UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November
17, 2023
AURORA
TECHNOLOGY ACQUISITION CORP.
(Exact
Name of Registrant as Specified in its Charter)
Cayman
Islands |
|
001-41250 |
|
98-1624542 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
4
Embarcadero Center, Suite 1449
San
Francisco, California |
|
94105 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (650) 550-0458
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☒ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
Units,
each consisting of one Class A Ordinary Share, par value, $0.0001 per share, one Redeemable Warrant to acquire one-half of one Class
A Ordinary Share, and one Right to acquire one-tenth of one Class A Ordinary Share |
|
ATAKU |
|
The
Nasdaq Stock Market LLC |
Class
A Ordinary Shares |
|
ATAK |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each two warrants exercisable for one Class A ordinary share at $11.50 per share |
|
ATAKW |
|
The
Nasdaq Stock Market LLC |
Rights,
each 10 rights entitling the holder thereof to one Class A ordinary share |
|
ATAKR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
November 15, 2023, Aurora Technology Acquisition Corp. (the “Company”) filed a definitive proxy statement/prospectus (the
“Proxy Statement/Prospectus”) for the solicitation of proxies in connection with an extraordinary general meeting of the
Company’s shareholders to be held on December 4, 2023 (the “Extraordinary General Meeting”) to consider and vote on,
among other proposals, a business combination with DIH Holding US, Inc. (the “Business Combination Proposal”). The Business
Combination Proposal is described in more detail in the Proxy Statement/Prospectus.
On
November 17, 2023, the Company determined to postpone the Extraordinary General Meeting (the “Postponement”), originally
scheduled to be held on December 4, 2023, to allow additional time for the Company to engage with its stockholders. The Extraordinary
General Meeting will now be held on Monday, December 18, 2023 at 10:00 a.m., Eastern Time. There is no change to the location or the
record date of the Extraordinary General Meeting. In connection with the Postponement, the right of the public shareholders of the Company
to redeem their Class A ordinary shares for their pro rata portion of the funds available in the Company’s trust account has been
extended to 5:00 p.m., Eastern Time, on December 14, 2023 (two business days before the postponed Extraordinary General Meeting) (the
“Redemption Deadline Extension”).
Supplement
to the Proxy Statement/Prospectus
The
Company has determined to supplement the Proxy Statement/Prospectus as set forth below (the “Proxy Supplement”) to provide
updated information about the Postponement and the Redemption Deadline Extension. There is no change to the location, the record date,
or any of the proposals to be acted upon at the Extraordinary General Meeting.
SUPPLEMENT
TO PROXY STATEMENT
OF
AURORA
TECHNOLOGY ACQUISITION CORP.
Dated
November 17, 2023
The
following disclosures in this Current Report on Form 8-K supplement and should be read in conjunction with the disclosures contained
in the Company’s definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”), filed with the Securities
and Exchange Commission (the “SEC”) on November 15, 2023, which in turn should be read in its entirety. To the extent the
information set forth herein differs from or updates information contained in the Proxy Statement/Prospectus, the information set forth
herein shall supersede or supplement the information in the Proxy Statement/Prospectus. All other information in the Proxy Statement/Prospectus
remains unchanged.
As
provided in the Proxy Statement/Prospectus, the Company is seeking shareholder approval of, among other things, a business combination
with DIH Holding US, Inc. (the “Business Combination Proposal”). The purpose of the supplemental disclosures is to provide
information about the postponement of the Extraordinary General Meeting related to the Proxy Statement/Prospectus.
Terms
used herein, unless otherwise defined, have the meanings set forth in the Proxy Statement/Prospectus.
Extraordinary
General Meeting Date
On
November 17, 2023, the Company determined to postpone (the “Postponement”) the date of the Extraordinary General Meeting
from December 4, 2023 to December 18, 2023. As a result of this change, the Extraordinary General Meeting will now be held on December
18, 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 further postponed or adjourned.
Extension
of Redemption Deadline
As
a result of the Postponement, the previously disclosed deadline of November 30, 2023 (two business days before the Extraordinary General
Meeting) for delivery of redemption requests from the Company’s Class A ordinary shareholders to the Company’s transfer agent
has been extended to December 14, 2023 (two business days before the postponed Extraordinary General Meeting). Holders must complete
the procedures for electing to redeem their Class A Ordinary Shares in the manner described in the Proxy Statement/Prospectus prior to
5:00 p.m., Eastern Time, on December 14, 2023.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events involving,
or future performance of, the Company or DIH Holding US, Inc. In some cases, you can identify forward-looking statements by terminology
such as “pro forma”, “may”, “should”, “could”, “might”, “plan”,
“possible”, “project”, “strive”, “budget”, “forecast”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,
“potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by the Company and its management, and DIH Holding US, Inc. and its management, as the case may be,
are inherently uncertain. Certain risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in the Proxy Statement/Prospectus and in other documents filed or to be filed with the
SEC by the Company.
Additional
Information and Where to Find It
The
Company has filed with the SEC the Proxy Statement/Prospectus in connection with the Extraordinary General Meeting. The Company’s
shareholders and other interested persons are advised to read the Proxy Statement/Prospectus and any other relevant documents that have
been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Extraordinary General Meeting
because these documents will contain important information about the Company and related matters. Shareholders may also obtain a free
copy of the Proxy Statement/Prospectus, as well as other relevant documents that have been or will be filed with the SEC, without charge,
at the SEC’s website located at www.sec.gov.
Participants
in the Solicitation
The
Company and its directors and executive officers may be considered participants in the solicitation of proxies from the Company’s
stockholders in connection with the Extraordinary General Meeting. Additional information regarding the identity of these potential participants
and their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement/Prospectus. You may obtain
free copies of these documents using the sources indicated above.
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 of 1933, as amended or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Exhibit
No. |
|
Description |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
November 17, 2023
Aurora
Technology Acquisition Corp. |
|
|
By: |
/s/
Zachary Wang |
|
Name: |
Zachary
Wang |
|
Title: |
Chief
Executive Officer and Chairman |
|
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