Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 9, 2024

DIH HOLDING US, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-41250		98-1624542
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

77 Accord Park Drive; Suite D-1; Norwell, MA		02061
(Address of Principal Executive Offices)		(Zip Code)

(877) 944-2000

(Registrant’s Telephone Number, Including Area Code)

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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Class A Common Stock	DHAI	The Nasdaq Stock Market LLC*
Redeemable Warrants, each two warrants exercisable for one share of Class A Common Stock at a per share exercise price of $11.50 per share	DHAIW	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Explanatory Note

This Current Report on Form 8-K/A is being filed to correct certain typographical errors contained in the press release as filed in the original filing as compared to the press release issued to the public.

Item 7.01. Regulation FD Disclosure.

On February 9, 2024, DIH Holding US, Inc. issued a press release announcing that it had entered into a subscription agreement for a private placement of 150,000 shares of its Class A common stock at a per share price of $10.00 for a total aggregate purchase price of $1.5 million. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated February 8, 2024 (Corrected)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DIH HOLDING US, INC.

By:	/s/ Jason Chen
Name:	Jason Chen
Title:	Chief Executive Officer and Chairman

Dated: February 9, 2024

Exhibit 99.1

DIH Announces $1.5 million Private Placement Financing from OrbiMed

NORWELL, Mass. and SAN FRANCISCO – February 8, 2024, DIH Holding US, Inc. (Nasdaq: DHAI), a leading global robotics and virtual reality (“VR”) technology provider in the rehabilitation and human performance industry, today announced a private placement of common stock resulting in gross proceeds of $1.5 million. OrbiMed, an existing shareholder in DIH Technologies, was the sole participant in the financing. The securities purchase agreement for the financing provides for the sale of an aggregate of 150,000 shares of the Company’s common stock at a purchase price of $10 per share together with warrants to purchase an additional 300,000 shares of DIH Common Stock with an exercise price of $10.

“We are thrilled to partner with OrbiMed, a long-term private investor in DIH, in advance of our initial trading day as a public company. This financing will provide additional working capital for the expansion of our global commercial strategy and growth initiatives,” said Jason Chen, Chairman and Chief Executive Officer of DIH. “I am encouraged by the continued support of such a well-respected healthcare investor and look forward to growing our relationship as a public company.”

About DIH Holding US, Inc.

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, DIH is positioning itself as a transformative total smart solutions provider and consolidator in a largely fragmented and manual-labor-driven industry.

DIH website: www.DIH.com

About OrbiMed

OrbiMed invests globally across the healthcare industry through a range of private equity funds, public equity funds, and royalty/credit funds. OrbiMed’s team of over 100 professionals is based in New York City, San Francisco, Shanghai, Hong Kong, Mumbai, Herzliya, London and other key global markets.

More info: www.orbimed.com

Caution Regarding Forward-Looking Statements

This press release contains certain statements which are not historical facts, which are forward-looking statements within the meaning of the federal securities laws, for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements include certain statements made with respect to the Business Combination, including the benefits of the Business Combination, the services offered by DIH and the markets in which it operates, and DIH’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions provided for illustrative purposes only, and projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; failure to realize the anticipated benefits of the business combination; 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 inability to maintain the listing of DIH’s securities on Nasdaq following the proposed business combination; costs related to the business combination; and those factors discussed in ATAK’s final prospectus/proxy statement, dated November 14, 2023, and filed with the SEC on November 15, 2023 and, in subsequent filings and reports made with the SEC, from time to time. While ATAK may elect to update these forward-looking statements at some point in the future, ATAK specifically disclaims any obligation to do so.

Investor Contact:

Greg Chodaczek
Gilmartin Group
investor.relations@dih.com

Cover	Feb. 09, 2024
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Document Period End Date	Feb. 09, 2024
Entity File Number	001-41250
Entity Registrant Name	DIH HOLDING US, INC.
Entity Central Index Key	0001883788
Entity Tax Identification Number	98-1624542
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	77 Accord Park Drive
Entity Address, Address Line Two	Suite D-1
Entity Address, City or Town	Norwell
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02061
City Area Code	(877)
Local Phone Number	944-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class Common Stock [Member]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	DHAI
Security Exchange Name	NASDAQ
Redeemable Warrants Each Two Warrants Exercisable For One Share Of Class Common Stock At Per Share Exercise Price Of 11. 50 Per Share [Member]
Title of 12(b) Security	Redeemable Warrants, each two warrants exercisable for one share of Class A Common Stock at a per share exercise price of $11.50 per share
Trading Symbol	DHAIW
Security Exchange Name	NASDAQ