Revenue of $64.5 million for the fiscal year ended March 31, 2024, representing growth of 19% over the prior year Device revenue of $51.1 million and service revenue of $11.1 million for the fiscal year ended March 31, 2024, representing growth of 18% and 20%, respectively over the prior year Positive operating cash flow of $5.2 million for the year ended March 31, 2024 Announced strategic partnership with B. Temia to enrich DIH's rehabilitative solutions through exclusive licensing of B. Temia's Keego™ Der ...

Recent Highlights Financial Results for the Fiscal Year Ended March 31, 2024 Gross profit for the fiscal year ended March 31, 2024, was $29.8 million, a decrease of 2.7% compared to the prior period. The decrease was driven by inflationary cost increases on direct costs of goods of approximately $2.2 million. The additional increase in cost of sales is mainly driven by an increase of $0.6 million in an inventory reserve for slow-moving parts and increased overhead and services parts costs of $3.9 million. T ...

Part I [Business](index=8&type=section&id=Item%201.%20Business) DIH Holding US, Inc. provides advanced robotic and VR-enabled rehabilitation devices, focusing on market leadership and innovation - DIH is a global provider of advanced robotic and VR-enabled devices for physical rehabilitation, aiming to "Deliver Inspiration & Health" to individuals with disabilities and functional impairments[18](index=18&type=chunk) - The company's corporate structure was established through the acquisition of Motek (2015) and Hocoma (2016), followed by a reverse recapitalization with Aurora Technology Acquisition Corp. (ATAK) on **February 7, 2024**[20](index=20&type=chunk)[32](index=32&type=chunk) - A key corporate reorganization to bring Motek Group and Hocoma AG under the public company was not completed prior to the business combination and remains pending, with DIH currently operating with Motek via an exclusive distribution agreement[34](index=34&type=chunk)[90](index=90&type=chunk) - DIH's strategy focuses on leveraging its technology to expand market leadership, consolidating the fragmented rehabilitation market through acquisitions, and developing transformative "Total Solutions" for customers[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - The company offers **17 robotic and VR-based systems** across three main categories: upper extremity (Armeo series), lower extremity (Lokomat, Erigo, Andago, C-Mill), and full-body research platforms (CAREN, GRAIL)[52](index=52&type=chunk) - DIH holds over **20 trademark families** and numerous utility and design patents for its core technologies, with registrations in **18 countries**[85](index=85&type=chunk)[86](index=86&type=chunk)[88](index=88&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from incomplete reorganization, product dependency, geopolitical factors, capital needs, regulatory compliance, cybersecurity, and internal control weaknesses - The planned corporate reorganization to bring Motek and Hocoma AG under DIH Holding US, Inc. is incomplete, with DIH relying on an exclusive contract with Motek for key products, posing a risk Motek could sell to competitors[90](index=90&type=chunk)[91](index=91&type=chunk) - The company is substantially dependent on its key product lines, with **LokoMat accounting for over 45% of revenue** and its top five product lines representing approximately **90% of revenue**[93](index=93&type=chunk)[95](index=95&type=chunk) - Geopolitical risks, including conflicts in Europe and the Middle East, and foreign exchange fluctuations (especially Euro vs. USD) could adversely affect business performance, as approximately **80% of revenue is from EMEA and the Americas**[95](index=95&type=chunk)[98](index=98&type=chunk)[101](index=101&type=chunk) - The company may need to raise additional capital to fund growth, and failure to secure financing on favorable terms could force a curtailment of operations and growth plans[102](index=102&type=chunk) - DIH is subject to extensive medical device regulations (FDA, EU MDR), and failure to obtain or maintain regulatory approvals, or changes in regulations, could impede sales and lead to recalls or penalties[140](index=140&type=chunk)[141](index=141&type=chunk)[147](index=147&type=chunk) - A material weakness in internal control over financial reporting has been identified, specifically a lack of sufficient accounting personnel and resources to meet public company requirements, which could affect timely and accurate financial reporting[210](index=210&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk) [Unresolved Staff Comments](index=51&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments - Not applicable[214](index=214&type=chunk) [Cybersecurity](index=51&type=section&id=Item%201C.%20Cybersecurity) DIH implements a NIST-guided cybersecurity risk management program, overseen by the Audit Committee, with no material threats identified - The company has developed a cybersecurity risk management program based on the NIST Cybersecurity Framework to protect critical systems and information[215](index=215&type=chunk)[216](index=216&type=chunk) - Cybersecurity governance is managed by the Chief Financial Officer, with oversight from the Audit Committee, which reports to the full Board of Directors[222](index=222&type=chunk)[223](index=223&type=chunk) - As of the report date, the company has not identified any risks from cybersecurity threats or prior incidents that have materially affected or are reasonably likely to materially affect its business, strategy, or financial condition[221](index=221&type=chunk)[225](index=225&type=chunk) [Properties](index=54&type=section&id=Item%202.%20Properties) DIH does not own real estate, leasing its executive offices, main R&D campus in Switzerland, and five additional commercial offices globally - The company does not own any properties and leases all its facilities[231](index=231&type=chunk) - Key leased properties include the executive office in Norwell, MA; an R&D and operational campus in Volketswil, Switzerland; and commercial offices in the US, Slovenia, Germany, Singapore, and Chile[231](index=231&type=chunk)[234](index=234&type=chunk) [Legal Proceedings](index=54&type=section&id=Item%203.%20Legal%20Proceedings) There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management - There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management[232](index=232&type=chunk) [Mine Safety Disclosures](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[233](index=233&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=55&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock and warrants are listed on Nasdaq, with no cash dividends planned, and a recent **$3.3 million** private placement of convertible debentures - Common Stock is listed on Nasdaq Global Market as "DHAI" and Public Warrants on Nasdaq Capital Market as "DHAIW"[236](index=236&type=chunk) - The company has never paid cash dividends and does not intend to in the foreseeable future, planning to retain earnings for business operations[237](index=237&type=chunk) - On **June 7, 2024**, the company sold **$3.3 million** in **8% Original Issue Discount Senior Secured Convertible Debentures** in a private placement, along with warrants to purchase **330,000 shares** of Common Stock[239](index=239&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In FY2024, revenue increased to **$64.5 million** (19.3%), but net loss widened to **$8.4 million** primarily due to transaction costs, with liquidity supported by sales and future financing | (in thousands, except percentages) | 2024 | 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **$64,473** | **$54,059** | **$10,414** | **19.3%** | | Gross Profit | $29,771 | $30,585 | ($814) | (2.7)% | | Operating loss | ($2,614) | $709 | ($3,323) | (468.7)% | | **Net loss** | **($8,443)** | **($1,014)** | **($7,429)** | **732.6%** | - Revenue increased by **$10.4 million** (**19.3%**) in FY2024, primarily due to a **$7.7 million** increase in device sales volume in Europe, the Americas, and Asia[271](index=271&type=chunk) - Net loss increased by **$7.4 million**, largely driven by **$7.1 million** in transaction costs to close the Business Combination, which included a **$3.5 million non-cash advisory fee** paid in stock[247](index=247&type=chunk)[277](index=277&type=chunk) - Cost of sales increased by **$11.2 million** (**47.8%**), attributed to higher sales volume, direct cost inflation (**$2.2 million**), increased inventory reserves (**$0.6 million**), and higher overhead/service parts costs (**$3.9 million**)[273](index=273&type=chunk) - The company had cash and cash equivalents of **$3.2 million** as of **March 31, 2024**, and management believes cash from operations and future financing will be sufficient to fund operations for at least the next **12 months**[281](index=281&type=chunk)[283](index=283&type=chunk) - The Business Combination was accounted for as a reverse recapitalization, with Legacy DIH as the accounting acquirer, and historical financial statements were recast to exclude Hocoma AG and Motek Group, which were not transferred to the company at closing[251](index=251&type=chunk)[343](index=343&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=69&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This information is not required as DIH qualifies as a "smaller reporting company" - As a "smaller reporting company," DIH is not required to provide this information[308](index=308&type=chunk) [Financial Statements and Supplementary Data](index=70&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for FY2024 and FY2023, reflecting the business combination as a reverse recapitalization and excluding certain entities - The financial statements were audited by BDO AG, which issued an unqualified opinion[313](index=313&type=chunk) | (in thousands) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Total Assets | $35,735 | $31,779 | | Total Liabilities | $68,281 | $60,733 | | **Total Deficit** | **($32,546)** | **($28,954)** | | (in thousands) | Year Ended Mar 31, 2024 | Year Ended Mar 31, 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $5,192 | $5,501 | | Net cash used in investing activities | ($202) | ($145) | | Net cash used in financing activities | ($4,945) | ($4,053) | - The Business Combination was accounted for as a reverse recapitalization, and financial statements were recast to exclude entities not controlled by the company as of **March 31, 2024**, due to the incomplete reorganization[351](index=351&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=113&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) On **March 12, 2024**, the company dismissed Marcum LLP and engaged BDO AG as its new independent registered public accounting firm, reporting no disagreements - On **March 12, 2024**, the Audit Committee dismissed Marcum LLP and engaged BDO AG as the new independent registered public accounting firm[506](index=506&type=chunk)[509](index=509&type=chunk) - There were no disagreements with Marcum on accounting principles, financial statement disclosure, or auditing scope or procedure[508](index=508&type=chunk) [Controls and Procedures](index=114&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of **March 31, 2024**, due to a material weakness in internal control over financial reporting from limited accounting personnel - Management concluded that disclosure controls and procedures were not effective as of **March 31, 2024**[512](index=512&type=chunk) - The ineffectiveness is due to a material weakness in internal controls over financial reporting, specifically limited accounting personnel and resources to address public company requirements[512](index=512&type=chunk) - The company is exempt from providing an auditor's attestation report on internal control over financial reporting due to its status as an "emerging growth company"[518](index=518&type=chunk)[519](index=519&type=chunk) [Other Information](index=115&type=section&id=Item%209B.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the fiscal year - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the fiscal year[521](index=521&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=115&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not Applicable[521](index=521&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Compensation, Security Ownership, and Accountant Fees](index=116&type=section&id=Items%2010-14) Information for Items 10-14 regarding directors, executive officers, corporate governance, compensation, and security ownership is incorporated by reference from the 2024 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's definitive Proxy Statement for the **2024 Annual Meeting of Stockholders**[523](index=523&type=chunk)[525](index=525&type=chunk)[526](index=526&type=chunk)[527](index=527&type=chunk) - The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees, available on its website[524](index=524&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=117&type=section&id=Item%2015.%20Exhibits%20%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including agreements, corporate documents, and certifications, with financial statement schedules omitted - This item lists all exhibits filed with the Form 10-K, including the Business Combination Agreement, corporate governance documents, and various certifications[530](index=530&type=chunk)[533](index=533&type=chunk) - Financial statement schedules are omitted as they are inapplicable or the required information is included elsewhere in the report[531](index=531&type=chunk) [Form 10-K Summary](index=117&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - Not applicable[530](index=530&type=chunk)

Exhibit No. 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms used but not defined in this Exhibit 99.3 shall have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K to which this Exhibit 99.3 is attached, and, if not defined in the Current Report on Form 8-K to which this Exhibit 99.3 is attached, the Registration Statement on Form S-4 (File No. 333-271890) (the "Registration Statement"). Unless the context otherwise requires, "New DIH" ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from______to________ Commission File Number: 001-41250 DIH HOLDING US, INC. (Exact name of registrant as specified in its charter) Delaware 98-1624542 (State or Other Jurisdiction of Incorp ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____________ to _____________ Commission file number: 001-41250 AURORA TECHNOLOGY ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Isla ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____________ to _____________ Commission file number: 001-41250 AURORA TECHNOLOGY ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1624542 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Aurora Technology ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____________ to _____________ Commission file number: 001-41250 Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41250 AURORA TECHNOLOGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-1624542 (State or Oth ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41250 AURORA TECHNOLOGY ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-16 ...