Financial Overview - ATAK completed a public offering of 20,200,000 Units, raising approximately $200 million, with each Unit consisting of one Class A ordinary share, one redeemable warrant, and one right to receive one-tenth of one Class A ordinary share [2]. - As of July 27, 2023, ATAK had 5,307,292 Class A Ordinary Shares outstanding and $56.7 million remaining in the Trust Account after redemptions [4]. - Total current assets amount to $27,723,000, including cash and cash equivalents of $3,244,000 [22]. - Total assets are reported at $36,500,000, reflecting a pro forma combined balance sheet [22]. - Total current liabilities stand at $44,062,000, after adjustments [23]. - Total liabilities are reported at $73,837,000, including various adjustments [23]. - The pro forma combined total liabilities and stockholders' equity was $36,500 thousand [24]. - The company reported a total of 7,659,431 Class A ordinary shares subject to possible redemption [26]. - The weighted average shares outstanding for Class A Common Stock is 34,544,936 for both the nine months ended December 31, 2023 and the year ended March 31, 2023 [44]. Business Combination - The Business Combination with Legacy DIH was approved on December 18, 2023, and closed on February 7, 2024, with Legacy DIH stockholders receiving $250 million in aggregate consideration [16]. - Legacy DIH stockholders may receive up to an additional 6,000,000 shares of New DIH Class A Common Stock based on performance milestones related to stock price [16]. - The Business Combination included a reverse recapitalization between ATAK and Legacy DIH, with a redemption of 4,815,153 Class A Ordinary Shares for $53.4 million [9]. - The Business Combination will be accounted for as a reverse recapitalization, with Legacy DIH treated as the accounting acquirer due to its larger revenue and voting interest [34]. - The redemption of 4,815,153 Class A Ordinary Shares is allocated to Class A Ordinary Shares and additional paid-in capital, totaling $53.4 million [40]. Financial Performance - Revenue for the nine months ended December 31, 2023, was $45,117 thousand, with a gross profit of $20,300 thousand [26]. - Total operating expenses for the same period were $22,434 thousand, resulting in an operating loss of $2,134 thousand [26]. - The net income (loss) for the nine months was $(3,155) thousand, with a basic and diluted net income (loss) per share of $0.02 [28]. - For the year ended March 31, 2023, revenue was $54,119 thousand, with a gross profit of $30,245 thousand [29]. - Total operating expenses for the year were $32,909 thousand, leading to an operating loss of $(2,664) thousand [29]. - The net income (loss) for the year was $(1,864) thousand, with a basic and diluted net income (loss) per share of $0.28 [31]. - Pro forma net loss for the nine months ended December 31, 2023 is $(5.656) million, resulting in a net loss per Class A Common Stock of $(0.16) [44]. Shareholder Information - Existing Legacy DIH equity holders represent 78% of total shares, totaling 26,950,000 shares [20]. - New DIH public shareholders account for 7% with 2,512,139 shares issued [20]. - The company has 3,454,494 shares of New DIH Class A Common Stock available for issuance under the Stock Incentive Plan [20]. - The Stock Incentive Plan established an equity pool equal to 10% of the number of shares of New DIH Class A Common Stock outstanding on a fully diluted basis [18]. - ATAK's shareholders approved multiple extension amendments, allowing additional time to complete the initial business combination, with significant redemptions occurring during these votes [3][4]. Liabilities and Expenses - Accounts payable decreased to $3,721,000 from $5,097,000 [22]. - Employee compensation liabilities reduced to $2,607,000, down from $3,155,000 [22]. - The company incurred interest expense of $(744) thousand for the nine months ended December 31, 2023 [27]. - The change in fair value of warrant liability was reported as $148 thousand [27]. - Estimated transaction-related costs to be incurred by ATAK and DIH after December 31, 2023 total $9.0 million, excluding previously recognized costs [42]. - The total transaction accounting adjustment amounts to $3.6 million, including various transaction costs and reclassifications [40]. Pro Forma Information - The pro forma financial information reflects Legacy DIH's activity for the nine months ended December 31, 2023, and ATAK's activity for the nine months ended September 30, 2023 [9]. - The unaudited pro forma condensed combined balance sheet as of December 31, 2023 reflects a $58.9 million cash reclassification from the Trust Account available for the Business Combination [38]. - The pro forma adjustments do not reflect any anticipated synergies or cost savings associated with New DIH [35]. - The unaudited pro forma financial information is based on preliminary estimates and may differ materially from final amounts recorded [35]. - The historical activity of Hocoma AG, which retained liabilities of $11.4 million, will be treated as a transfer of assets and liabilities under common control [41].
Aurora Technology Acquisition (ATAK) - 2024 Q1 - Quarterly Results