant Shares”) and (ii) 3,235,000 shares that are issuable by us upon theexercise of outstanding warrants issued in a private placement to the Former Sponsor (the “Private WarrantShares”). References to “us”, or “DIH,” or the “Company” refer to DIH Holding US, Inc., a Delaware corporationand its consolidated subsidiaries subsequent to the Business Combination (defined below). Background 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,entered into a business combination agreement (as amended from time to time, the “Business CombinationAgreement”), contemplating several transactions in connection with which ATAK became the parent company ofDIH. Ascontemplated in the Business Combination Agreement and described in the definitive proxystatement/prospectus (the “Proxy Statement/Prospectus”), filed by ATAK pursuant to Rule 424(b)(3) with theSecurities and Exchange Commission (the “SEC”) on November 15, 2023 (as further supplemented on November17,2023)in the section titled“Proposal No.1—The Business Combination Proposal”of the ProxyStatement/Prospectus, on February 6, 2024, the day prior to the Effective Time, (a) ATAK changed its jurisdictionof 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 ATAKchanged its name to “DIH Holding US, Inc.” (for further details, see the section titled “Proposal No. 2 - TheDomestication Proposal” in the Proxy Statement/Prospectus); (b) each issued and outstanding Class A OrdinaryShare was converted, on a one-for-one basis, into one share of Common Stock; (c) each issued and outstandingClass B Ordinary Share was converted, on a one-for-one basis, into one share of domesticated Class B CommonStock; (d) each issued and outstanding ATAK Public Warrant, ATAK Private Warrant and ATAK Right wasconverted, on a one-for-one basis, into a Public Warrant, Private Warrant and Right, respectively; and (e) thegoverning documents of ATAK were replaced by governing documents for the Delaware corporation. On February 7, 2024 (the “Closing Date”), the Business Combination was consummated whereby (a)Merger Sub merged within and into DIH with DIH as the surviving corporation of the transaction and becoming awholly owned subsidiary of DIH; (b) the issued and outstanding shares of DIH were exchanged for $250,000,000 intheform of newly-issued shares of Common Stock valued at$10.00 per share(the“Aggregate BaseConsideration”); (b) DIH’s financial advisor received 700,000 shares of Common Stock as payment for thefinancial advisory fee due to it; (c) the 20,200,000 outstanding Rights were converted into 2,020,000 s