Aurora Technology Acquisition Corp.

Senior secured convertible debentures issued at an original issue discount, with monthly redemptions payable in stock, mean the company can service its debt by continuously issuing shares - dilution that compounds every month rather than arriving in one tranche. The debentures are secured, so the lender holds collateral ahead of equity if the stock route fails. Failure to vote counts as a vote against, which the proxy flags directly. The ATAK trust was released at the de-SPAC.

ATAK's units break into three instruments, and two of them are fractional: each unit becomes one Class A share, one warrant and one right, where two warrants buy one Class A share and ten rights deliver one Class A share. A unit holder's real share entitlement is therefore well below the unit count. The sponsor's Class B shares convert one-for-one into Class A immediately before the combination. Up to 6,000,000 Earnout Shares follow over five years on VWAP milestones — 1,000,000 at $12.00, 1,333,333 at $13.50, 1,666,667 at $15.00, and a further tranche of 2,000,000.

The consideration is fixed in dollars and converted at a contractual $10.00 per share, so the share count DIH receives does not move with ATAK's market price. ATAK's units split into one Class A share, one warrant and one right, where two warrants buy one share and ten rights deliver one share — the fractional instruments are where a unit holder's real entitlement is decided. Up to 6,000,000 Earnout Shares follow over five years on VWAP milestones of $12.00 (1,000,000 shares), $13.50 (1,333,333) and $15.00 (1,666,667), with a further tranche of 2,000,000.

An ATAK unit is unusually fractional: it carries one Class A share, one warrant and one right, where two warrants are needed to purchase one Class A share and ten rights to receive one. On top of the base consideration DIH stockholders may receive up to 6,000,000 Earnout Shares over the five years after closing, of which the first tranche of 1,000,000 requires the VWAP of New DIH Class A common stock to equal or exceed $12.00 for any 20 Trading Days. Class B ordinary shares convert one-for-one at the domestication and again into Class A immediately before the combination.

The unit economics dilute in fractions: two ATAK warrants are needed to buy one Class A share and ten rights convert into one Class A share, so the 26,670,000 registered warrants stand for far fewer shares than the count suggests. On top of the base consideration, DIH stockholders may receive up to 6,000,000 Earnout Shares during the five years from the closing, the first 1,000,000 of them if the volume weighted average price reaches or exceeds $12.00 for any 20 trading days in that period. Class B ordinary shares convert one-for-one and then into Class A before the combination.

The unit mechanics dilute in fractions: two ATAK warrants buy one Class A share and ten rights convert into one Class A share, so the 26,670,000 registered warrants stand for far fewer shares than their count suggests, and each unit yields one share, one warrant and one right. Up to 6,000,000 Earnout Shares may follow over the five years from closing, beginning with 1,000,000 if the volume weighted average price reaches or exceeds $12.00 for any 20 trading days and 1,333,333 at the next milestone.