Aurora Technology Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: DIH Holding US, Inc.
ENTERPRISE VALUE: $321.9 million
ANTICIPATED SYMBOL: TBD
Aurora Technology Acquisition Corp proposes to combine with DIH Holding US, Inc., a robotics and virtual reality technology provider in the rehabilitation and human performance industry.
DIH stands for the vision to “Deliver Inspiration & Health” to improve the functioning of millions of people with disability and functional impairments. DIH 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.
EXTENSION – 7/28/23 – LINK
- The SPAC approved the extension from August 9, 2023 to February 7, 2024.
- 362,831 shares were redeemed for $10.68 per share.
- $135K per month will be deposited into the trust account.
EXTENSION – 4/7/23 – LINK
- The SPAC approved its auto extension from April 9, 2023 to May 9, 2023
- An additional $135,000 (representing $0.0238 per public share) was deposited into the trust account
- This is the third of six available one-month auto extensions
TRANSACTION
- Pro forma enterprise value of the combined company is $321.9 million
- Combined company to have an implied initial equity value of approximately $360.2 million.
- Cash held in ATAK trust account is $58.3 million (subject to redemptions).
- Cash remaining on balance sheet expected to be used for working capital and general corporate purposes.
- The proposed business combination is expected to be completed in the third quarter of 2023.
SPAC FUNDING
- There is no additional funding for this transaction.
EARNOUT
- Company
- May receive up to 6,000,000 million common shares depending on certain stock price-based thresholds being achieved within 5 years of closing.
- 1M is the VWAP that equals or exceeds $12.00 for any 20/30 trading days
- 1,333,333M is the VWAP that equals or exceeds $13.50 for any 20/30 trading days
- 1,666,667M is the VWAP that equals or exceeds $15.00 for any 20/30 trading days
- 2M is the VWAP that equals or exceeds $16.50 for any 20/30 trading days
- May receive up to 6,000,000 million common shares depending on certain stock price-based thresholds being achieved within 5 years of closing.
LOCK-UP
- Company and Sponsor
- One year following the Closing Date
NOTABLE CONDITIONS TO CLOSING
- No minimum cash closing condition was mentioned.
NOTABLE CONDITIONS TO TERMINATION
- By either ATAK or DIH if the Closing has not occurred before March 31, 2024
ADVISORS
- Dentons U.S. LLP is serving as legal counsel for ATAK.
- Maxim Group LLC is serving as exclusive financial advisor to DIH.
- Loeb & Loeb LLP is serving as legal counsel for DIH.
EXTENSION – 2/6/23 – LINK
- The approved the extension for six (6) times for an additional one (1) month each time from February 9, 2023 to August 9, 2023
- $125K will be deposited into the trust account for each month needed.
- 14,529,877 shares were redeemed for approximately $10.25/ share
LETTER OF INTENT – 12/12/22 – LINK
- The SPAC and DIH Technology Ltd, a leading global robotics and virtual reality technology provider in the rehabilitation and human performance industry, today announced the signing of a non-binding Letter of Intent for a potential business combination.
- Under the terms of the LOI, ATAK and DIH would become a combined entity, with DIH’s shareholders rolling 100% of their equity into the combined public company. ATAK and DIH expect to announce additional details regarding the business combination when a definitive agreement is executed, which is expected before January 31, 2023.
MANAGEMENT & BOARD
Executive Officers
Zachary Wang, 34
Chairman and Chief Executive Officer
Mr. Wang founded Ascan Investments (“Ascan”), a New York-based single-family office and investment firm, in January 2020, where he acts as Founder and CEO. With Ascan, Mr. Wang focuses on high growth investments in the technology, real estate, and healthcare industries globally. Prior to Ascan, Mr. Wang was the Director of Investments, US Fund at Alpha Square Group, a New York based family office where he led investments in mid and late-stage private technology companies in the US and Asia from 2017 – 2019. During his tenure at Alpha Square, Mr. Wang’s investments include but are not limited to Digital Ocean (NYSE: DOCN), SoFi (NASDAQ: SOFI), Boxed (SPAC acquisition announced in 2021 at $900m valuation), and NetSkope (Last raised Series H financing at $7.5bn valuation). In 2016, Mr. Wang worked at ZZ Ventures, a prominent Chinese asset manager based in Silicon Valley, where he helped launch of the firm’s venture investment platform and make the fund’s first investments in companies such as Ripple Labs and Addepar. Mr. Wang has also held positions with several prominent financial institutions and financial services firms, including tech-focused growth and buyout private equity fund Rho Ventures, the FinTech investment banking division of Macquarie Group, M&A management consulting at Ernst & Young, and corporate development at PNC Bank. He received his MBA from Columbia Business School and a Bachelors in Finance from Ohio State University.
Cathryn Chen, 32
Chief Operating Officer and Co-Vice-Chairman
Ms. Chen is the Founder & CEO of MarketX, a global pre-IPO investment platform connecting investors with pre-IPO investments in the US, China, Southeast Asia, and other emerging markets. Founded in March 2015, MarketX is backed by 12 technology founder & CEOs and has completed over $450M in transactions. In 2020, she launched MarketX Ventures, a growth to late-stage focused venture fund based in San Francisco and Singapore, backed by technology executives such as the founder of Thrasio. Prior to founding MarketX, Ms. Chen worked as an investment banker with prominent investment banks including Deutsche Bank, NM Rothschild, and JP Morgan in London, New York, and Hong Kong. During her investment banking career, Ms. Chen was involved with dozens of IPOs, M&As, and private placements, including Alibaba, Omada Health, and Twitter. Since founding MarketX Ventures, Ms. Chen has worked with and currently advising over 200 family offices globally. MarketX has helped its clients invest in over 30+ pre-IPO companies in the US, China, Southeast Asia, and Europe, with an aggregate market capitalization of over $500 billion. Previously, Ms. Chen was also an early employee with EverString Technology (“EverString”), an ad-tech company backed by Sequoia Capital & Lightspeed Partners that was later sold to ZoomInfo. Ms. Chen is a member of Committee of 100, a non-profit organization focused on advancing the Chinese Americans in the United States. In 2008, Ms. Chen co-founded MoneyThink LA, a White House-recognized, 501(c)3 non- profit that provides financial education to urban high school students around the nation, which received a Top 10 Social Entrepreneurship Award from then-President Barrack Obama in 2012. Ms. Chen received her Bachelor’s degree from UCLA and the London School of Economics and Political Science.
Yida Gao, 31
Chief Financial Officer and Co-Vice-Chairman
In June 2021, he founded, and currently leads investments at, Shima Capital, an early-stage venture capital fund backed by Digital Currency Group, Dragonfly Capital, Huobi Global and other strategic investors. Shima Capital focuses on investments in the blockchain and cryptocurrency industries. From March 2016 to February 2021 Mr. Gao co-ran Struck Capital, an early-stage industry-agnostic venture fund, and Divergence Digital Currency, a multi-strategy cryptocurrency hedge fund. From July 2015 to July 2017, Mr. Gao was a technology investor at New Enterprise Associates, one of the world’s largest venture capital funds with over $25 billion in assets under management, where he worked on deals which included DoorDash, OpenDoor, Wealthfront, and Mojo Vision. From June 2013 to July 2015, Mr. Gao was an investment banker with Morgan Stanley’s M&A group in New York City, where he helped execute over $15 billion in aggregate deal volume. Mr. Gao graduated Phi Beta Kappa from the Massachusetts Institute of Technology with degrees in math and computer science.
Board of Directors
James C. Woolery, 52
Director Nominee
Mr. Woolery is currently a Founding Partner at Woolery & Co, a law and strategic advisory firm he founded in the fall of 2020. Prior to founding Woolery & Co, Mr. Woolery was head of the M&A, Corporate Governance and Shareholder Activism practice group of global law firm King & Spalding LLP, from May 2017 to September 2020, and was an attorney at Cravath, Swaine & Moore LLP from January 1994 to January 2011, including as a Senior Partner from January 2002 to January 2011, during which time he established and led Cravath’s Business Development and Strategy department, advising public company boards of directors on scores of completed mergers, spin-offs, joint ventures and LBOs, including the first ever public company M&A transaction between the U.S. and China with IBM’s historic sale of its Thinkpad Personal Computer business to Lenovo. Mr. Woolery then served as co-head of JPMorgan Chase’s North American mergers and acquisitions practice from January 2011 to February 2013. From February 2013 to January 2015, Mr. Woolery was Deputy Chairman, and later named chairman-elect and co-chair, of the Corporate Department of global law firm Cadwalader, Wickersham & Taft LLP, where he advised numerous companies on a variety of corporate issues, and was responsible for business development, strategy and external relations. From January 2015 to November 2016, Mr. Woolery was co-founder and principal of hedge fund Hudson Executive Capital, where he developed a friendly activist M&A strategy termed “Constructive Engagement”, that sought to create value in U.S. middle-market companies through constructive shareholder engagement and transactional expertise. Mr. Woolery holds a BA from Wake Forest University and a JD from the University of Kentucky.
Sam Yam, 37
Director Nominee
Since May 2013, Mr. Yam has served as the Co-Founder and President of Patreon, a platform that funds content creators and artists through membership subscriptions from fans around the world. Patreon was recently valued at more than $4 billion through its latest Series F financing round, and its lead investors include Tiger Global Management, Wellington Management and New Enterprise Associates. Prior to Patreon, from 2019 to 2010, Mr. Yam co-founded and led AdWhirl, a mobile monetization platform which was acquired by AdMob, and later by Google. Mr. Yam is a YC Expert at Y Combinator and previously held engineering and product management positions at Google, Yahoo, and Stanford’s StartX. Mr. Yam graduated with a Bachelor’s of Science in Computer Science from Stanford.
Max Baucus, 80
Director Nominee
In 2014, U.S. President Barack Obama nominated him to be Ambassador of the United States of America to the People’s Republic of China, a position he held until 2017. Ambassador Baucus formerly served as the senior United States Senator from Montana from 1978 to 2014 and was Montana’s longest serving U.S. Senator. While in the Senate, Ambassador Baucus was Chairman and Ranking Member of the Senate Committee on Finance (the “Finance Committee”). As chairman of the Finance Committee, he was the chief architect of the Affordable Health Care Act (ACA) which was signed by President Barack Obama into law March 23, 2009. In addition, as chairman of the Finance Committee, Ambassador Baucus led the passage and enactment of the Free Trade Agreements with 11 countries. While serving on the Senate Agriculture Committee, he led in securing reauthorization of numerous farm bills. As a member of the Committee on Environment and Public Works, he guided many highway bills and other infrastructure legislation to passage as well as leading the passage of The Clean Air Act of 1990. Before his election to the U.S. Senate, Ambassador Baucus represented Montana in the U.S. House of Representatives from 1975 to 1978. Ambassador Baucus earned a Bachelor’s and Juris Doctor degree from Stanford University. Ambassador Baucus currently has a consulting business, Baucus Group LLC, and advises several tech and bio tech companies as well as engaging in numerous public speaking engagements. He and his wife have also founded a public policy institute at the University of Montana School of Law, The. Baucus Institute, which they are very active in the day-to-day operations of.
Paul Asquith, 73
Director Nominee
Paul Asquith is the Gordon Y Billard Professor of Finance at M.I.T. ‘s Sloan School where he has been on the faculty for thirty-three years. He served for two of those years as Senior Associate Dean and another seven years as Chairman of Sloan’s Finance Group. He currently teaches Introduction to Corporate Finance but has also developed and taught three other courses at M.I.T.: Advanced Corporate Finance, Mergers and Acquisitions, and Security Design. He previously taught at Harvard University for ten years and at the University of Chicago. In addition, Professor Asquith spent sabbaticals at Duke University and Imperial College, London. He is the recipient of fifteen teaching awards from M.I.T., Harvard, and Duke. Professor Asquith received his Ph.D. from the University of Chicago. In 1985 he spent one semester at Salomon Brothers while on sabbatical from Harvard University. Professor Asquith was formerly a Director of Aurora National Life Assurance Company. He has advised many corporations including Citicorp, IBM, Merck, Morgan Guaranty, Price Waterhouse, Royal Bank of Canada, Salomon Brothers, Toronto Dominion Bank, and Xerox, and also served as an expert witness in both Federal Court and the Delaware Chancery Court. In 1992 Professor Asquith was elected a Research Associate of the National Bureau of Economic Research. He holds a BA in economics from Michigan State University as well as an AM and a Ph.D. in economics from the University of Chicago.
Alec Hartman, 35
Director Nominee
Alec is a seasoned technologist and entrepreneur with a track record of creating and exiting multiple companies. In June 2011 Mr. Hartman co-founded DigitalOcean, a Software as a Service cloud infrastructure and data center provider. DigitalOcean became a public company in 2021 with an initial public market capitalization of ~$5 billion USD. In 2012, Mr. Hartman founded the TechDay, an event series that operates in multiple markets around the world, where he served as CEO until 2017 when the business was sold to Continental Exhibitions. Mr. Hartman has served on the advisory team to the Estonian government in developing their e-residency program, as we all as on the Bermuda Tourism Board. Mr. Hartman has been a special guest of NASDAQ three times for bell ringing ceremonies and market commentary, and is regularly quoted in publications ranging from the Wall Street Journal to Money Magazine. As an avid car enthusiast, Mr. Hartman also collaborated with the NY International Auto Show to develop their wildly popular content series. In March 2020, Mr. Hartman founded Welcome Homes, a venture capital-backed company productizing new home construction direct-to-consumer. Mr. Hartman graduated from Emory University with a Bachelors in Political Science.
