Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Registrant Name | AURORA TECHNOLOGY ACQUISITION CORP. |
Entity Central Index Key | 0001883788 |
Entity Tax Identification Number | 98-1624542 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 4 Embarcadero Center |
Entity Address, Address Line Two | Suite 1449 |
Entity Address, City or Town | San Francisco |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94105 |
City Area Code | (345) |
Local Phone Number | 745-5000 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 3rd Floor |
Entity Address, Address Line Two | One Capital Place |
Entity Address, Address Line Three | PO Box 10190 |
Entity Address, City or Town | George Town |
Entity Address, Country | KY |
Entity Address, Postal Zip Code | KY1-1002 |
Contact Personnel Name | Zachary Wang |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||||
Cash and cash equivalents | $ 6,193 | $ 191,103 | $ 65,373 | ||
Prepaid expenses – current | 84,597 | 284,597 | |||
Total current assets | 90,790 | 475,700 | 65,373 | ||
Non-current assets: | |||||
Cash and marketable securities held in Trust Account | 60,198,874 | 206,879,903 | |||
Deferred offering costs | 307,402 | ||||
Total non-current assets | 60,198,874 | 206,879,903 | 307,402 | ||
Total assets | 60,289,664 | 207,355,603 | 372,775 | ||
Current liabilities: | |||||
Accounts payable | 434,496 | 30,132 | |||
Accrued expenses | 1,781,983 | 357,026 | |||
Accounts payable and accrued expenses | 387,158 | 9,947 | |||
Accrued offering costs | 50,000 | 50,000 | 104,990 | ||
Total current liabilities | 3,116,479 | 437,158 | 357,738 | ||
Non-current liabilities: | |||||
Warrant liabilities | 376,820 | 589,420 | |||
Deferred underwriter fee payable | 7,070,000 | 7,070,000 | |||
Total non-current liabilities | 7,446,820 | 7,659,420 | |||
Total liabilities | 10,563,299 | 8,096,578 | 357,738 | ||
Commitments and contingencies (Note 15) | |||||
Class A ordinary shares subject to possible redemption; $0.0001 par value; 500,000,000 shares authorized; 20,200,000 and no shares issued and outstanding subject to possible redemption at December 31, 2022 and 2021, at redemption value of $10.24 and $0 per share, respectively | 60,198,874 | 206,879,903 | |||
Equity (Deficit): | |||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |||||
Additional paid-in capital | 24,425 | ||||
Accumulated deficit | (10,473,044) | (7,621,413) | (9,963) | ||
Net parent company investment | |||||
Accumulated other comprehensive income | |||||
Total (deficit) | (10,472,509) | $ (9,521,134) | (7,620,878) | $ (8,267,493) | 15,037 |
Total liabilities and (deficit) | 60,289,664 | 207,355,603 | 372,775 | ||
DIH Holding US, Inc. [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 1,506,000 | 5,560,000 | 3,308,000 | ||
Restricted cash | 495,000 | 415,000 | 379,000 | ||
Accounts receivable, net of allowances of $1,771 and $1,091 respectively | 5,775,000 | 6,079,000 | 6,444,000 | ||
Inventories, net | 7,760,000 | 6,121,000 | 4,792,000 | ||
Due from related party | 420,000 | 7,400,000 | 7,600,000 | ||
Other current assets | 5,187,000 | 5,210,000 | 2,911,000 | ||
Total current assets | 21,143,000 | 30,785,000 | 25,434,000 | ||
Non-current assets: | |||||
Property, and equipment, net | 746,000 | 826,000 | 909,000 | ||
Capitalized software, net | 2,257,000 | 2,203,000 | 2,176,000 | ||
Other intangible assets, net | 380,000 | 380,000 | |||
Operating lease, right-of-use assets, net | 5,134,000 | 3,200,000 | 4,807,000 | ||
Deferred tax assets | 1,000 | 618,000 | |||
Other assets | 46,000 | 39,000 | 77,000 | ||
Total assets | 29,706,000 | 37,434,000 | 34,021,000 | ||
Current liabilities: | |||||
Accounts payable | 4,078,000 | 3,200,000 | 3,580,000 | ||
Employee compensation | 3,501,000 | 3,678,000 | 3,916,000 | ||
Due to related party | 184,000 | 7,322,000 | 5,547,000 | ||
Current maturities of long-term debt | 1,752,000 | 1,514,000 | 1,267,000 | ||
Revolving credit facilities | 12,033,000 | 12,976,000 | 15,812,000 | ||
Current portion of deferred revenue | 7,146,000 | 9,374,000 | 4,713,000 | ||
Current portion of long-term operating lease | 1,667,000 | 1,255,000 | 1,743,000 | ||
Advance payments from customers | 9,171,000 | 6,878,000 | 4,211,000 | ||
Accrued expenses and other current liabilities | 10,860,000 | 12,411,000 | 8,053,000 | ||
Total current liabilities | 50,392,000 | 58,608,000 | 48,842,000 | ||
Non-current liabilities: | |||||
Long-term debt, net of current maturities | 489,000 | 1,707,000 | |||
Non-current deferred revenues | 4,845,000 | 2,282,000 | 3,029,000 | ||
Long-term operating lease | 3,492,000 | 1,970,000 | 3,099,000 | ||
Deferred tax liabilities | 400,000 | 391,000 | 970,000 | ||
Other non-current liabilities | 3,335,000 | 2,748,000 | 2,796,000 | ||
Total liabilities | 62,464,000 | 66,488,000 | 60,443,000 | ||
Equity (Deficit): | |||||
Accumulated deficit | 32,758 | 29,054 | |||
Net parent company investment | (36,363,000) | (32,977,000) | (30,503,000) | ||
Accumulated other comprehensive income | 3,605,000 | 3,923,000 | 4,081,000 | ||
Total (deficit) | (32,758,000) | (29,054,000) | (26,422,000) | ||
Total liabilities and (deficit) | 29,706,000 | $ 37,434,000 | $ 34,021,000 | ||
Common Class A [Member] | |||||
Equity (Deficit): | |||||
Ordinary shares | 30 | 30 | |||
Common Class B [Member] | |||||
Equity (Deficit): | |||||
Ordinary shares | 505 | 505 | 575 | ||
Related Party [Member] | |||||
Current liabilities: | |||||
Promissory note – related party | $ 850,000 | $ 242,801 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
DIH Holding US, Inc. [Member] | |||||
Allowance for accounts receivable | $ 1,186 | $ 1,771 | $ 1,091 | ||
Common Class A [Member] | |||||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Temporary equity, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Temporary equity, shares issued | 5,670,123 | 20,200,000 | 0 | ||
Temporary equity, shares outstanding | 5,670,123 | 20,200,000 | 0 | ||
Temporary equity, redemption price per share | $ 10.62 | $ 10.24 | $ 0 | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common stock, shares, issued | 303,000 | 303,000 | 0 | ||
Common stock, shares, outstanding | 303,000 | 303,000 | 0 | ||
Common Class B [Member] | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Common stock, shares, issued | 5,050,000 | 5,050,000 | 5,750,000 | ||
Common stock, shares, outstanding | 5,050,000 | 5,050,000 | 5,750,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Cost of sales | $ 24,264,000 | ||||||||
Gross profit | 24,774,000 | ||||||||
Operating expenses: | |||||||||
Selling, general, and administrative expense | 27,276,000 | ||||||||
Total operating expenses | 35,232,000 | ||||||||
Formation and operating costs | $ 837,555 | $ 193,673 | $ 9,963 | $ 2,389,231 | $ 991,071 | $ 1,705,315 | |||
Operating loss | (837,555) | (193,673) | (9,963) | (2,389,231) | (991,071) | (1,705,315) | (10,458,000) | ||
Other income (expense): | |||||||||
Change in fair value of warrant liability | 291,180 | 1,139,452 | 212,600 | 4,776,047 | 5,191,127 | ||||
Gain on extinguishment of over-allotment liability | 258,440 | 258,440 | |||||||
Dividend income on marketable securities held in Trust Account | 697,219 | 253,141 | 1,966,104 | 253,141 | 2,859,903 | ||||
Total other expense | 988,399 | 1,392,593 | 2,178,704 | 5,287,628 | 8,309,470 | ||||
Loss before income taxes | (11,357,000) | ||||||||
Net income (loss) | 150,844 | 1,198,920 | $ (9,963) | $ (210,527) | $ 4,296,557 | $ 6,604,155 | (12,053,000) | ||
DIH Holding US, Inc. [Member] | |||||||||
Revenue | 13,174,000 | 7,870,000 | $ 54,998,000 | 49,038,000 | |||||
Cost of sales | 6,892,000 | 3,333,000 | 20,456,000 | 24,264,000 | |||||
Gross profit | 6,282,000 | 4,537,000 | 34,542,000 | 24,774,000 | |||||
Operating expenses: | |||||||||
Selling, general, and administrative expense | 6,693,000 | 5,966,000 | 26,415,000 | 27,276,000 | |||||
Research and development | 1,788,000 | 2,190,000 | 8,345,000 | 7,956,000 | |||||
Total operating expenses | 8,481,000 | 8,156,000 | 34,760,000 | 35,232,000 | |||||
Operating loss | (2,199,000) | (3,619,000) | (218,000) | (10,458,000) | |||||
Other income (expense): | |||||||||
Interest expense | (232,000) | (212,000) | (780,000) | (517,000) | |||||
Other income (expense), net | (705,000) | 501,000 | 667,000 | (382,000) | |||||
Total other expense | (937,000) | 289,000 | (113,000) | (899,000) | |||||
Loss before income taxes | (3,136,000) | (3,330,000) | (331,000) | (11,357,000) | |||||
Income tax expense | 226,000 | 628,000 | 2,030,000 | 696,000 | |||||
Net income (loss) | $ (3,362,000) | $ (3,958,000) | $ (2,361,000) | $ (12,053,000) | |||||
Common Class A [Member] | |||||||||
Other income (expense): | |||||||||
Basic weighted average shares outstanding | 5,670,123 | 20,200,000 | 8,800,870 | 15,847,514 | 18,041,644 | ||||
Diluted weighted average shares outstanding | 5,670,123 | 20,200,000 | 8,800,870 | 15,847,514 | 18,041,644 | ||||
Basic net (loss) income per share | $ 0.01 | $ 0.05 | $ (0.01) | $ 0.20 | $ 0.28 | ||||
Diluted net (loss) income per share | $ 0.01 | $ 0.05 | $ (0.01) | $ 0.20 | $ 0.28 | ||||
Nonredeemable Common Stock [Member] | |||||||||
Other income (expense): | |||||||||
Basic weighted average shares outstanding | 5,353,000 | 5,353,000 | 5,000,000 | 5,353,000 | 5,276,939 | 5,315,282 | |||
Diluted weighted average shares outstanding | 5,353,000 | 5,353,000 | 5,000,000 | 5,353,000 | 5,276,939 | 5,315,282 | |||
Basic net (loss) income per share | $ 0.01 | $ 0.05 | $ 0 | $ (0.01) | $ 0.20 | $ 0.28 | |||
Diluted net (loss) income per share | $ 0.01 | $ 0.05 | $ 0 | $ (0.01) | $ 0.20 | $ 0.28 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Ordinary Shares Subject To Possible Redemption [Member] Common Class A [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Net Parent Company Investment [Member] DIH Holding US, Inc. [Member] | AOCI Attributable to Parent [Member] DIH Holding US, Inc. [Member] | DIH Holding US, Inc. [Member] | Total |
Balance, value at Mar. 31, 2020 | $ (7,420,000) | $ (296,000) | |||||||
Net income (loss) | |||||||||
Balance, value at Mar. 31, 2021 | (18,271,000) | 2,086,000 | $ (16,185,000) | ||||||
Net income (loss) | (12,053,000) | (12,053,000) | $ (12,053,000) | ||||||
Other comprehensive loss, net of tax | 1,995,000 | 1,995,000 | |||||||
Net transactions with parent | (179,000) | (179,000) | |||||||
Balance, value at Mar. 31, 2022 | $ 204,020,000 | $ 30 | $ 505 | $ (8,268,028) | (30,503,000) | 4,081,000 | (26,422,000) | (8,267,493) | |
Balance, shares at Mar. 31, 2022 | 20,200,000 | 303,000 | 5,050,000 | ||||||
Balance, value at Aug. 05, 2021 | |||||||||
Balance, shares at Aug. 05, 2021 | |||||||||
Net income (loss) | (9,963) | (9,963) | |||||||
Issuance of Class B ordinary shares to Sponsor | $ 575 | 24,425 | 25,000 | ||||||
Issuance of Class B ordinary shares to Sponsor, shares | 5,750,000 | ||||||||
Balance, value at Dec. 31, 2021 | $ 575 | 24,425 | (9,963) | 15,037 | |||||
Balance, shares at Dec. 31, 2021 | 5,750,000 | ||||||||
Remeasurement of Class A ordinary shares to redemption value at IPO | $ 30,006,587 | (18,650,885) | (11,355,702) | (30,006,587) | |||||
Net income (loss) | 3,097,637 | 3,097,637 | |||||||
Issuance of Class A ordinary shares | $ 174,013,413 | ||||||||
Issuance of Class A ordianry shares, shares | 20,200,000 | ||||||||
Forfeiture of Class B ordinary shares issued to Sponsor | $ (70) | 70 | |||||||
Forfeiture of Class B shares issued to Sponsor, shares | (700,000) | ||||||||
Issuance of representative shares | $ 30 | 3,029,970 | 3,030,000 | ||||||
Issuance of Representative Shares, shares | 303,000 | ||||||||
Rights underlying the Units | 15,596,420 | 15,596,420 | |||||||
Balance, value at Mar. 31, 2022 | $ 204,020,000 | $ 30 | $ 505 | (8,268,028) | (30,503,000) | 4,081,000 | (26,422,000) | (8,267,493) | |
Balance, shares at Mar. 31, 2022 | 20,200,000 | 303,000 | 5,050,000 | ||||||
Balance, value at Dec. 31, 2021 | $ 575 | 24,425 | (9,963) | 15,037 | |||||
Balance, shares at Dec. 31, 2021 | 5,750,000 | ||||||||
Net income (loss) | 4,296,557 | ||||||||
Balance, value at Jun. 30, 2022 | $ 204,273,141 | $ 30 | $ 505 | (7,322,249) | (34,468,000) | 4,713,000 | (29,755,000) | (7,321,714) | |
Balance, shares at Jun. 30, 2022 | 20,200,000 | 303,000 | 5,050,000 | ||||||
Balance, value at Dec. 31, 2021 | $ 575 | 24,425 | (9,963) | 15,037 | |||||
Balance, shares at Dec. 31, 2021 | 5,750,000 | ||||||||
Remeasurement of Class A ordinary shares to redemption value at IPO | $ 32,866,490 | (18,650,885) | (14,215,605) | (32,866,490) | |||||
Net income (loss) | 6,604,155 | 6,604,155 | |||||||
Issuance of Class A ordinary shares | $ 174,013,413 | ||||||||
Issuance of Class A ordianry shares, shares | 20,200,000 | ||||||||
Forfeiture of Class B ordinary shares issued to Sponsor | $ (70) | 70 | |||||||
Forfeiture of Class B shares issued to Sponsor, shares | (700,000) | ||||||||
Issuance of representative shares | $ 30 | 3,029,970 | 3,030,000 | ||||||
Issuance of Representative Shares, shares | 303,000 | ||||||||
Rights underlying the Units | 15,596,420 | 15,596,420 | |||||||
Balance, value at Dec. 31, 2022 | $ 206,879,903 | $ 30 | $ 505 | (7,621,413) | (7,620,878) | ||||
Balance, shares at Dec. 31, 2022 | 20,200,000 | 303,000 | 5,050,000 | ||||||
Balance, value at Mar. 31, 2022 | $ 204,020,000 | $ 30 | $ 505 | (8,268,028) | (30,503,000) | 4,081,000 | (26,422,000) | (8,267,493) | |
Balance, shares at Mar. 31, 2022 | 20,200,000 | 303,000 | 5,050,000 | ||||||
Remeasurement of Class A ordinary shares to redemption value at IPO | $ 253,141 | (253,141) | (253,141) | ||||||
Net income (loss) | 1,198,920 | (3,958,000) | (3,958,000) | 1,198,920 | |||||
Other comprehensive loss, net of tax | 632,000 | 632,000 | |||||||
Net transactions with parent | (7,000) | (7,000) | |||||||
Balance, value at Jun. 30, 2022 | $ 204,273,141 | $ 30 | $ 505 | (7,322,249) | (34,468,000) | 4,713,000 | (29,755,000) | (7,321,714) | |
Balance, shares at Jun. 30, 2022 | 20,200,000 | 303,000 | 5,050,000 | ||||||
Balance, value at Mar. 31, 2022 | $ 204,020,000 | $ 30 | $ 505 | (8,268,028) | (30,503,000) | 4,081,000 | (26,422,000) | (8,267,493) | |
Balance, shares at Mar. 31, 2022 | 20,200,000 | 303,000 | 5,050,000 | ||||||
Net income (loss) | (2,361,000) | (2,361,000) | |||||||
Other comprehensive loss, net of tax | (158,000) | (158,000) | |||||||
Net transactions with parent | (113,000) | (113,000) | |||||||
Balance, value at Mar. 31, 2023 | $ 59,096,655 | $ 30 | $ 505 | (9,521,669) | (32,977,000) | 3,923,000 | (29,054,000) | (9,521,134) | |
Balance, shares at Mar. 31, 2023 | 5,670,123 | 303,000 | 5,050,000 | ||||||
Balance, value at Dec. 31, 2022 | $ 206,879,903 | $ 30 | $ 505 | (7,621,413) | (7,620,878) | ||||
Balance, shares at Dec. 31, 2022 | 20,200,000 | 303,000 | 5,050,000 | ||||||
Redemption of Class A ordinary shares | $ (149,322,133) | ||||||||
Redemption of Class A ordinary shares, shares | (14,529,877) | ||||||||
Remeasurement of Class A ordinary shares to redemption value at IPO | $ 1,538,885 | (1,538,885) | (1,538,885) | ||||||
Net income (loss) | (361,371) | (3,362,000) | (361,371) | ||||||
Balance, value at Mar. 31, 2023 | $ 59,096,655 | $ 30 | $ 505 | (9,521,669) | (32,977,000) | 3,923,000 | (29,054,000) | (9,521,134) | |
Balance, shares at Mar. 31, 2023 | 5,670,123 | 303,000 | 5,050,000 | ||||||
Balance, value at Dec. 31, 2022 | $ 206,879,903 | $ 30 | $ 505 | (7,621,413) | (7,620,878) | ||||
Balance, shares at Dec. 31, 2022 | 20,200,000 | 303,000 | 5,050,000 | ||||||
Net income (loss) | (210,527) | ||||||||
Balance, value at Jun. 30, 2023 | $ 60,198,874 | $ 30 | $ 505 | (10,473,044) | (36,363,000) | 3,605,000 | (32,758,000) | (10,472,509) | |
Balance, shares at Jun. 30, 2023 | 5,670,123 | 303,000 | 5,050,000 | ||||||
Balance, value at Mar. 31, 2023 | $ 59,096,655 | $ 30 | $ 505 | (9,521,669) | (32,977,000) | 3,923,000 | (29,054,000) | (9,521,134) | |
Balance, shares at Mar. 31, 2023 | 5,670,123 | 303,000 | 5,050,000 | ||||||
Remeasurement of Class A ordinary shares to redemption value at IPO | $ 1,102,219 | (1,102,219) | (1,102,219) | ||||||
Net income (loss) | 150,844 | (3,362,000) | (3,362,000) | 150,844 | |||||
Other comprehensive loss, net of tax | (318,000) | (318,000) | |||||||
Net transactions with parent | (24,000) | (24,000) | |||||||
Balance, value at Jun. 30, 2023 | $ 60,198,874 | $ 30 | $ 505 | $ (10,473,044) | $ (36,363,000) | $ 3,605,000 | $ (32,758,000) | $ (10,472,509) | |
Balance, shares at Jun. 30, 2023 | 5,670,123 | 303,000 | 5,050,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||||||||
Net income (loss) | $ 150,844 | $ 1,198,920 | $ (9,963) | $ (210,527) | $ 4,296,557 | $ 6,604,155 | $ (12,053,000) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Dividend income on marketable securities held in Trust Account | (1,966,104) | (253,141) | (2,859,903) | |||||
Allocation of deferred offering costs for warrant liability | 516,746 | 516,746 | ||||||
Change in fair value of warrant liability | (291,180) | (1,139,452) | (212,600) | (4,776,047) | (5,191,127) | |||
Gain on extinguishment of over-allotment liability | (258,440) | (258,440) | ||||||
Payment of advertising and marketing costs by Sponsor | 17 | |||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 200,000 | (566,336) | (284,597) | |||||
Accounts payable and accrued expenses | 9,947 | 1,829,321 | 130,252 | 377,211 | ||||
Net cash provided by (used) in operating activities | 1 | (359,910) | (910,409) | (1,095,955) | ||||
Cash flows from investing activities: | ||||||||
Investment of cash in Trust Account | (204,020,000) | |||||||
Purchase of marketable securities held in Trust Account | (675,000) | |||||||
Redemption of marketable securities held in Trust Account | 149,322,133 | |||||||
Dividends received from interest earned on marketable securities held in Trust Account | (204,020,000) | |||||||
Net cash used in investing activities | 148,647,133 | (204,020,000) | (204,020,000) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of Class A ordinary shares to Sponsor | 202,000,000 | 202,000,000 | ||||||
Proceeds from sale of Private Warrants | 6,470,000 | 6,470,000 | ||||||
Proceeds from Promissory Note | 150,000 | |||||||
Payment of Promissory Note | (242,801) | |||||||
Payment of underwriting fee | (2,525,000) | (2,525,000) | ||||||
Proceeds from promissory note – related party | 850,000 | |||||||
Payment of promissory note – related party | (242,801) | |||||||
Payment of offering costs | (84,628) | (446,002) | (460,514) | |||||
Payment of redemption on Class A ordinary shares | (149,322,133) | |||||||
Net cash (used in) provided by financing activities | 65,372 | (148,472,133) | 205,256,197 | 205,241,685 | ||||
Net increase in cash, and cash equivalents, and restricted cash | 65,373 | (184,910) | 325,788 | 125,730 | ||||
Cash, and cash equivalents, and restricted cash - beginning of year | 191,103 | 65,373 | 65,373 | |||||
Total cash, and cash equivalents, and restricted cash - end of year | 6,193 | 391,161 | 65,373 | 6,193 | 391,161 | 191,103 | ||
Cash and cash equivalents - end of year | 6,193 | 65,373 | 6,193 | 191,103 | ||||
Supplemental disclosure of non-cash investing and financing activity: | ||||||||
Initial measurement of Class A ordinary shares subject to possible redemption | 174,013,413 | 174,013,413 | ||||||
Initial measurement of public warrants and private placement warrants | 5,780,547 | 5,780,547 | ||||||
Deferred underwriting fee payable | 7,070,000 | 7,070,000 | ||||||
Remeasurement of Class A ordinary shares subject to possible redemption | 2,641,104 | 30,259,728 | 32,866,490 | |||||
Forfeiture of Founder Shares | (70) | |||||||
Forfeiture of Representative Shares | (70) | |||||||
Issuance of Representative Shares | 30 | 30 | ||||||
Deferred offering costs included in accrued offering costs | 104,990 | 64,512 | 50,000 | |||||
Non-cash borrowings against the promissory note | 92,801 | |||||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 | |||||||
DIH Holding US, Inc. [Member] | ||||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | (3,362,000) | (3,958,000) | $ (2,361,000) | (12,053,000) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 112,000 | 165,000 | 203,000 | 1,385,000 | ||||
Allowance for doubtful accounts | (585,000) | (185,000) | 680,000 | (549,000) | ||||
Allowance for inventory obsolescence | 663,000 | (8,000) | (1,641,000) | 2,315,000 | ||||
(Gain)/loss on disposal of fixed assets | (3,000) | (3,000) | 311,000 | |||||
Pension contributions | (158,000) | (149,000) | (592,000) | (526,000) | ||||
Pension income | 66,000 | (105,000) | (417,000) | (282,000) | ||||
Foreign exchange (gain)/loss | 703,000 | (501,000) | (667,000) | 292,000 | ||||
Noncash lease expense | 494,000 | 471,000 | 1,785,000 | 1,882,000 | ||||
Noncash interest expense | 2,000 | 45,000 | 145,000 | |||||
Deferred income tax | 3,000 | (52,000) | 70,000 | 55,000 | ||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 935,000 | 2,901,000 | (483,000) | 3,462,000 | ||||
Inventories | (2,142,000) | (457,000) | 244,000 | 3,189,000 | ||||
Due from related parties | (84,000) | 103,000 | (2,282,000) | |||||
Due to related parties | (27,000) | 1,808,000 | (245,000) | |||||
Other assets | 547,000 | (172,000) | (2,325,000) | 1,402,000 | ||||
Operating lease liabilities | 1,768,000 | (308,000) | (1,670,000) | (1,860,000) | ||||
Accounts payable | 87,000 | 54,000 | 345,000 | (1,109,000) | ||||
Employee compensation | (232,000) | 1,389,000 | (183,000) | 1,571,000 | ||||
Other liabilities | (2,062,000) | 426,000 | 417,000 | 899,000 | ||||
Deferred revenue | 228,000 | (455,000) | 4,074,000 | (462,000) | ||||
Advance payments from customers | 2,256,000 | (9,000) | 2,666,000 | 3,063,000 | ||||
Accrued expense and other current liabilities | (1,725,000) | 1,217,000 | 4,130,000 | (1,347,000) | ||||
Net cash provided by (used) in operating activities | (2,402,000) | 195,000 | 6,183,000 | (744,000) | ||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (26,000) | (19,000) | (83,000) | (742,000) | ||||
Capitalized software development costs | (80,000) | (227,000) | ||||||
Net cash used in investing activities | (26,000) | (19,000) | (163,000) | (969,000) | ||||
Cash flows from financing activities: | ||||||||
Proceeds on credit facilities | 2,728,000 | |||||||
Payments on credit facilities | (1,322,000) | (842,000) | (2,723,000) | (683,000) | ||||
Payments on long term debt | (308,000) | (235,000) | (936,000) | |||||
Net cash (used in) provided by financing activities | (1,630,000) | (1,077,000) | (3,659,000) | 2,045,000 | ||||
Effect of currency translation on cash and cash equivalents | 84,000 | (230,000) | (73,000) | (110,000) | ||||
Net increase in cash, and cash equivalents, and restricted cash | (3,974,000) | (1,131,000) | 2,288,000 | 222,000 | ||||
Cash, and cash equivalents, and restricted cash - beginning of year | 5,975,000 | 3,687,000 | 3,687,000 | 3,465,000 | ||||
Total cash, and cash equivalents, and restricted cash - end of year | 2,001,000 | 2,556,000 | 2,001,000 | 2,556,000 | 5,975,000 | 3,687,000 | ||
Cash and cash equivalents - end of year | 1,506,000 | 2,163,000 | 1,506,000 | 2,163,000 | 5,560,000 | 3,308,000 | ||
Restricted cash - end of year | 495,000 | 393,000 | $ 495,000 | $ 393,000 | 415,000 | 379,000 | ||
Supplemental disclosure of cash flow information: | ||||||||
Interest paid | 230,000 | 167,000 | 779,000 | 372,000 | ||||
Income tax paid | $ 234,000 | $ 31,000 | ||||||
Supplemental disclosure of non-cash investing and financing activity: | ||||||||
Settlement of related party receivables and payables | $ 7,185,000 |
Combined Statements of Comprehe
Combined Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Net loss | $ 150,844 | $ 1,198,920 | $ (12,053,000) | |
DIH Holding US, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Net loss | (3,362,000) | (3,958,000) | $ (2,361,000) | (12,053,000) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments, net of tax provision of $(65) and $(88), respectively | 66,000 | 746,000 | 272,000 | 690,000 |
Pension liability adjustments | (384,000) | (114,000) | (430,000) | 1,305,000 |
Other comprehensive (loss) income | (318,000) | 632,000 | (158,000) | 1,995,000 |
Comprehensive loss | $ (3,680,000) | $ (3,326,000) | $ (2,519,000) | $ (10,058,000) |
Combined Statements of Compre_2
Combined Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Foreign currency translation, net of tax provision | $ 65 | $ 88 |
ORGANIZATION AND PLANS OF BUSIN
ORGANIZATION AND PLANS OF BUSINESS OPERATIONS | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
ORGANIZATION AND PLANS OF BUSINESS OPERATIONS | NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS Organization and General Aurora Technology Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on August 6, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Sponsor and Initial Financing As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Initial Public Offering was declared effective on February 7, 2022. On February 9, 2022, the Company consummated the Initial Public Offering of 20,200,000 200,000 10.00 202,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,470,000 1.00 6,470,000 Transaction costs related to the consummation of the IPO on February 9, 2022, amounted to $ 29,192,787 2,525,000 7,070,000 258,440 3,030,000 15,596,420 712,927 1,468,333 The Trust Account Following the closing of the Initial Public Offering on February 9, 2022 (“IPO Closing Date”), an amount of $ 204,020,000 10.10 185 12 24 On February 3, 2023 in connection with its Extraordinary General Meeting held on February 3, 2023 (the “February Extraordinary General Meeting”), the Company and Continental Stock Transfer & Trust Company (the “Trustee”) entered into Amendment No. 1 to the Investment Management Trust Agreement dated February 7, 2022 to allow the Company to extend the date by which it has to consummate a business combination six times for an additional one month each time from February 9, 2023 to August 9, 2023, extending the Combination period up to 24 months, if applicable, by depositing into the Trust Account for each one-month extension the lesser of $135,000 or $0.045 per share multiplied by the number of public shares then outstanding. 675,000 Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80 Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter in connection with the IPO (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The decision as to whether the Company will seek shareholder approval of a Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the Company’s ordinary shares entitled to vote thereon are voted in favor of such Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause the Company’s net tangible assets to be less than $ 5,000,001 The Company has until February 7, 2024, to complete its initial Business Combination, if we exercise out right to extend as approved in the Extraordinary General Meeting held on July 27, 2023; provided the Company, by resolution of the board of directors if requested by the Sponsor, extends the period of time to consummate the initial Business Combination up to six times, each by an additional one month (for a total of up to 24 months from the date of the Initial Public Offering to complete the Business Combination), subject to the Sponsor depositing additional funds into the Trust Account (each one month period individually, an “Extension Period”) pursuant to the Company’s Amendment No. 1 to the Amended and Restated Memorandum of Association. If the Company does not complete a Business Combination by such date (or such longer period as described above), the Company shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $ 50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination by August 9, 2023, or within any applicable Extension Period. The Company’s “initial shareholders” (as defined below) have entered into a letter agreement with the Company, pursuant to which the initial shareholders have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 5) if the Company fails to complete its initial Business Combination by August 9, 2023, or within any applicable Extension Period. However, if any initial shareholders acquire Public Shares, such initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination by August 9, 2023, or within any applicable Extension Period. As used herein, the term “initial shareholders” refers to the holders of Founder Shares prior to the IPO. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.10 On February 26, 2023 (the “Signing Date”), Aurora Technology Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, as defined below) (“ATAK”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), among ATAK, Aurora Technology Merger Sub Corp., a Nevada corporation and a direct, wholly-owned subsidiary of ATAK (“Merger Sub”), and DIH Holding US, Inc., a Nevada corporation (“DIH”). ATAK and DIH are each individually referred to herein as a “Party” and, collectively, the “Parties.” The Business Combination Agreement has been approved by the board of directors of each of ATAK and Merger Sub and DIH, respectively. The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.” Following the time of the closing of the Business Combination (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), the combined company will be organized as a Delaware corporation, in which substantially all of the assets and the business of the combined company will be held by DIH. The combined company’s business will continue to operate through DIH and its subsidiaries. In connection with the Closing, ATAK will change its name to “DIH Holding US, Inc.” (such company after the Closing, “New DIH”). Liquidity and Going Concern As of June 30, 2023 and December 31, 2022, the Company had $ 6,193 191,103 (3,025,689) 38,542 The Company’s liquidity needs up to June 30, 2023 had been satisfied through a payment from the Sponsor of $ 25,000 0.0001 The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, adverse developments affecting the financial services industry, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. SCHEDULE OF RESTATEMENT ADJUSTMENT AND OTHER IMMATERIAL ADJUSTMENTS Combined Statement of Operations For the year ended March 31, 2022 As Previously Reported Adjustments As Restated Revenue $ 48,979 $ 59 2 $ 49,038 Cost of sales $ 22,750 $ 1,514 1 $ 24,264 Gross Profit $ 26,229 $ (1,455 ) 1,2 $ 24,774 Selling and administrative expense $ 27,633 $ (357 ) 1 $ 27,276 Total operating expenses $ 35,589 $ (357 ) 1 $ 35,232 Operating Loss $ (9,360 ) $ (1,098 ) 1,2 $ (10,458 ) Loss before income taxes $ (10,259 ) $ (1,098 ) 1,2 $ (11,357 ) Net loss $ (10,955 ) $ (1,098 ) 1,2 $ (12,053 ) The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. | NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS Organization and General Aurora Technology Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on August 6, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Sponsor and Initial Financing As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Initial Public Offering was declared effective on February 7, 2022. On February 9, 2022, the Company consummated the Initial Public Offering of 20,200,000 200,000 10.00 202,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,470,000 1.00 6,470,000 Transaction costs related to the consummation of the IPO on February 9, 2022, amounted to $ 29,192,787 2,525,000 7,070,000 258,440 3,030,000 15,596,420 712,927 1,468,333 The Trust Account Following the closing of the Initial Public Offering on February 9, 2022 (“IPO Closing Date”), an amount of $ 204,020,000 10.10 185 12 18 Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80 The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter in connection with the IPO (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The decision as to whether the Company will seek shareholder approval of a Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the Company’s ordinary shares entitled to vote thereon are voted in favor of such Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause the Company’s net tangible assets to be less than $ 5,000,001 The Company has until of February 9, 2023 (or until August 9, 2023 if the company exercises its right to extend the Combination Period six (6) times for an additional one (1) month each time (see Note 10)), to complete its initial Business Combination; provided the Company may, by resolution of the board of directors if requested by the Sponsor, extend the period of time to consummate the initial Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete the Business Combination), 10 50,000 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.10 Liquidity and Going Concern As of December 31, 2022, the Company had $ 191,103 38,542 The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment from the Sponsor of $ 25,000 0.0001 The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company has until February 9, 2023 (or until August 9, 2023 if the company exercises its right to extend the Combination Period six (6) times for an additional one (1) month each time (see Note 10)) to complete its initial Business Combination or else it will be subject to mandatory liquidation. conditions raise substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on market conditions, along with the ongoing conflict between Russia and Ukraine, and resulting market volatility and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. The ongoing conflict in Ukraine—along with the responses of the governments of the United States, European Union (“EU”) member states, the United Kingdom, and other nations—have the potential to materially adversely affect a potential target business’s operations or assets in—or (direct or indirect) dealings with parties organized or located within—Ukraine, Russia, and Belarus. Due to recent geopolitical developments, the United States, European Union, United Kingdom, and other nations have announced or threatened new sanctions and export restrictions targeting Russian and Belarusian individuals and entities, as well as disputed territories within Ukraine. Russia and its allies may respond with countermeasures, which could further restrict the target business’s operations in or related to the foregoing countries. It is unclear how long existing restrictions (and countermeasures) will remain in place or whether new restrictions (or countermeasures) may be imposed. Existing restrictions have negatively impacted the Russian economy, and there can be no guarantee that existing (or new) restrictions or countermeasures will not materially adversely affect the Russian (or global) economy. Any of the foregoing could have a material adverse impact on a potential target business’s financial condition, results of operations, or prospects. | ||
DIH Holding US, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
ORGANIZATION AND PLANS OF BUSINESS OPERATIONS | 1. Business and Organization ORGANIZATION AND PLANS OF BUSINESS OPERATIONS Description of Business DIH Holding US, Inc. and its subsidiaries (the “Company” or “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 including HOCOMA, a Switzerland-based global leader in robotics for rehabilitation, and MOTEK, a Netherlands-based global leader in sophisticated VR-enabled movement platform powered by real-time integration. DIH is positioning itself as a transformative total smart solutions provider and consolidator in a largely fragmented and manual-labor-driven industry. The Company’s fiscal year ends on March 31. Merger / Business Combination with Aurora Tech Acquisition Corp. On February 26, 2023, the Company and Aurora Tech Acquisition Corp. (“ATAK”), a special purpose acquisition company (“SPAC”), entered into a definitive business combination agreement (“Business Combination Agreement”) under which ATAK will combine with the Company to which is expected to be listed on Nasdaq. Prior to the closing, ATAK will re-domesticate from the Cayman Islands to become a Delaware corporation. At the closing, ATAK will acquire all of the outstanding equity interests of DIH, and stockholders of DIH will receive $ 250 10.00 In addition to the Aggregate Base Consideration, DIH stockholders may be entitled to receive up to 6,000,000 ● 1,000,000 12.00 20 ● 1,333,333 13.50 20 ● 1,666,667 15.00 20 ● 2,000,000 16.50 20 The transaction, which has been approved by the boards of directors of both the Company and ATAK, is expected to close in the third calendar quarter of 2023 and is subject to approval of ATAK shareholders as well as other customary closing conditions and regulatory approvals. Liquidity and Capital Resources As of June 30, 2023, the Company had $ 1,506 The Company’s net losses began in 2020 and continued through the three months ended June 30, 2023. The Company’s historical operating losses resulted in an accumulated deficit of $( 32,758 The Company’s gross revenue has increased by 67.4 7,870 13,174 The Company’s future liquidity needs may vary materially from those currently planned and will depend on many factors, including the more aggressive and expansive growth plan in the case of becoming a public company, or for any unforeseen reductions in demand. | 1. Business and Organization ORGANIZATION AND PLANS OF BUSINESS OPERATIONS Description of Business DIH Holding US, Inc. and its subsidiaries (the “Company” or “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 including HOCOMA, a Switzerland-based global leader in robotics for rehabilitation, and MOTEK, a Netherlands-based global leader in sophisticated VR-enabled movement platform powered by real-time integration. DIH is positioning itself as a transformative total smart solutions provider and consolidator in a largely fragmented and manual-labor-driven industry. The Company’s fiscal year ends on March 31. Merger / Business Combination with Aurora Tech Acquisition Corp. On February 26, 2023, the Company and Aurora Tech Acquisition Corp. (“ATAK”), a special purpose acquisition company (“SPAC”), entered into a definitive business combination agreement (“Business Combination Agreement”) under which ATAK will combine with the Company to which is expected to be listed on Nasdaq. Prior to the closing, ATAK will re-domesticate from the Cayman Islands to become a Delaware corporation. At the closing, ATAK will acquire all of the outstanding equity interests of DIH, and stockholders of DIH will receive $ 250 10.00 In addition to the Aggregate Base Consideration, DIH stockholders may be entitled to receive up to 6,000,000 ● 1,000,000 12.00 20 ● 1,333,333 13.50 20 ● 1,666,667 15.00 20 ● 2,000,000 16.50 20 The transaction, which has been approved by the boards of directors of both the Company and ATAK, is expected to close in the third calendar quarter of 2023 and is subject to approval of ATAK shareholders as well as other customary closing conditions and regulatory approvals. Liquidity and Capital Resources As of March 31, 2023, the Company had $ 5,560 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The Company’s net losses began in 2020 and continued through the year ended March 31, 2023. The Company’s historical operating losses resulted in an accumulated deficit of $( 29,054 The Company’s gross revenue has increased by 12.2 49,038 54,998 The Company’s future liquidity needs may vary materially from those currently planned and will depend on many factors, including the more aggressive and expansive growth plan in the case of becoming public company, or for any unforeseen reductions in demand. Restatement of Prior Year Financial Statements During the preparation of the Company’s combined financial statements for the year ended March 31, 2023, the Company discovered that certain intercompany transactions were not properly recorded during the year ended March 31, 2022. As a result, the Company had understated the cost of sales, with related overstatement of inventories, understatement of accrued expenses and other current liabilities, understatement of selling, general and administrative expenses in the previously issued audited financial statements for the year ended March 31, 2022. The Company concluded that the previously issued audited financial statements for the year ended March 31, 2022 should no longer be relied upon. A reconciliation from the previously issued financial statements to the restated amounts as of March 31, 2022 and for the year ended March 31, 2022 is included in the tables below. The Company’s previously issued financial statements are labeled as “As Previously Reported”. The amounts labeled “Adjustment” represent the effects of the restatement adjustments to correct the error discussed above and other immaterial errors. The adjustments related to the error in intercompany transactions discussed above are referred as adjustment 1 in the table. Also included in the amounts labeled “Adjustment” are the correction of certain other previously identified immaterial adjustments which are referred as adjustment 2 in the table. These immaterial adjustments are primarily related to omission of revenue from services of $ 59 632 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) SCHEDULE OF RESTATEMENT ADJUSTMENT AND OTHER IMMATERIAL ADJUSTMENTS Combined Statement of Operations For the year ended March 31, 2022 As Previously Reported Adjustments As Restated Revenue $ 48,979 $ 59 2 $ 49,038 Cost of sales $ 22,750 $ 1,514 1 $ 24,264 Gross Profit $ 26,229 $ (1,455 ) 1,2 $ 24,774 Selling and administrative expense $ 27,633 $ (357 ) 1 $ 27,276 Total operating expenses $ 35,589 $ (357 ) 1 $ 35,232 Operating Loss $ (9,360 ) $ (1,098 ) 1,2 $ (10,458 ) Loss before income taxes $ (10,259 ) $ (1,098 ) 1,2 $ (11,357 ) Net loss $ (10,955 ) $ (1,098 ) 1,2 $ (12,053 ) Combined Balance Sheet As of March 31, 2022 As Previously Reported Adjustments As Restated Accounts receivables, net $ 6,385 $ 59 2 $ 6,444 Inventories, net $ 5,559 $ (767 ) 1 $ 4,792 Total current assets $ 26,142 $ (708 ) 1,2 $ 25,434 Total assets $ 34,729 $ (708 ) 1,2 $ 34,021 Accounts payable $ 4,988 $ (1,408 ) 2 $ 3,580 Advance payments from customers $ - $ 4,211 2 $ 4,211 Accrued expenses and other current liabilities $ 10,749 $ (2,696 ) 1,2 $ 8,053 Total current liabilities $ 48,735 $ 107 1 $ 48,842 Total liabilities $ 60,336 $ 107 1 $ 60,443 Net parent company investment $ (30,031 ) $ (472 ) 1,2 $ (30,503 ) Accumulated other comprehensive income $ 4,424 $ (343 ) 1,2 $ 4,081 Total (deficit) $ (25,607 ) $ (815 ) 1,2 $ (26,422 ) Total liabilities and (deficit) $ 34,729 $ (708 ) 1,2 $ 34,021 Combined Statement of Comprehensive Loss For the year ended March 31, 2022 As Previously Reported Adjustments As Restated Net Loss $ (10,955 ) $ (1,098 ) 1,2 $ (12,053 ) Foreign currency translation adjustments, net of tax $ 407 $ 283 1 $ 690 Other comprehensive income $ 1,712 $ 283 1 $ 1,995 Comprehensive loss $ (9,243 ) $ (815 ) 1 $ (10,058 ) DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Combined Statement of Changes in Equity (Deficit) For the year ended March 31, 2022 Net Parent Company Investment Accumulated Other Comprehensive Income As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Balance, March 31, 2020 $ (8,046 ) $ 626 $ (7,420 ) $ 330 $ (626 ) $ (296 ) Net Loss - - - - - - Balance, March 31, 2021 $ (18,897 ) $ 626 $ (18,271 ) $ 2,712 $ (626 ) $ 2,086 Net Loss $ (10,955 ) $ (1,098 ) $ (12,053 ) $ - $ - $ - Net income (loss) $ (10,955 ) $ (1,098 ) $ (12,053 ) $ - $ - $ - Other comprehensive income, net of tax $ - $ - $ - $ 1,712 $ 283 $ 1,995 Balance, March 31, 2022 $ (30,031 ) $ (472 ) $ (30,503 ) $ 4,424 $ (343 ) $ 4,081 Combined Statement of Cash Flow For the year ended March 31, 2022 As Previously Reported Adjustments As Restated Net loss $ (10,955 ) $ (1,098 ) 1,2 $ (12,053 ) Pension income $ 1,013 $ (1,295 ) 2 $ (282 ) Accounts receivables, net $ 3,521 $ (59 ) 2 $ 3,462 Inventories $ 2,421 $ 768 1 $ 3,189 Accounts payable $ (339 ) $ (770 ) 2 $ (1,109 ) Other Liabilities $ (677 ) $ 1,576 1,2 $ 899 Advance payments from customers $ - $ 3,063 2 $ 3,063 Accrued expense and other current liabilities $ 838 $ (2,185 ) 1,2 $ (1,347 ) Net cash used in operating activities $ (744 ) $ - $ (744 ) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 19, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 9, 2022, an amount of $ 204,020,000 185 100% 24 24 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on February 9, 2022, offering costs totaling $ 29,192,787 2,525,000 7,070,000 258,440 3,030,000 15,596,420 712,927 265,808 10,300,559 Class A Ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On February 1, 2023, certain investors redeemed 14,529,877 149,322,133 5,670,123 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of June 30, 2023, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Redemption of Class A ordinary shares (149,322,133 ) Re-measurement of Class A ordinary shares subject to possible redemption 35,507,594 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 60,198,874 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income (loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class A ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class A ordinary shares outstanding for the period. Non-redeemable Class A ordinary shares include the representative shares issued to Maxim at the closing of the initial public offering. For non-redeemable Class B ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of June 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE 2023 2022 Three Months Ended June 30, 2023 2022 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net income attributable to Class A ordinary shares subject to possible redemption $ 77,592 $ 947,763 Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 5,670,123 20,200,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption 0.01 0.05 Non-redeemable ordinary shares Numerator: income attributable to non-redeemable Class A and Class B ordinary shares Net income attributable to non-redeemable Class A and Class B ordinary shares $ 73,252 $ 251,157 Denominator: weighted average non-redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 5,353,000 5,353,000 Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ 0.01 $ 0.05 2023 2022 Six Months Ended June 30, 2023 2022 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net (loss) income attributable to Class A ordinary shares subject to possible redemption $ (130,906 ) $ 3,223,267 Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,800,870 15,847,514 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (0.01 ) 0.20 Non-redeemable ordinary shares Numerator: income attributable to non-redeemable Class A and Class B ordinary shares Net (loss) income attributable to non-redeemable Class A and Class B ordinary shares $ (79,621 ) $ 1,073,290 Denominator: weighted average non-redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 5,353,000 5,276,939 Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ (0.01 ) $ 0.20 Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warranty Liability The Company accounted for the 26,670,000 Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020- 06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 9, 2022, an amount of $ 204,020,000 185 100 12 12 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on February 9, 2022, offering costs totaling $ 29,192,787 2,525,000 7,070,000 258,440 3,030,000 15,596,420 712,927 265,808 10,300,559 Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of December 31, 2022, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Re-measurement of Class A ordinary shares subject to possible redemption 32,866,490 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 206,879,903 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class A ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class A ordinary shares outstanding for the period. Nonredeemable Class A ordinary shares include the representative shares issued to Maxim at the closing of the initial public offering. For non-redeemable Class B ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Nonredeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share as of December 31, 2022 and 2021 (in dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE 2022 2021 Twelve Months Ended 2022 2021 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net income $ 5,101,263 $ — Net income attributable to Class A ordinary shares subject to possible redemption $ 5,101,263 $ — Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 18,041,644 — Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.28 $ — Non-redeemable ordinary shares Numerator: net income (loss) Net income (loss) $ 1,502,892 $ (9,963 ) Net income (loss) attributable to non-redeemable Class A and Class B ordinary shares $ 1,502,892 $ (9,963 ) Denominator: weighted average non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 5,315,282 5,000,000 Basic and diluted net income (loss) per share, non-redeemable ordinary shares $ 0.28 $ (0.00 ) Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warranty Liability The Company accounted for the 26,670,000 Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | ||
DIH Holding US, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Summary of Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company has historically existed and functioned as part of the business of DIH Technology Ltd. (“DIH Cayman” or the “Parent”). The accompanying combined financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The combined financial statements reflect the results of certain DIH Cayman legal entities subject to the potential business combination with ATAK, as explicitly stated in the Business Combination Agreement. These legal entities include DIH Holding US (which is prepared on a consolidated basis), Hocoma AG and Motekforce Link BV and their respective subsidiaries. Each of these legal entities’ respective historical operations, including results of operations, assets and liabilities, and cash flows have been fully reflected in these combined financial statements. While the Company’s businesses have historically functioned together with the other businesses controlled by DIH Cayman, the Company’s businesses are largely isolated and not dependent on corporate or other support functions. DIH Cayman does not have significant corporate or operational activity and does not have shared services that it provides to its subsidiaries. The Company considered allocations from the Parent and its subsidiaries but they are insignificant because of the organizational structure such that these combined financial statements are comprised of legal entities that had complete standalone financial statements available. During the three months ended June 30, 2023 and 2022, the Company and DIH International (“DIH Hong Kong”) were subsidiaries of DIH Cayman and were under common control of DIH Cayman. Significant intercompany transactions and balances have been eliminated on combination. In preparation of the combined financial statement information presented herein, the Company evaluated its transactions with DIH Cayman to determine if they are to be included in the combined financial statement information presented. Transactions with DIH China, a subsidiary of DIH Hong Kong, related to distribution services provided to the Company are disclosed as related party transactions in Note 12. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly and indirectly, to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements of subsidiaries are included in the combined financial statements from the date that control commences until the date that control ceases. These companies are controlled by common owners and management. The deficit balance in these combined financial statements represents the excess of total liabilities over total assets, including intercompany balances between us and related parties (net parent company investment) and accumulated other comprehensive loss. Net parent company investment is primarily impacted by contributions from related parties which are the result of net funding provided by or distributed to related parties. The total net effect of the settlement of related party intercompany transactions is reflected in the combined statements of cash flows as a financing activity and in the combined balance sheets as net parent company investment. Unaudited Interim Condensed Combined Financial Information The accompanying condensed combined balance sheet as of June 30, 2023, the condensed combined statements of operations for the three months ended June 30, 2023 and 2022, the condensed combined statements of comprehensive loss for the three months ended June 30, 2023 and 2022, the condensed combined statements of cash flows for the three months ended June 30, 2023 and 2022 and the condensed combined statements for the three months ended June 30, 2023 and 2022 are unaudited. The financial data and other information contained in the notes thereto as of and for the three months ended June 30, 2023 and 2022 are also unaudited. The unaudited interim condensed combined financial statements have been prepared on the same basis as the audited annual combined financial statements, and in the opinion of management, reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2023, the results of its operations for the three months ended June 30, 2023 and 2022 and its cash flows for the three months ended June 30, 2023 and 2022. These unaudited condensed combined financial statements should be read in conjunction with the audited combined financial statements as of and for the years ended March 31, 2023 and 2022, and the notes thereto, included elsewhere in this proxy statement/prospectus. The results for the three months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ended March 31, 2024, or any other interim periods, or any future year or period. The significant accounting policies used in preparation of these unaudited interim condensed combined financial statements are consistent with those described in the Company’s audited combined financial statements as of and for the years ended March 31, 2023 and 2022 included elsewhere in this proxy statement/prospectus and are updated below as necessary. Foreign Currency Reporting The functional currency for the Company’s non-U.S. subsidiaries is the local currency. The assets and liabilities of foreign subsidiaries are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. Revenues and expenses are translated at the average exchange rates for each respective reporting period. Adjustments resulting from translating local currency financial statements into U.S. dollars are reflected in accumulated other comprehensive loss in equity (deficit). Transactions denominated in currencies other than the functional currency are remeasured based on the exchange rates at the time of the transaction. Foreign currency gains and losses arising primarily from changes in exchange rates on foreign currency denominated intercompany transactions and balances between foreign locations are recorded in the combined statements of operations. Realized and unrealized gains (losses) resulting from transactions conducted in foreign currencies for the three months ended June 30, 2023 and 2022 were $( 703 501 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates made by management in connection with the preparation of the accompanying combined financial statements include the useful lives of long-lived assets, inventory valuations, the allocation of transaction price among various performance obligations, the allowance for doubtful accounts, the fair value of financial assets, liabilities, actuarial valuation of pensions and realizability of deferred income tax asset or liabilities. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk primarily consists of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with highly-rated financial institutions and limits the amount of credit exposure to any one entity. We believe we do not have any significant credit risk on our cash and cash equivalents. For accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers which is limited to the amounts recorded on the condensed combined balance sheets. The risk associated with this concentration is mitigated by our ongoing credit-review procedures and letters of credit or payment prior to shipment. Major customers are defined as those individually comprising more than 10 10.1 11.1 17.1 10 Accounting Pronouncements Recently Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | 2. Summary of Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company has historically existed and functioned as part of the business of DIH Technology Ltd. (“DIH Cayman” or the “Parent”). The accompanying combined financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The combined financial statements reflect the results of certain DIH Cayman legal entities subject to the potential business combination with ATAK, as explicitly stated in the Business Combination Agreement. These legal entities include DIH Holding US (which is prepared on a consolidated basis), Hocoma AG and Motekforce Link BV and their respective subsidiaries. Each of these legal entities’ respective historical operations, including results of operations, assets and liabilities, and cash flows have been fully reflected in these combined financial statements. While the Company’s businesses have historically functioned together with the other businesses controlled by DIH Cayman, the Company’s businesses are largely isolated and not dependent on corporate or other support functions. DIH Cayman does not have significant corporate or operational activity and does not have shared services that it provides to its subsidiaries. The Company considered allocations from the Parent and its subsidiaries but they are insignificant because of the organizational structure such that these combined financial statements are comprised of legal entities that had complete standalone financial statements available. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) During the years ended March 31, 2023 and 2022, the Company and DIH International (“DIH Hong Kong”) were subsidiaries of DIH Cayman and were under common control of DIH Cayman. Significant intercompany transactions and balances have been eliminated on combination. In preparation of the combined financial statement information presented herein, the Company evaluated its transactions with DIH Cayman to determine if they are to be included in the combined financial statement information presented. Transactions with DIH China, a subsidiary of DIH Hong Kong, related to distribution services provided to the Company are disclosed as related party transactions in Note 12. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly and indirectly, to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements of subsidiaries are included in the combined financial statements from the date that control commences until the date that control ceases. These companies are controlled by common owners and management. The deficit balance in these combined financial statements represents the excess of total liabilities over total assets, including intercompany balances between us and related parties (net parent company investment) and accumulated other comprehensive loss. Net parent company investment is primarily impacted by contributions from related parties which are the result of net funding provided by or distributed to related parties. The total net effect of the settlement of related party intercompany transactions is reflected in the combined statements of cash flows as a financing activity and in the combined balance sheets as net parent company investment. Foreign Currency Reporting The functional currency for the Company’s non-U.S. subsidiaries is the local currency. The assets and liabilities of foreign subsidiaries are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. Revenues and expenses are translated at the average exchange rates for each respective reporting period. Adjustments resulting from translating local currency financial statements into U.S. dollars are reflected in accumulated other comprehensive loss in equity (deficit). Transactions denominated in currencies other than the functional currency are remeasured based on the exchange rates at the time of the transaction. Foreign currency gains and losses arising primarily from changes in exchange rates on foreign currency denominated intercompany transactions and balances between foreign locations are recorded in the combined statements of operations. Realized and unrealized gains (losses) resulting from transactions conducted in foreign currencies for the years ended March 31, 2023 and 2022 were $ 667 292 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates made by management in connection with the preparation of the accompanying combined financial statements include the useful lives of long-lived assets, inventory valuations, the allocation of transaction price among various performance obligations, the allowance for doubtful accounts, the fair value of financial assets, liabilities, actuarial valuation of pensions and realizability of deferred income tax asset or liabilities. Actual results could differ from those estimates. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk primarily consists of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with highly-rated financial institutions and limits the amount of credit exposure to any one entity. We believe we do not have any significant credit risk on our cash and cash equivalents. For accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers which is limited to the amounts recorded on the combined balance sheets. The risk associated with this concentration is mitigated by our ongoing credit-review procedures and letters of credit or payment prior to shipment. Major customers are defined as those individually comprising more than 10 11.1 12.6 11.3 10 Revenue Recognition Sales are recognized as the performance obligations to deliver products or services are satisfied and are recorded based on the amount of consideration the Company expects to receive in exchange for satisfying the performance obligations. The Company’s sales are recognized primarily when it transfers control to the customer, which can be on the date of shipment of the product, the date of receipt of the product by the customer or upon completion of any required product installation service depending on the terms of the sales contracts and product shipping terms. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based upon a relative standalone selling price and recognizes the related revenue when or as control of each individual performance obligation is transferred to customers. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. Sales represent the amount of consideration the Company expects to receive from customers in exchange for transferring products and services. Net sales exclude sales tax, value added and other taxes the Company collects from customers. Sales for extended warranties are deferred and recognized as revenue on a straight-line basis over the warranty period. The Company extends terms of payment to its customers based on commercially reasonable terms for the markets of its customers, while also considering their credit quality. Shipping and handling costs charged to customers are included in net sales. Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers. These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications. Provisions for these warranty costs are recognized in the same period that the related revenue is recorded similar to other assurance-type warranties. Deferred revenue primarily represents service contracts and equipment maintenance, for which consideration is received in advance of when service for the device or equipment is provided, and a smaller component of product shipments where a residual installation service is to be completed. Revenue related to services contracts and equipment maintenance is recognized over the service period as time elapses. Revenues related to products containing an installation clause, are recognized once the item is confirmed installed. See Note 3 for further information on the Company’s deferred revenue balances and remaining performance obligations. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Revenues exclude any taxes that the Company collects from customers and remits to tax authorities. Amounts billed to customer for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of sales in the period in which revenue is recognized. The Company has elected a practical expedient under ASC 606 that allows for shipping and handling activities that occur after the customer has obtained control of a good to be accounted for as a fulfillment cost. The Company does not adjust the promised amount of consideration for the effects of a significant financing component, if, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. The Company exercises judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation. Typically, over-time revenue recognition is recognized on a straight-line basis over the service period, as a time-based measure of progress best reflects the Company’s performance in satisfying the performance obligation. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery. Warranties The Company generally provides warranties for its products from manufacturing defects on a limited basis for a period of one year after purchase, but also has extended warranties that are separately priced for periods of up to four years. During the term of the warranty, if the device fails to operate properly from defects in materials and workmanship, the Company will fix or replace the defective product. If the customer does not allow required scheduled maintenance of the product during the extended warranty contract terms, the contract is canceled. Cost of Sales Cost of sales is comprised of direct materials and supplies consumed in the manufacture of products, as well as manufacturing labor, depreciation expense and direct overhead expense necessary to acquire and convert the purchased materials and supplies into finished product. Cost of sales also includes the cost to distribute products to customers, inbound freight costs, warehousing costs and other shipping and handling activity, excluding shipping and handling to customers. Cost of service is comprised primarily of employee wages, benefits and related personnel expenses of our technical support team, our professional consulting personnel, and our training teams. Selling, General and Administrative Expenses Selling, general and administrative expense is primarily comprised of selling expenses, marketing expenses, administrative and other indirect overhead costs, and other miscellaneous operating items. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Research and Development Research and development costs are expensed when incurred except for production stage software research and development costs. Research and development costs include costs of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses. Accounts Receivable, net Accounts receivable, net in the accompanying combined balance sheets are presented net of allowances for doubtful accounts. The Company performs evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The standard terms and conditions include provisions of prepayments of up to 50% of the contract value prior to shipping the product to the customer. The Company evaluates the collectability of its accounts receivable based upon several factors, including historical experience, the likelihood of payment from its customers, and any other known specific factors associated with its customers. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for specific receivables if and when collection becomes doubtful. Allowances are made based upon a specific review of aged invoices as well as a review of the overall quality and age of those invoices not specifically reviewed. Uncollectible accounts are written-off against the allowance when it is deemed that a customer account is uncollectible. Fair Value Measurements The Company uses any of three valuation approaches to measure fair value: the market approach, the income approach, and the cost approach in determining the appropriate valuation methodologies based on the nature of the asset or liability being measured and the reliability of the inputs used in arriving at fair value. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, revolving credit facilities, long-term debt, accrued expenses and other current liabilities, and accrued employee benefits. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities, and accrued employee benefits are representative of their respective fair values due to the short-term maturity of these instruments. As the Company’s revolving credit facilities are repriced at short-term rates, their carrying value approximate the fair value. A majority of the Company’s long-term debt is due within 12 months and is classified as current in the combined Balance Sheet. The non-current portion of the long-term debt will be repaid within two years and is subject to repricing by the lender. Therefore the Company’s long term debt’s carrying value approximate the fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These fair value measurements incorporate nonperformance risk (i.e., the risk that an obligation will not be fulfilled). In measuring fair value, the Company reflects the impact of credit risk on liabilities, as well as any collateral. The Company also considers the credit standing of counterparties in measuring the fair value of assets. The Company follows the provisions of ASC 820, Fair Value Measurements DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the valuation hierarchy are defined as follows: ● Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 – Other inputs that are observable directly or indirectly such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 – Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Restricted Cash Restricted cash primarily consists of cash collateralizing leases for the Company’s facilities and vehicles and pledged assets associated with other vendor agreements. Inventories, net Inventories are stated at the lower of cost or net realizable value, with cost determined on a weighted average cost basis. The Company reduces the carrying value of inventories for items that are potentially excess, obsolete, or slow-moving based on changes in customer demand, technology developments, or other economic factors. These reserves are included within the raw materials and spare parts, work in process, and finished and semi-finished goods accounts. Inventory costs for manufactured products consist primarily of direct labor and materials (including salary and fringe benefits, raw materials, and supplies) and indirect costs (including allocations of costs from departments that support manufacturing activities and facility allocations). The allocation of fixed production overhead costs is based on actual production levels, to the extent that they are within the range of the facility’s normal capacity. Inventory costs for products purchased for resale or manufactured under contract consist primarily of the purchase cost, freight-in charges, and indirect costs as appropriate. The Company regularly evaluates its inventory to determine if the costs are appropriately recorded at the lower of cost or market value. Lower of cost or market value write-downs are recorded if the book value exceeds the estimated net realizable value of the inventory, based on recent sales prices at the time of the evaluation. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Property and Equipment, Net Property and equipment are stated at cost and depreciated over the useful lives of the assets using the straight- line method except for leasehold improvements which are depreciated over the shorter of the useful life or the lease term. Useful lives by asset category are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT NET Years Computer software and hardware 3 Machinery and equipment 5 10 Vehicles 5 Furniture and fixtures 3 5 Buildings 30 Leasehold improvements Shorter of remaining lease term or estimated useful life Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss are reflected in the accompanying combined statements of operations for the period. Capitalized software, net Software development costs are capitalized in accordance with ASC 350-40, Internal Use Software Accounting and Capitalization 5 Other intangible assets, net Costs associated with the acquisition of patent and technology related intangibles are capitalized and amortized using the straight-line method over the estimated useful life, 10 years, from which the expected benefit will be derived. Demonstration Units The Company utilizes product demonstration units that are used to display the product’s capabilities and demonstrate how it works to potential customers or for other appropriate applications. The Company records and carries the cost of these demonstration units as either inventory or property and equipment depending on several factors including the nature of the product, length of time the units are in the field prior to being sold, and whether management’s intent is to sell the units. The product demonstration units that are classified as property and equipment are carried net of accumulated depreciation. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Impairment of Long-Lived Assets, including intangible assets Long-lived assets include acquired property and equipment, subject to amortization. The Company evaluates the recoverability of long-lived assets for possible impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. Recoverability is measured by a comparison of the carrying amount of an asset or asset group to the undiscounted future cash flows expected to be generated by the asset or asset group. When required, impairment losses on assets to be held and used are recognized based on the excess of the asset’s carrying amount over the fair value of the asset, while long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Capitalized software costs and other intangible assets are tested for impairment whenever events or changes in circumstances that could impact recoverability occur. For the years ended March 31, 2023 and 2022, the Company did not record any impairment losses. Leases The Company adopted the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842 on April 1, 2021 using the modified retrospective approach and, as a result, did not restate prior periods. At the commencement of a contract, the Company determines if a contract meets the definition of a lease. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. The Company determines if the contract conveys the right to control the use of an identified asset for a period of time. The Company assesses throughout the period of use whether the Company has the following: (1) the right to obtain substantially all the economic benefits from use of the identified asset, and (2) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. Leases are classified as operating leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement date based on the present value of the minimum future lease payments. The Company leases office space, vehicles and office equipment under operating leases. The Company has elected several practical expedients permitted under ASC 842. The Company has elected not to recognize right-of-use assets and liability for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that are reasonably certain to be exercised Most real estate leases contain clauses for renewal at the Company’s option with renewal terms that generally extend the lease term from six months to five years. Certain lease agreements contain options to purchase the leased property and options to terminate the lease. Payments to be made in option periods are recognized as part of the right-of-use lease assets and lease liabilities when it is reasonably certain that the option to extend the lease will be exercised or the option to terminate the lease will not be exercised or is not at the Company’s option. The Company determines whether the reasonably certain threshold is met by considering all relevant factors, including company-specific plans and economic outlook. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Contingencies The Company records a liability in the combined financial statements for loss contingencies when a loss is known or considered probable, and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. Legal costs incurred in connection with loss contingencies are expensed as incurred. Segment Information The Company operates in one operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews revenue at the geographic region level, and gross profit, operating income and expenses, and net income at the Company wide level to allocate resources and assess the Company’s overall performance. Accordingly, decision-making regarding the Company’s overall operating performance and allocation of Company resources is assessed on an aggregate basis. Defined Benefit Plan The Company sponsors defined benefit pension plans (“pension plans”) for its employees and retirees. The Company recognizes the funded status of its pension plans on the combined balance sheets based on the year-end measurements of plan assets and benefit obligations. When the fair value of plan assets is in excess of the plan benefit obligations, the amounts are reported in other current assets and other assets. When the fair value of plan benefit obligations is in excess of plan assets, the amounts are reported in accrued expenses and other long-term liabilities based on the amount by which the actuarial present value of benefits payable in the next twelve months included in the benefit obligation exceeds the fair value of plan assets. Net periodic pension benefit cost/(income) is recorded in the combined statements of operations and includes service cost, interest cost, expected return on plan assets, amortization of prior service costs/(credits) and (gains)/losses previously recognized as a component of other comprehensive income/(loss) and amortization of the net transition asset remaining in accumulated other comprehensive income/(loss). The service cost component of net benefit cost is recorded in selling, general and administrative in the combined statements of operations. The other components of net benefit cost are presented separately from service cost within other income (expense) in the combined statements of operations. (Gains)/losses and prior service costs/(credits) are recognized as a component of other comprehensive income in the combined statements of comprehensive loss as they arise. Those (gains)/losses and prior service costs/(credits) are subsequently recognized as a component of net periodic cost/(income) pursuant to the recognition and amortization provisions of applicable accounting guidance. (Gains)/losses arise as a result of differences between actual experience and assumptions or as a result of changes in actuarial assumptions. Prior service costs/(credits) represent the cost of benefit changes attributable to prior service granted in plan amendments. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The measurement of benefit obligations and net periodic cost/(income) is based on estimates and assumptions approved by the company’s management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age, and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates. See Note 13 for further information. Acquisitions In conjunction with each acquisition transaction, the Company determines if the acquisition meets the criteria to be accounted for as a business combination set forth in ASC 805, Business Combinations (“ASC 805”). The Company evaluates the acquisition to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. If the transaction is determined not to be a business combination, it is accounted for as an asset acquisition. For asset acquisitions, the Company allocates the purchase price and other related costs incurred to the assets acquired and liabilities assumed based on recent independent appraisals and management judgment. If the acquisition is determined to be a business combination, the Company records the fair value of acquired tangible assets and identified intangible assets and as well as any noncontrolling interest in accordance ASC 805. Any consideration paid in excess of the net fair value of the identifiable assets and liabilities acquired in a business combination is recorded to goodwill and acquisition-related costs are expensed as incurred. In October 2022, DIH acquired the SafeGait 360 and SafeGait Active smart mobility trainer systems from Gorbel, an innovative United States-based developer and manufacturer of smart material handling and fall protection equipment. The SafeGait acquisition was accounted for as an asset acquisition based on an evaluation of the U.S. GAAP guidance for business combinations. The total cost of the asset acquisition was $ 0.8 0.1 0.2 0.5 Income Taxes Income taxes are accounted for under the asset-and-liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities, as well as loss and tax credit carryforwards and their respective tax bases measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Deferred tax a |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On February 9, 2022, pursuant to the Initial Public Offering, the Company sold 20,200,000 200,000 10.00 Each Unit consists of one Class A ordinary share, one redeemable warrant (each whole warrant, a “Public Warrant”), and one right to receive one-tenth of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Each two Public Warrants entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8). An aggregate of $ 10.10 185 | NOTE 3. INITIAL PUBLIC OFFERING On February 9, 2022, pursuant to the Initial Public Offering, the Company sold 20,200,000 200,000 10.00 Each Unit consists of one Class A ordinary share, one redeemable warrant (each whole warrant, a “Public Warrant”), and one right to receive one-tenth of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Each two Public Warrants entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8). An aggregate of $ 10.10 185 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,470,000 1.00 6,470,000 Each two private placement warrants (the “Private Placement Warrants”) are exercisable for one 11.50 | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,470,000 1.00 6,470,000 Each two private placement warrants (the “Private Placement Warrants”) are exercisable for one whole Class A ordinary share at a price of $ 11.50 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder shares On August 7, 2021, the Sponsor was issued 5,750,000 25,000 700,000 5,050,000 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 20 30 150 Promissory notes – related party On August 7, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 no March 31, 2022 242,801 no On February 8, 2023, the Company issued and drew fully against a promissory note in the amount of $ 90,000 to fund working capital needs (the “First Working Capital Note”). Additionally, on February 8, 2023, the Company issued a promissory note in the amount of $ 135,000 to fund the Company’s first extension payment (the “First Extension Note”), which has not been drawn against. On March 3, 2023, the Company issued a promissory note in the amount of $ 810,000 to pay for up to six additional one-month extension payments (the “Second Extension Note”). On each of March 7, 2023, April 6, 2023, May 5, 2023, and June 2, 2023, the Company drew $ 135,000 , $ 540,000 in the aggregate, against the Second Extension Note to pay for each additional one-month extension. On April 6, 2023, the Company issued and drew fully against a promissory note in the amount of $ 100,000 to fund working capital needs (the “Second Working Capital Note”). On May 2, 2023, the Company issued and drew fully against a promissory note in the amount of $ 100,000 to fund working capital needs (the “Third Working Capital Note”). On June 14, 2023, the Company issued and drew fully against a promissory note in the amount of $ 20,000 to fund working capital needs (the “Fourth Working Capital Note” and together with the First Working Capital Note, the Second Working Capital Note and the Third Working Capital Note, collectively, the “Working Capital Notes”). The First Extension Note does not bear interest, and matures (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated or liquidation and (ii) August 31, 2023. The Second Extension Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation. The Working Capital Notes do not bear interest, and mature (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated and (ii) the date of the liquidation of the Company. As of June 30, 2023, there was $ 310,000 540,000 850,000 Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 1.00 no Administrative support agreement Commencing on February 9, 2022, the Company agreed to pay the Sponsor a total of $ 10,000 30,000 60,000 30,000 50,000 Affiliate investment in potential target The Company was in discussions with a number of potential target companies. Through introductions by the Company, an affiliate of one of the Company’s directors invested in one potential target’s latest private fundraising round. The result of which benefited the Company through deeper discussions of a potential transaction. However, the Company did not enter into a business combination agreement with the aforementioned potential target. | NOTE 5. RELATED PARTY TRANSACTIONS Founder shares On August 7, 2021, the Sponsor was issued 5,750,000 25,000 700,000 5,050,000 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 20 30 150 Promissory note-related party On August 7, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 no March 31, 2022 242,801 no Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 1.00 no Administrative support agreement Commencing on February 9, 2022, the Company agreed to pay the Sponsor a total of $ 10,000 110,000 0 Affiliate investment in potential target The Company was in discussions with a number of potential target companies. Through introductions by the Company, an affiliate of one of the Company’s directors invested in one potential target’s latest private fundraising round. The result of which benefited the Company through deeper discussions of a potential transaction. However, the Company did not enter into a business combination agreement with the aforementioned potential target. | ||
DIH Holding US, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
RELATED PARTY TRANSACTIONS | 12. Related Party Transactions RELATED PARTY TRANSACTIONS Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. Transactions with Parent While the Company’s businesses have historically functioned together with the other businesses controlled by DIH Cayman, the Company’s businesses are largely isolated and not dependent on corporate or other support functions. DIH Cayman does not have significant corporate or operational activity and does not have shared services that it provides to its subsidiaries. Consistent with the basis of presentation, net parent company investment is primarily impacted by net funding provided by or distributed to DIH Cayman. For the three months ended June 30, 2023 and 2022, the net transactions with parent were $( 24 7 DIH Hong Kong DIH Hong Kong is an investment holding company. DIH Hong Kong holds interests in operating entities of the Company, which include Hocoma AG, Switzerland-based global leader in robotics for rehabilitation, Motek, a Netherlands-based global leader in sophisticated VR-enabled movement platform powered by real-time integration, and DIH China. DIH Hong Kong does not have a management team or direct influence with any operating entities other than acting as shareholder of the entities listed. Subsidiaries within DIH Hong Kong perform two lines of business including, smart pharmacy solutions and rehabilitation solutions. In the case of Motek, DIH China was Motek’s authorized distributor in China before DIH Hong Kong acquired Motek in 2015. This distributor relationship and terms did not change after the acquisition. In the case of Hocoma AG, DIH China assumed the distribution agreements with third parties after DIH Hong Kong acquired Hocoma AG. The terms of the distribution agreements are the same with the third party distributor. For the three months ended June 30, 2023 and 2022, there were no related party transactions recognized in the combined statement of operations. Payment on Behalf of DIH Cayman On February 26, 2023, ATAC Sponsor LLC (the “Sponsor”) entered a guaranty and loan agreement with DIH Cayman (the “Guarantor”). Pursuant to this agreement, DIH Cayman agreed to loan to the Sponsor an aggregate principal amount up to $ 405 135 135 Related Party Settlement Agreement On May 3, 2023, DIH and Cayman and its subsidiaries, including the Company, DIH China and DIH Hong Kong, entered into a cash settlement agreement in which the Company agreed to pay a net settlement amount of approximately $ 93 7,185 7,277 | 12. Related Party Transactions RELATED PARTY TRANSACTIONS Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. Transactions with parent While the Company’s businesses have historically functioned together with the other businesses controlled by DIH Cayman, the Company’s businesses are largely isolated and not dependent on corporate or other support functions. DIH Cayman does not have significant corporate or operational activity and does not have shared services that it provides to its subsidiaries. Consistent with the basis of presentation, net parent company investment is primarily impacted by net funding provided by or distributed to DIH Cayman. For the years ended March 31, 2023 and 2022, the net transactions with parent were $( 113 179 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) DIH Hong Kong DIH Hong Kong is an investment holding company. DIH Hong Kong holds interests in operating entities of the Company, which include Hocoma AG, Switzerland-based global leader in robotics for rehabilitation, Motek, a Netherlands-based global leader in sophisticated VR-enabled movement platform powered by real-time integration, and DIH China. DIH Hong Kong does not have a management team or direct influence with any operating entities other than acting as shareholder of the entities listed. Subsidiaries within DIH Hong Kong perform two lines of business including, smart pharmacy solutions and rehabilitation solutions. In the case of Motek, DIH China was Motek’s authorized distributor in China before DIH Hong Kong acquired Motek in 2015. This distributor relationship and terms did not change after the acquisition. In the case of Hocoma AG, DIH China assumed the distribution agreements with third parties after DIH Hong Kong acquired Hocoma AG. The terms of the distribution agreements are the same with the third party distributor. For the year ended March 31, 2023, amounts recognized in the combined statement of operations include $ 59 1,897 514 Payment on Behalf of DIH Cayman On February 26, 2023, ATAC Sponsor LLC (the “Sponsor”) entered a guaranty and loan agreement with DIH Cayman (the “Guarantor”). Pursuant to this agreement, DIH Cayman agreed to loan to the Sponsor an aggregate principal amount up to $ 405 135 135 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
SHAREHOLDERS’ EQUITY | NOTE 6. SHAREHOLDERS’ EQUITY Preference shares-The Company is authorized to issue up to 5,000,000 preference shares with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2023 and December 31, 2022, there were no Class A ordinary shares- The Company is authorized to issue up to 500,000,000 0.0001 303,000 5,670,123 20,200,000 Class B ordinary shares- The Company is authorized to issue up to 50,000,000 0.0001 5,050,000 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. For so long as any Class B ordinary shares remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the Class B ordinary shares then outstanding, voting separately as a single class, amend, alter or repeal any provision of our memorandum and articles of association, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B ordinary shares. Any action required or permitted to be taken at any meeting of the holders of Class B ordinary shares may be taken without a general meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B ordinary shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a general meeting at which all Class B ordinary shares were present and voted. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% Rights- Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one Class A ordinary share upon consummation of a Business Combination, even if the holder of a right redeemed all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum of Association with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively exchange his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. | NOTE 6. SHAREHOLDERS’ EQUITY Preference shares 5,000,000 0.0001 no Class A ordinary shares 500,000,000 0.0001 303,000 zero 20,200,000 zero Class B ordinary shares 50,000,000 0.0001 5,050,000 5,750,000 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. For so long as any Class B ordinary shares remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the Class B ordinary shares then outstanding, voting separately as a single class, amend, alter or repeal any provision of our memorandum and articles of association, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B ordinary shares. Any action required or permitted to be taken at any meeting of the holders of Class B ordinary shares may be taken without a general meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B ordinary shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a general meeting at which all Class B ordinary shares were present and voted. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 Rights The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. |
WARRANTS
WARRANTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrants | ||
WARRANTS | NOTE 7. WARRANTS The Company accounts for the 26,670,000 20,200,000 6,470,000 Warrants — Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional warrants have been or will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable 30 The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A Ordinary Shares upon exercise of a Public Warrant unless the Class A Ordinary Share issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 60 Redemption of warrants: Once the warrant become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the last sale price of our ordinary shares equals or exceeds $ 18.00 20 30 In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60% 20 9.20 115% 18.00 180% The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 | NOTE 7. WARRANTS The Company accounts for the 26,670,000 20,200,000 6,470,000 Warrants 30 The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A Ordinary Shares upon exercise of a Public Warrant unless the Class A Ordinary Share issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 60 Public Warrants is not effective by the 60th day after the closing of a Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants: Once the warrant become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the last sale price of our ordinary shares equals or exceeds $ 18.00 20 30 In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60 20 9.20 115 18.00 180 The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Registration right and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement The Company granted the underwriters a 45 3,000,000 2,000,000 700,000 The underwriters were paid a cash underwriting discount of $ 2,525,000 0.35 7,070,000 Legal Agreement The Company has a contingent fee arrangement with their legal counsel, in which the deferred fee is payable to the Company’s legal counsel solely in the event that the Company completes a Business Combination. Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the IPO, and ending on the earlier of 18 months after the date of the consummation of the Business Combination and February 7, 2025, the three year anniversary of the effective date of the registration statement filed in connection with the IPO (the “S-1 Effective Date”), a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and private equity, convertible and debt offerings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of securities in the IPO. Representative’s Ordinary Shares The Company issued to Maxim and/or its designees, 303,000 The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the S-1 Effective Date. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of securities in the IPO, except to any underwriter and selected dealer participating in the offering and their officers or partners, associated persons or affiliates. | NOTE 8. COMMITMENTS AND CONTINGENCIES Registration right and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement The Company granted the underwriters a 45 3,000,000 2,000,000 700,000 The underwriters were paid a cash underwriting fee of $ 2,525,000 0.35 7,070,000 Legal Agreement The Company has a contingent fee arrangement with their legal counsel, in which the deferred fee is payable to the Company’s legal counsel solely in the event that the Company completes a Business Combination. Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the IPO, and ending on the earlier of 18 months after the date of the consummation of the Business Combination and February 7, 2025, the three year anniversary of the effective date of the registration statement filed in connection with the IPO (the “S-1 Effective Date”), a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and private equity, convertible and debt offerings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of securities in the IPO. Representative’s Ordinary Shares The Company issued to Maxim and/or its designees, 303,000 The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the S-1 Effective Date. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of securities in the IPO, except to any underwriter and selected dealer participating in the offering and their officers or partners, associated persons or affiliates. | ||
DIH Holding US, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
COMMITMENTS AND CONTINGENCIES | 15. Commitments and Contingencies COMMITMENTS AND CONTINGENCIES From time to time, the Company may be involved in lawsuits, claims, investigations, and proceedings, consisting of intellectual property, commercial, employment, and other matters, which arise in the ordinary course of business. In accordance with ASC 450, Contingencies The Company is not presently a party to any litigation the outcome of which, it believes, if determined adversely to the Company, would individually or taken together, have a material adverse effect on the Company’s business, operating results, cash flows or financial condition. The Company has determined that the existence of a material loss is neither probable nor reasonably possible. | 15. Commitments and Contingencies COMMITMENTS AND CONTINGENCIES From time to time, the Company may be involved in lawsuits, claims, investigations, and proceedings, consisting of intellectual property, commercial, employment, and other matters, which arise in the ordinary course of business. In accordance with ASC 450, Contingencies The Company is not presently a party to any litigation the outcome of which, it believes, if determined adversely to the Company, would individually or taken together, have a material adverse effect on the Company’s business, operating results, cash flows or financial condition. The Company has determined that the existence of a material loss is neither probable nor reasonably possible. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS At June 30, 2023 and December 31, 2022, the Company’s warrant liability was valued at $ 376,820 589,420 The following table presents fair value information as of June 30, 2023 and December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value The Company transferred the fair value of Public Warrants and Private Placement Warrants from a Level 3 measurement to a Level 1 and Level 2 measurement, respectively, in 2022. The measurement of the Public Warrants as of June 30, 2023 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ATAKW. The measurement of the Private Placement Warrants as of June 30, 2023 is classified as Level 2 as its value is derived from the directly observable quoted prices of the Public Warrants in active markets. SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance of public and private placement warrants 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (1,730,725 ) (3,636,595 ) Transfer of public warrants to Level 1 measurement (1,616,000 ) — (1,616,000 ) Level 3 derivative warrant liabilities as of March 31, 2022 — 527,952 527,952 Change in fair value — (280,952 ) (280,952 ) Level 3 derivative warrant liabilities as of June 30, 2022 — 247,000 247,000 Change in fair value — (118,000 ) (118,000 ) Level 3 derivative warrant liabilities as of September 30, 2022 — 129,000 129,000 Change in fair value — 14,000 14,000 Transfer of Private Placement Warrants to Level 2 measurement — (143,000 ) (143,000 ) Level 3 derivative warrant liabilities as of December 31, 2022 — — — Change in fair value — — — Level 3 derivative warrant liabilities as of March 31, 2023 $ — $ — $ — Change in fair value — — — Level 3 derivative warrant liabilities as of June 30, 2023 $ — $ — $ — The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at June 30, 2023: SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 60,198,874 $ — $ — Liabilities Public Warrants $ 284,820 $ — $ — Private Placement Warrants $ — $ 92,000 $ — The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: Assets Cash and marketable securities held in trust account $ 206,879,903 $ — $ — Liabilities Public Warrants $ 446,420 $ — $ — Private Placement Warrants $ — $ 143,000 $ — The following table presents the changes in the fair value of derivative warrant liabilities as of June 30, 2023 and December 31, 2022: Public Warrants Private Placement Total Derivative Warrant Fair value at August 6, 2021 (inception) — — — Change in fair value - - - Derivative warrant liabilities as of December 31, 2021 $ — $ — $ — Initial fair value at issuance 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (1,730,725 ) (3,636,595 ) Derivative warrant liabilities as of March 31, 2022 $ 1,616,000 $ 527,952 $ 2,143,952 Change in fair value (858,500 ) (280,952 ) (1,139,452 ) Derivative warrant liabilities as of June 30, 2022 $ 757,500 $ 247,000 $ 1,004,500 Change in fair value (353,500 ) (118,000 ) (471,500 ) Derivative warrant liabilities as of September 30, 2022 $ 404,000 $ 129,000 $ 533,000 Change in fair value 42,420 14,000 56,420 Derivative warrant liabilities as of December 31, 2022 $ 446,420 $ 143,000 $ 589,420 Change in fair value 58,580 20,000 78,580 Derivative warrant liabilities as of March 31, 2023 $ 505,000 $ 163,000 $ 668,000 Change in fair value (220,180 ) (71,000 ) (291,180 ) Derivative warrant liabilities as of June 30, 2023 $ 284,820 $ 92,000 $ 376,820 Initial Measurement The Company established the initial fair value for the warrants on February 9, 2022, the date of the completion of the Company’s IPO. The Company used a Black Scholes Merton model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share, one Public Warrant and one right to receive one-tenth of a Class A ordinary share upon consummation of an initial business combination), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B Ordinary Shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Ordinary Shares subject to possible redemption (temporary equity), Class A Ordinary Shares (permanent equity) and Class B Ordinary Shares (permanent equity) based on their relative fair values at the initial measurement date. The key inputs into the Black Scholes Merton model formula were as follows at February 9, 2022: SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS Private Placement Warrants Ordinary Share price $ 9.08 Exercise price $ 11.50 Risk-free rate of interest 1.80 % Volatility 9.43 % Term 5.99 Warrant to buy one share $ 0.35 Dividend yield 0.00 % Subsequent Measurement The Company values the Private Placement Warrants relative to the market prices of common stock and the Public Warrants, which are both actively traded on a public market. The valuation model for the Private Placement Warrants is a risk-neutral Monte Carlo simulation. As of June 30, 2023, the measurement of the Public Warrants was valued using an observable market quote in an active market under the ticker ATAKW. The key inputs into the Monte Carlo simulation model were as follows at June 30, 2023 and December 31, 2022: June 30, December 31, 2023 2022 Ordinary Share price $ 10.62 $ 10.23 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 4.07 % 3.94 % Volatility 0.00 % 0.00 % Term 5.25 5.50 Warrant to buy one share $ 0.01 $ 0.02 Dividend yield 0.00 % 0.00 % The risk-free interest rate assumption was based on the linearly interpolated Treasury Constant Maturity Rate Curve between five and seven year rates, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) six years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. | NOTE 9. FAIR VALUE MEASUREMENTS At December 31, 2022 and 2021, the Company’s warrant liability was valued at $ 589,420 0 The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants and Private Placement Warrants from a Level 3 measurement to a Level 1 and Level 2 measurement, respectively, during the twelve months ended December 31, 2022. The measurement of the Public Warrants as of December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ATAKW. The measurement of the Private Placement Warrants as of December 31, 2022 is classified as Level 2 as its value is derived from the directly observable quoted prices of the Public Warrants in active markets. SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance of public and private warrants 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (2,115,677 ) (4,021,547 ) Transfer of Public Warrants to Level 1 measurement (1,616,000 ) — (1,616,000 ) Transfer of Private Placement Warrants to Level 2 measurement — (143,000 ) (143,000 ) Level 3 derivative warrant liabilities at December 31, 2022 $ — $ — $ — The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022. There were no fair value measurements as of December 31, 2021. SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in Trust Account $ 206,879,903 $ — $ — Liabilities: Public Warrants $ 446,420 $ — $ — Private Placement Warrants $ — $ 143,000 — The following table presents the changes in the fair value of derivative warrant liabilities as of December 31, 2022 and 2021: Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance 3,521,870 2,258,677 5,780,547 Change in fair value (3,075,450 ) (2,115,677 ) (5,191,127 ) Derivative warrant liabilities at December 31, 2022 $ 446,420 $ 143,000 $ 589,420 Initial Measurement The Company established the initial fair value for the warrants on February 9, 2022, the date of the completion of the Company’s IPO. The Company used a Black Scholes Merton model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share, one Public Warrant and one right to receive one-tenth of a Class A ordinary share upon consummation of an initial business combination), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B Ordinary Shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Ordinary Shares subject to possible redemption (temporary equity), Class A Ordinary Shares (permanent equity) and Class B Ordinary Shares (permanent equity) based on their relative fair values at the initial measurement date. The key inputs into the Black Scholes Merton model were as follows at February 9, 2022: SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS Private Warrants Ordinary share price $ 9.08 Exercise price $ 11.50 Risk-free rate of interest 1.80 % Volatility 9.43 % Term 5.99 Warrant to buy one share $ 0.35 Dividend yield 0.00 % Subsequent Measurement The Company values the Private Placement Warrants relative to the market prices of common stock and the Public Warrants, which are both actively traded on a public market. The valuation model for the Private Placement Warrants is a risk-neutral Monte Carlo simulation. As of December 31, 2022, the measurement of the Public Warrants were valued using an observable market quote in an active market under the ticker ATAKW. The key inputs into the Monte Carlo simulation model were as follows at December 31, 2022: Private Warrants Ordinary share price $ 10.23 Exercise price $ 11.50 Risk-free rate of interest 3.94 % Volatility 0.00 % Term 5.50 Warrant to buy one share $ 0.02 Dividend yield 0.00 % The risk-free interest rate assumption was based on the linearly interpolated Treasury Constant Maturity Rate Curve between five and seven year rates, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) six years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the below. On July 9, 2023, the Company extended the Combination Period from July 9, 2023 to August 9, 2023, by depositing $ 135,000 On July 7, 2023, the Company issued an unsecured promissory note (the “Fifth Working Capital Note) in the amount of $ 100,000 On July 27, 2023, the Company held an extraordinary general meeting of shareholders (the “July Extraordinary General Meeting”), to, among other things, approve (i) a special resolution to amend the amended and restated articles of association of the Company (the “Articles”) giving the Company the right to further extend the Business Combination Period six (6) times for an additional one (1) month each time, from August 9, 2023 to February 7, 2024 (the “Second Extension Amendment”) and (ii) the proposal to approve the Second Trust Amendment (as defined below). All proposals at the July Extraordinary General Meeting were approved by the shareholders of the Company. As such, the Company and Transfer Agent entered into Amendment No. 2 to the Investment Management Trust Agreement, to allow ATAK to extend the Business Combination Period six (6) times for an additional one (1) month each time from August 9, 2023 to February 9, 2024 by depositing into the Trust Account for each one-month extension the lesser of: (x) $135,000 or (y) $0.045 per share multiplied by the number of public shares then outstanding (the “Second Trust Amendment”). In addition, on July 27, 2023, the Company adopted the Second Extension Amendment, amending the Company’s Articles. In connection with the vote to approve the Second Extension Amendment, the holders of 362,831 Class A Ordinary Shares elected to redeem their shares for cash at a redemption price of approximately $ 10.68 per share, for an aggregate redemption amount of approximately $ 3.9 million, leaving approximately $ 56.7 million in the trust account. On July 31, 2023, the Company issued an unsecured promissory note to the Sponsor, with a principal amount equal to $ 810,000 On August 9, 2023, the Company extended the Combination Period from August 9, 2023 to September 9, 2023 by depositing $ 135,000 On September 1, 2023, the Company issued an unsecured promissory note (the “Sixth Working Capital Note”) in the amount of $ 50,000 On September 9, 2023, the Company extended the Combination Period from September 9, 2023 to October 9, 2023 by depositing $ 135,000 On October 9, 2023, the Company extended the Combination Period from October 9, 2023 to November 9, 2023 by depositing $ 135,000 | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the below. On February 3, 2023, the Company held an Extraordinary General Meeting held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), to approve (i) a special resolution to amend the Company’s Amended and Restated Articles of Association giving the Company the right to extend the Combination Period six (6) times for an additional one (1) month each time, from February 9, 2023 to August 9, 2023 (the “Extension Amendment”) and (ii) the proposal to approve the Trust Amendment On February 6, 2023, the Company and Trustee entered into Amendment No. 1 to the Investment Management Trust Agreement, to allow the Company to extend the date by which it has to consummate a business combination (the “Combination Period”) six (6) times for an additional one (1) month each time from February 9, 2023 to August 9, 2023 by depositing into the Trust Account for each one-month extension the lesser of: (x) $ 135,000 0.045 In connection with the vote to approve the Extension Amendment, the holders of 14,529,877 10.2769 149.3 58.3 On February 8, 2023, the Company issued an unsecured promissory note (the “Extension Note”) in the amount of $ 135,000 does not bear interest, and matures (subject to the waiver against trust provisions) upon the earlier of (i) two ( 2 no 20 10.00 In addition, the Company issued an unsecured promissory note (the “Working Capital Note”) in the amount of $ 90,000 2 On February 26, 2023 (the “Signing Date”), Aurora Technology Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, as defined below) (“ATAK”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), among ATAK, Aurora Technology Merger Sub Corp., a Nevada corporation and a direct, wholly-owned subsidiary of ATAK (“Merger Sub”), and DIH Holding US, Inc., a Nevada corporation (“DIH”). ATAK and DIH are each individually referred to herein as a “Party” and, collectively, the “Parties.” The Business Combination Agreement has been approved by the board of directors of each of ATAK and Merger Sub and DIH, respectively. The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.” On March 3, 2023, the Company issued an unsecured promissory note to the Sponsor, with a principal amount equal to $ 810,000 no the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation. On April 6, 2023, pursuant to the Second Extension Note, the Company delivered to the Sponsor a written request to draw down $ 135,000 135,000 In addition, the Company issued an unsecured promissory note (the “Second Working Capital Note”) in the amount of $ 100,000 | ||
DIH Holding US, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
SUBSEQUENT EVENTS | 17. Subsequent Events SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through September 22, 2023, the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. | 17. Subsequent Events SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 2, 2023, the date that the financial statements were issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. Related Party Settlement Agreement On May 3, 2023, DIH and Cayman and its subsidiaries, including the Company, DIH China and DIH Hong Kong, entered into a cash settlement agreement in which the Company agreed to pay a net settlement amount of approximately $ 93 7,185 7,277 Payment on Behalf of DIH Cayman As discussed in Note 12 Related Party Transactions, on May 4, 2023, June 2, 2023 and July 5, 2023, the first, second and third installments of $ 0.1 SafeGait acquisition As disclosed in Note 2, in the first quarter of the year ending March 31, 2024, the Company made payments of $ 0.2 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
REVENUE RECOGNITION | 3. Revenue Recognition REVENUE RECOGNITION The Company’s revenues are derived from the sales of medical rehabilitation devices and technology services. The Company’s primary customers include healthcare systems, clinics, third-party healthcare providers, distributors, and other institutions, including governmental healthcare programs and group purchasing organizations. Disaggregation of Revenue The Company disaggregates its revenue with customers by category and by geographic region based on customer location, see Note 4 for further information. The following represents the net revenue for the three months ended June 30, 2023 and 2022, based on revenue category: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 For the Three Months Ended June 30, 2023 2022 Devices $ 10,338 $ 5,129 Services 2,609 2,648 Other 227 93 Total revenue, net $ 13,174 $ 7,870 The majority of the revenue that is recognized at a point in time was primarily related to the revenues from devices and the majority of the revenue that is recognized over time was related to revenue from services. Other revenue primarily relates to freight and packaging on devices and recognized at a point in time. Deferred Revenue and Remaining Performance Obligations Deferred revenue as of June 30, 2023 and March 31, 2023 was $ 11,991 11,656 8,729 5,440 681 3,119 two years four years | 3. Revenue Recognition REVENUE RECOGNITION The Company’s revenues are derived from the sales of medical rehabilitation devices and technology services. The Company’s primary customers include healthcare systems, clinics, third-party healthcare providers, distributors, and other institutions, including governmental healthcare programs and group purchasing organizations. Disaggregation of Revenue The Company disaggregates its revenue with customers by category and by geographic region based on customer location, see Note 4 for further information. The following represents the net revenue for the years ended March 31, 2023 and 2022, based on revenue category: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Years Ended March 31, 2023 2022 As Restated Devices $ 43,401 $ 39,659 Services 10,293 8,104 Other 1,304 1,275 Total revenue, net $ 54,998 $ 49,038 The majority of the revenue that is recognized at a point in time was primarily related to the revenues from devices and the majority of the revenue that is recognized over time was related to revenue from services. Other revenue primarily relates to freight and packaging on devices and recognized at a point in time. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Deferred Revenue and Remaining Performance Obligations Deferred revenue as of March 31, 2023 and 2022 was $ 11,656 7,742 5,440 6,120 3,119 2,302 four years three years |
GEOGRAPHICAL INFORMATION
GEOGRAPHICAL INFORMATION | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
GEOGRAPHICAL INFORMATION | 4. Geographical Information GEOGRAPHICAL INFORMATION The following represents revenue attributed to geographic regions based on customer location: SCHEDULE OF REVENUE ATTRIBUTED TO GEOGRAPHIC REGIONS BASED ON CUSTOMER LOCATION 2023 2022 For the Three Months Ended June 30, 2023 2022 Europe, Middle East and Africa (“EMEA”) $ 6,757 $ 4,137 Americas 2,989 1,798 Asia Pacific (“APAC”) 3,428 1,935 Total revenue $ 13,174 $ 7,870 Long-lived assets shown below include property and equipment, net. The following represents long-lived assets where they are physically located: SCHEDULE OF LONG-LIVED ASSETS As of June 30, 2023 As of March 31, 2023 EMEA $ 297 $ 320 Americas 336 390 APAC 113 116 Total property and equipment, net $ 746 $ 826 | 4. Geographical Information GEOGRAPHICAL INFORMATION The following represents revenue attributed to geographic regions based on customer location: SCHEDULE OF REVENUE ATTRIBUTED TO GEOGRAPHIC REGIONS BASED ON CUSTOMER LOCATION 2023 2022 Years Ended March 31, 2023 2022 As Restated Europe, Middle East and Africa (“EMEA”) $ 32,635 $ 27,150 Americas 14,283 11,516 Asia Pacific (“APAC”) 8,080 10,372 Total revenue $ 54,998 $ 49,038 Long-lived assets shown below include property and equipment, net. The following represents long-lived assets where they are physically located: SCHEDULE OF LONG-LIVED ASSETS 2023 2022 As of March 31, 2023 2022 EMEA $ 320 $ 217 Americas 390 569 APAC 116 123 Total property and equipment, net $ 826 $ 909 |
INVENTORIES, NET
INVENTORIES, NET | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
INVENTORIES, NET | 5. Inventories, Net INVENTORIES, NET As of June 30, 2023 and March 31, 2023, inventories, net, consisted of the following: SCHEDULE OF INVENTORIES, NET As of June 30, 2023 As of March 31, 2023 Raw materials and spare parts $ 6,400 $ 5,908 Work in process 1,788 1,146 Finished goods 1,761 593 Less: reserves (2,189 ) (1,526 ) Total inventories, net $ 7,760 $ 6,121 | 5. Inventories, Net INVENTORIES, NET As of March 31, 2023 and 2022, inventories, net, consisted of the following: SCHEDULE OF INVENTORIES, NET 2023 2022 As of March 31, 2023 2022 As Restated Raw materials and spare parts $ 5,908 $ 5,108 Work in process 1,146 1,362 Finished goods 593 1,489 Less: reserves (1,526 ) (3,167 ) Total inventories, net $ 6,121 $ 4,792 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
PROPERTY AND EQUIPMENT, NET | 6. Property and Equipment, Net PROPERTY AND EQUIPMENT, NET Property and equipment, net as of June 30, 2023 and March 31, 2023 consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET As of June 30, 2023 As of March 31, 2023 Computer software and hardware $ 1,057 $ 1,033 Machinery and equipment 1,345 1,320 Leasehold improvements 1,474 1,436 Furniture and fixtures 881 858 Vehicles 69 55 Demonstration units 616 654 Property and equipment 5,442 5,356 Less: accumulated depreciation (4,696 ) (4,530 ) Property and equipment, net $ 746 $ 826 Depreciation expense totaled $ 99 140 | 6. Property and Equipment, Net PROPERTY AND EQUIPMENT, NET Property and equipment, net as of March 31, 2023 and 2022 consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET 2023 2022 As of March 31, 2023 2022 Computer software and hardware $ 1,033 $ 1,033 Machinery and equipment 1,320 1,311 Leasehold improvements 1,436 1,448 Furniture and fixtures 858 857 Vehicles 55 55 Demonstration units 654 851 Property and equipment 5,356 5,555 Less: accumulated depreciation (4,530 ) (4,646 ) Property and equipment, net $ 826 $ 909 Depreciation expense totaled $ 157 1,337 |
CAPITALIZED SOFTWARE, NET AND O
CAPITALIZED SOFTWARE, NET AND OTHER INTANGIBLE ASSETS, NET | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
CAPITALIZED SOFTWARE, NET AND OTHER INTANGIBLE ASSETS, NET | 7. Capitalized software, net and other intangible assets, net CAPITALIZED SOFTWARE, NET AND OTHER INTANGIBLE ASSETS, NET Capitalized software, net and other intangible assets, net as of June 30, 2023 and March 31, 2023 consisted of the following: SCHEDULE OF CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS As of June 30, 2023 As of March 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software $ 2,393 $ (136 ) $ 2,257 $ 2,326 $ (123 ) $ 2,203 Other intangible assets $ 380 $ - $ 380 $ 380 $ - $ 380 Substantially all capitalized software, net and other intangible assets, net are subject to amortization when they are available for their intended use. For the three months ended June 30, 2023 and 2022, amortization expense was $ 13 25 Estimated annual amortization for intangible assets over the next five years are as follows: SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION FOR INTANGIBLE ASSETS Remainder of 2024 2025 2026 2027 2028 Estimated annual amortization $ 63 $ 292 $ 464 $ 454 $ 454 | 7. Capitalized software, net and other intangible assets, net CAPITALIZED SOFTWARE, NET AND OTHER INTANGIBLE ASSETS, NET Capitalized software, net and other intangible assets, net as of March 31, 2023 and 2022 consisted of the following: SCHEDULE OF CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS As of March 31, 2023 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software $ 2,326 $ (123 ) $ 2,203 $ 2,259 $ (83 ) $ 2,176 Other intangible assets $ 380 $ - $ 380 $ - $ - $ - Other intangible assets include patent and technology related intangible assets of $ 380 10 Substantially all capitalized software, net and other intangible assets, net are subject to amortization when they are available for their intended use. For the years ended March 31, 2023 and 2022, amortization expense was $ 46 48 Estimated annual amortization for intangible assets over the next five years are as follows: SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION FOR INTANGIBLE ASSETS 2024 2025 2026 2027 2028 Estimated annual amortization $ 84 $ 488 $ 451 $ 442 $ 442 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
OTHER CURRENT ASSETS | 8. Other current assets OTHER CURRENT ASSETS Other current assets as of June 30, 2023 and March 31, 2023 consisted of the following: SCHEDULE OF OTHER CURRENT ASSETS As of June 30, 2023 As of March 31, 2023 Other receivables $ 2,263 $ 1,963 Other current assets 2,924 3,247 Total other current assets $ 5,187 $ 5,210 | 8. Other current assets OTHER CURRENT ASSETS Other current assets as of March 31, 2023 and 2022 consisted of the following: SCHEDULE OF OTHER CURRENT ASSETS 2023 2022 As of March 31, 2023 2022 Other receivables $ 1,963 $ 1,885 Other current assets 3,247 1,026 Total other current assets $ 5,210 $ 2,911 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9. Accrued Expenses and Other Current Liabilities ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of June 30, 2023 and March 31, 2023 consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of June 30, 2023 As of March 31, 2023 Taxes payable 3,821 3,823 Other payables and current liabilities 7,039 8,588 Total accrued expenses and other current liabilities $ 10,860 $ 12,411 | 9. Accrued Expenses and Other Current Liabilities ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of March 31, 2023 and 2022 consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2023 2022 As of March 31, 2023 2022 As Restated Taxes payable 3,823 2,657 Other payables and current liabilities 8,588 5,396 Total accrued expenses and other current liabilities $ 12,411 $ 8,053 |
OTHER NON-CURRENT LIABILITIES
OTHER NON-CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
OTHER NON-CURRENT LIABILITIES | 10. Other Non-Current Liabilities OTHER NON-CURRENT LIABILITIES Other non-current liabilities as of June 30, 2023 and March 31, 2023 consisted of the following: SUMMARY OF OTHER NON-CURRENT LIABILITIES As of June 30, 2023 As of March 31, 2023 Provisions $ 1,272 $ 1,071 Pension liabilities (Note 13) 2,063 1,677 Total other non-current liabilities $ 3,335 $ 2,748 | 10. Other Non-Current Liabilities OTHER NON-CURRENT LIABILITIES Other non-current liabilities as of March 31, 2023 and 2022 consisted of the following: SUMMARY OF OTHER NON-CURRENT LIABILITIES 2023 2022 As of March 31, 2023 2022 Provisions $ 1,071 $ 540 Pension liabilities (Note 13) 1,677 2,256 Total other non-current liabilities $ 2,748 $ 2,796 |
LINES OF CREDIT AND LONG-TERM D
LINES OF CREDIT AND LONG-TERM DEBT | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
LINES OF CREDIT AND LONG-TERM DEBT | 11. Lines of Credit and Long-Term Debt LINES OF CREDIT AND LONG-TERM DEBT Lines of Credit At June 30, 2023 and March 31, 2023, the Company has a framework agreement for a CHF 7,600 4.83 3.60 the amendment to the Credit Suisse framework agreement reduced the credit line to CHF 100 monthly payments starting January 31, 2023 and increasing to CHF 200 monthly payments starting April 30, 2023. 33 6,351 6,813 At June 30, 2023 and March 31, 2023, the Company has a framework agreement for a CHF 7,000 4.96 4.75 0.25 0.75 the Company and UBS entered into an amendment to the UBS framework agreement that reduced the credit line to CHF 200 one-time payment as of April 31, 2022 and reduced the credit line to CHF 100 monthly payments starting May 31, 2022. the Company and UBS entered into an amendment to increase the monthly payments to CHF 200 starting April 30, 2023. 5,682 6,163 COVID-19 Loan and COVID-19 Loan Plus Credit Facilities In September 2020, the Federal COVID-19 Act was approved by the Swiss Parliament, and subsequently enacted in Switzerland. Under the Federal COVID-19 Act and the corresponding COVID-19 Hardship Ordinance and COVID-19 Loss of Earning Ordinance, the Swiss Federal Council was granted a number of powers to implement measures to address the consequences of the global COVID-19 pandemic including federal loans under the COVID-19 Loan and COVID-19 Loan Plus (“COVID-19 Plus”) programs for businesses meeting certain requirements. The Company obtained a COVID-19 loan with UBS on May 19, 2020 for up to CHF 500 June 30, 2024 the Company and UBS entered into an amendment to the COVID-19 loan agreement that reduced the credit line by CHF 50 quarterly payments starting March 31, 2022 and five CHF 50 payments in the year ending March 31, 2024. 278 324 The Company obtained a COVID-19 Plus credit facility with UBS on May 19, 2020 for up to CHF 2,760 June 30, 2024 85 0.5 15 0.5 the Company and UBS entered into an amendment to the COVID-19 Plus credit facility loan agreement that reduced the Company maximum credit limit to CHF 2,243 and reduced the credit line by CHF 173 quarterly payments starting March 31, 2022, CHF 230 quarterly payments starting March 31, 2023 and five CHF 230 payments in the year ending March 31, 2024. 1,474 1,679 The following table presents the aggregate annual maturities of long-term debt as of June 30, 2023: SCHEDULE OF AGGREGATE ANNUAL MATURITIES OF LONG-TERM DEBT Amount Remainder of 2024 $ 1,247 2025 505 Total 1,752 Less: current portion 1,752 Total long-term debt $ — | 11. Lines of Credit and Long-Term Debt LINES OF CREDIT AND LONG-TERM DEBT Lines of Credit At March 31, 2023 and 2022, the Company has a framework agreement for a CHF 7,600 3.79 2.69 the amendment to the Credit Suisse framework agreement reduced the credit line to CHF 100 monthly payments starting January 31, 2023 and increasing to CHF 200 monthly payments starting April 30, 2023. 33 the Company’s EBITDA (as defined in the framework agreement) was not in compliance with the covenants in the Credit Suisse Credit Facility. Subsequently, on July 11, 2023, the Company and Credit Suisse obtained a waiver of the Company’s failure to comply with the EBITDA covenant as of March 31, 2023 for a fee of CHF 29. 6,813 8,231 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) At March 31, 2023 and 2022, the Company has a framework agreement for a CHF 7,000 4.61 4.75 0.25 0.75 the Company and UBS entered into an amendment to the UBS framework agreement that reduced the credit line to CHF 200 one-time payment as of April 31, 2022 and reduced the credit line to CHF 100 monthly payments starting May 31, 2022. the Company and UBS entered into an amendment to increase the monthly payments to CHF 200 starting April 30, 2023. 6,163 7,581 COVID-19 Loan and COVID-19 Loan Plus Credit Facilities In September 2020, the Federal COVID-19 Act was approved by the Swiss Parliament, and subsequently enacted in Switzerland. Under the Federal COVID-19 Act and the corresponding COVID-19 Hardship Ordinance and COVID-19 Loss of Earning Ordinance, the Swiss Federal Council was granted a number of powers to implement measures to address the consequences of the global COVID-19 pandemic including federal loans under the COVID-19 Loan and COVID-19 Loan Plus (“COVID-19 Plus”) programs for businesses meeting certain requirements. The Company obtained a COVID-19 loan with UBS on May 19, 2020 for up to CHF 500 June 30, 2024 the Company and UBS entered into an amendment to the COVID-19 loan agreement that reduced the credit line by CHF 50 quarterly payments starting March 31, 2022 and five CHF 50 payments in the year ending March 31, 2024. 324 542 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The Company obtained a COVID-19 Plus credit facility with UBS on May 19, 2020 for up to CHF 2,760 June 30, 2024 85 0.5 15 0.5 the Company and UBS entered into an amendment to the COVID-19 Plus credit facility loan agreement that reduced the Company maximum credit limit to CHF 2,243 and reduced the credit line by CHF 173 quarterly payments starting March 31, 2022, CHF 230 quarterly payments starting March 31, 2023 and five CHF 230 payments in the year ending March 31, 2024. 1,679 2,432 Aggregate annual maturities of long-term debt are as follows for the years ending March 31: SCHEDULE OF AGGREGATE ANNUAL MATURITIES OF LONG-TERM DEBT Amount Years Ending March 31, 2024 $ 1,514 2025 489 Total 2,003 Less: current portion 489 Total long-term debt $ 1,514 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Multiemployer Plan [Line Items] | ||
EMPLOYEE BENEFIT PLANS | 13. Employee Benefit Plans EMPLOYEE BENEFIT PLANS Defined Contribution Plans The Company sponsors a defined contribution plan in the United States and Netherlands. The Company’s obligation is limited to its contributions made in accordance with each plan document. Employer contributions to defined contribution plans are recognized as expense. Expenses related to the Company’s plans for the three months ended June 30, 2023 and 2022 were as follows: SCHEDULE OF EXPENSES RELATED TO PLANS 2023 2022 For the Three Months Ended June 30, 2023 2022 United States $ 32 $ 16 Netherlands 27 70 Total defined contribution plan expense $ 59 $ 86 Defined Benefit Plans Amounts recognized in the combined statements of operations for the three months ended June 30, 2023 and 2022, in respect of the Pension Plans were as follows: SCHEDULE OF PENSION PLANS 2023 2022 For the Three Months Ended June 30, 2023 2022 Current service cost $ 167 $ 172 Interest cost 60 40 Expected return on plan assets (87 ) (63 ) Amortization of net gain (39 ) (45 ) Settlement gain - (175 ) Amortization of prior service credit (35 ) (34 ) Net charge to statement of operations $ 66 $ (105 ) | 13. Employee Benefit Plans EMPLOYEE BENEFIT PLANS Defined Contribution Plans The Company sponsors a defined contribution plan in the United States and Netherlands. The Company’s obligation is limited to its contributions made in accordance with each plan document. Employer contributions to defined contribution plans are recognized as expense. Expenses related to the Company’s plans for the years ended March 31, 2023 and 2022 were as follows: SCHEDULE OF EXPENSES RELATED TO PLANS 2023 2022 Years Ended March 31, 2023 2022 United States $ 105 $ 93 Netherlands 152 322 Total defined contribution plan expense $ 257 $ 415 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Defined Benefit Plans The Company has two Swiss defined benefit plans (the “Pension Plans”) covering substantially all the employees of Hocoma AG and Hocoma Medical GmbH in Switzerland. The Pension Plans exceed the minimum benefit requirements under Swiss pension law. The Swiss plans offer retirement, disability and survivor benefits and is governed by a Pension Foundation Board. The responsibilities of this board are defined by Swiss pension law and the plan rules. The plans offer to members at the normal retirement age of 65 a choice between a lifetime pension and a partial or full lump sum payment. Participants can choose to draw early retirement benefits starting from the age of 58 but can also continue employment and remain active members of the plan until the age of 70. Employees can make additional purchases of benefits to fund early retirement benefits. The pension amount payable to a participant is calculated by applying a conversion rate to the accumulated balance of the participant’s retirement savings account at the retirement date. The balance is based on credited vested benefits transferred from previous employers, purchases of benefits, and the employee and employer contributions that have been made to the participant’s retirement savings account, as well as the interest accrued. The annual interest rate credited to participants is determined by the Pension Foundation Board at the end of each year. Although the Swiss plans are based on a defined contribution promise under Swiss pension law, it is accounted for as a defined benefit plan under GAAP, primarily because of the obligation to accrue interest on the participants’ retirement savings accounts and the payment of lifetime pension benefits. An actuarial valuation in accordance with Swiss pension law is performed regularly. Should an underfunded situation on this basis occur, the Pension Foundation Board is required to take the necessary measures to ensure that full funding can be expected to be restored within a maximum period of 10 years. If a Swiss plan were to become significantly underfunded on a Swiss pension law basis, additional employer and employee contributions could be required. The investment strategy of the Swiss plan complies with Swiss pension law, including the rules and regulations relating to diversification of plan assets, and is derived from the risk budget defined by the Pension Foundation Board on the basis of regularly performed asset and liability management analyses. The Pension Foundation Board strives for a medium- and long-term balance between assets and liabilities. Amounts recognized in the combined statements of operations for the years ended March 31, 2023 and 2022, in respect of the Pension Plans were as follows: SCHEDULE OF PENSION PLANS 2023 2022 Years Ended March 31, 2023 2022 As Restated Current service cost $ 687 $ 962 Interest cost 158 51 Expected return on plan assets (249 ) (294 ) Amortization of net gain (179 ) - Settlement gain (699 ) (860 ) Amortization of prior service credit (135 ) (141 ) Net charge to statement of operations $ (417 ) $ (282 ) DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Details of the employee defined benefits obligations and plan assets in respect of the Pension Plans are as follows: SCHEDULE OF EMPLOYEE DEFINED BENEFITS OBLIGATIONS AND PLAN ASSETS 2023 2022 Years Ended March 31, 2023 2022 Change in present value of defined benefit obligation: Defined benefit obligation at the beginning of the year $ 11,678 $ 16,060 Interest on defined obligation 158 51 Current service cost 687 962 Contributions by plan participants 496 446 Translation loss (26 ) (429 ) Benefits paid (1,137 ) (2,103 ) Actuarial loss arising on projected benefit obligation (439 ) (3,309 ) Defined benefit obligation at the end of the year $ 11,417 $ 11,678 Change in plan assets: Fair value of plan assets at the beginning of the year $ 9,422 $ 11,576 Actual return on plan assets 373 (709 ) Contributions by the employer 592 526 Contributions by plan participants 496 446 Benefits paid (1,137 ) (2,103 ) Translation loss (6 ) (314 ) Fair value of plan assets - at the end of the year $ 9,740 $ 9,422 Funded status at end of the year $ (1,677 ) $ (2,256 ) Amounts relating to these defined benefit plans with accumulated benefit obligations in excess of plan assets were as follows: SCHEDULE OF DEFINED BENEFIT PLANS WITH ACCUMULATED BENEFIT OBLIGATIONS IN EXCESS OF PLAN ASSETS 2023 2022 As of March 31, 2023 2022 Accumulated benefit obligation $ 11,116 $ 11,357 Fair value of plan assets $ 9,740 $ 9,422 Amounts recognized in the Company’s combined balance sheet related to the present value of defined benefit obligations consist of the following: SCHEDULE OF AMOUNTS RECOGNIZED IN BALANCE SHEET 2023 2022 As of March 31, 2023 2022 Current liabilities $ - $ - Non-current liabilities (1,677 ) (2,256 ) Total recognized in the combined balance sheet $ (1,677 ) $ (2,256 ) DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Amounts recognized in other comprehensive income in respect of the Pension Plans consist of the following: SCHEDULE OF AMOUNTS RECOGNIZED IN OTHER COMPREHENSIVE INCOME 2023 2022 Years Ended March 31, 2023 2022 Net loss (gain) $ 294 $ (1,445 ) Prior service cost 136 140 Other comprehensive loss (income) $ 430 $ (1,305 ) The principal assumptions used for the purpose of actuarial valuation of the Pension Plans are as follows: SCHEDULE OF PRINCIPAL ASSUMPTIONS USED FOR THE PURPOSE OF ACTUARIAL VALUATION 2023 2022 As of March 31, 2023 2022 Discount rate 2.10 % 1.40 % Expected return on plan assets 3.50 % 2.74 % Expected rate of salary increase 1.00 % 1.00 % The actuarial assumptions used for the defined benefit plans are based on the economic conditions prevailing in the jurisdiction in which they are offered. Changes in the defined benefit obligation are most sensitive to changes in the discount rate. The discount rate is based on the yield of high-quality corporate bonds quoted in an active market in the currency of the respective plan. A decrease in the discount rate increases the defined benefit obligation. The Company regularly reviews the actuarial assumptions used in calculating the defined benefit obligation to determine their continuing relevance. Investment Policy It is the objective of the plan sponsor to maintain an adequate level of diversification to balance market risk, to prudently invest to preserve capital and to provide sufficient liquidity while maximizing earnings for near-term payments of benefits accrued under the plan and to pay plan administrative expenses. The assumption used for the expected long-term rate of return on plan assets is based on the long-term expected returns for the investment mix of assets currently in the portfolio. Historical return trends for the various asset classes in the class portfolio are combined with current and anticipated future market conditions to estimate the rate of return for each class. These rates are then adjusted for anticipated future inflation to determine estimated nominal rates of return for each class. The table below represents the Company’s Pension Plans’ weighted-average asset allocation as of March 31, 2023 and 2022 by asset category: SCHEDULE OF WEIGHTED AVERAGE ASSET ALLOCATION 2023 2022 As of March 31, 2023 2022 Equity securities 33.99 % 35.00 % Debt securities 26.43 % 29.78 % Other, primarily cash and cash equivalents, and hedge funds 39.58 % 35.22 % DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The table below presents the target allocation for each major asset category for the Company’s Pension Plans for the years ended March 31, 2023 and 2022: 2023 2022 Years Ended March 31, 2023 2022 Equity securities 34.00 % 34.00 % Debt securities 28.00 % 33.00 % Other, primarily cash and cash equivalents, and hedge funds 38.00 % 33.00 % The following tables provides the fair value of plan assets held by the Company’s Pension Plans by asset category and by fair value hierarchy level: SCHEDULE OF FAIR VALUE OF PLAN ASSETS Level 1 Level 2 Level 3 Total As of March 31, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 234 $ - $ - $ 234 Equity securities 3,468 - - 3,468 Debt securities 2,493 - - 2,493 Real estate - 2,328 - 2,328 Non-traditional assets - 1,217 - 1,217 Total $ 6,195 $ 3,545 $ - $ 9,740 Level 1 Level 2 Level 3 Total As of March 31, 2022 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 302 $ - $ - $ 302 Equity securities 3,185 - - 3,185 Debt securities 2,535 - - 2,535 Real estate - 2,186 - 2,186 Non-traditional assets - 1,214 - 1,214 Total $ 6,022 $ 3,400 $ - $ 9,422 For the year ending March 31, 2024, the Company expects to contribute $ 599 The following table presents expected Pension Plans payments over the next 10 years: SCHEDULE OF EXPECTED BENEFIT PAYMENTS Amount Year Ending March 31, 2024 $ 124 2025 129 2026 313 2027 160 2028 164 2029-2033 1,080 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
INCOME TAXES | 14. Income Taxes INCOME TAXES For the three months ended June 30, 2023 and 2022, the Company recorded an income tax expense of $ 226 628 7.2 18.8 The Company prepares its financial statements on a combined worldwide basis. Income tax expense is calculated in accordance with the local tax laws of each entity in its relevant jurisdiction on a separate company basis. The Company has not identified any uncertain tax positions in relation to its corporate income taxes. However, it has identified potential penalty exposure in relation to specific information reporting requirements in the United States. Although the Company is trying to address these issues and pursue penalty abatement, it has recorded a long-term payable for the penalties, until potential relief is granted. As of June 30, 2023 and March 31, 2023, the recorded accrual balances stand at $ 1,200 1,000 | 14. Income Taxes INCOME TAXES The components of loss before income tax for the years ended March 31, 2023 and 2022 were as follows: SCHEDULE OF COMPONENTS LOSS BEFORE INCOME TAX 2023 2022 Years Ended March 31, 2023 2022 As Restated U.S. operations $ (5,513 ) $ (7,916 ) Non-U.S. operations 5,182 $ (3,441 ) Total loss before income taxes $ (331 ) $ (11,357 ) The provision for income taxes during the years ended March 31, 2023 and 2022 consists of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2023 2022 Years Ended March 31, 2023 2022 Current: State $ - $ - Federal - - Foreign 1,435 391 Deferred: State - - Federal - - Foreign 70 55 - - Noncurrent State - - Federal 525 250 Foreign - - Total $ 2,030 $ 696 A reconciliation of income tax expense computed at the statutory corporate income tax rate to the effective income tax rate for the years ended March 31, 2023 and 2022 is as follows: SCHEDULE OF RECONCILIATION INCOME TAX EXPENSE 2023 2022 Years Ended March 31, 2023 2022 Tax expense computed at federal statutory rate 21.0 % 21.0 % State tax (273.0 )% 2.0 % Change in valuation allowance 2,245.5 % (21.6 )% Foreign rate differential (195.5 )% 0.7 % Non-deductible expenses 1,426.3 % (5.6 )% Penalties 1,124.0 % (2.0 )% Other (2.4 )% (0.4 )% Total income tax expense 4,345.9 % (5.9 )% The Company’s pre-tax book income was close to breakeven during the current period, resulting in a highly variable overall effective tax rate and its various components. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The Company’s deferred tax position reflects the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. Significant components of the deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 As of March 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 7,863 $ 6,989 Pension 323 432 Accrued expenses 138 26 Section 163(j) interest expense carryforward 165 125 Capitalized R&D 689 567 GAAP to statutory adjustments 393 747 Other 152 76 Total gross deferred tax assets 9,723 8,962 Less: valuation allowance (9,187 ) (8,193 ) Total deferred tax assets, net of valuation allowance $ 536 $ 769 Deferred tax liabilities: Depreciation $ 7 $ 9 GAAP to statutory adjustments 869 963 Other 51 149 Total gross deferred tax liabilities 927 1,121 Net deferred tax liabilities $ 391 $ 352 The valuation allowance for deferred tax assets as of March 31, 2023 and 2022 primarily relates to net operating loss and interest deduction limitation carryforwards that, in the judgment of the Company, are not more-likely-than-not to be realized. In assessing the realizability of deferred tax assets, the Company considers whether it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, the Company believes it is more-likely-than-not that it will realize the benefits of these deductible differences, net of the existing valuation allowances as of March 31, 2023 and 2022. As of March 31, 2023 and 2022, the Company has tax effected net operating loss carryforwards in U.S. of $ 2,453 1,994 761 80 464 478 4,946 4,517 The Company prepares its financial statements on a combined worldwide basis. Income tax expense is calculated in accordance with the local tax laws of each entity in its relevant jurisdiction on a separate company basis. The Company has not identified any uncertain tax positions in relation to its corporate income taxes. However, it has identified potential penalty exposure in relation to specific information reporting requirements in the United States. Although the Company is trying to address these issues and pursue penalty abatement, it has recorded a long-term payable for the penalties, until potential relief is granted. As of March 31, 2023 and 2022, the recorded accrual balances stand at $ 1,000 475 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The Company is subject to taxation in Switzerland, the U.S., and other jurisdictions of its foreign subsidiaries. As of March 31, 2023, tax years 2020, 2021, and 2022 are subject to examination by the tax authorities in the U.S. The Company is not currently under examination by tax authorities in any jurisdiction |
LEASES
LEASES | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
LEASES | 16. Leases LEASES The Company leases office space (real estate), vehicles and office equipment under operating leases. The Company did not have any finance leases as of June 30, 2023 and March 31, 2023. Right-of-use lease assets and lease liabilities that are reported in the Company’s condensed combined balance sheet as of June 30, 2023 and March 31, 2023 are as follows: SCHEDULE OF RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES As of June 30, 2023 As of March 31, 2023 Operating lease, right-of-use assets, net $ 5,134 $ 3,200 Current portion of long-term operating lease 1,667 1,255 Long-term operating lease 3,492 1,970 Total operating lease liabilities $ 5,159 $ 3,225 Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s lease for the three months ended June 30, 2023 and 2022 were: SCHEDULE OF LEASE EXPENSE 2023 2022 For the Three Months Ended June 30, 2023 2022 Fixed operating lease costs $ 494 $ 471 Short-term lease costs 40 5 Total lease cost $ 534 $ 476 Supplemental cash flow information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES 2023 2022 For the Three Months Ended June 30, 2023 2022 Operating cash flows included in the measurement of lease liabilities $ (495 ) $ (456 ) Non-cash lease activity related to right-of-use assets obtained in exchange for new operating lease liabilities 69 113 Other non-cash changes to ROU assets due to reassessment of the lease term 2,231 - The weighted average remaining lease term and discount rate for the Company’s operating leases as of June 30, 2023 and March 31, 2023 were: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE As of June 30, 2023 As of March 31, 2023 Weighted-average remaining lease term (in years) 2.79 2.77 Weighted-average discount rate 4.00 % 4.00 % Lease duration was determined utilizing renewal options that the Company is reasonably certain to execute. As of June 30, 2023, maturities of operating lease liabilities for each of the following five years ending March 31 and a total thereafter were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Operating Leases Remainder of 2024 $ 1,416 2025 1,626 2026 1,025 2027 742 2028 730 Thereafter — Total lease payments 5,539 Less: imputed interest (380 ) Total lease liability $ 5,159 | 16. Leases LEASES The Company leases office space (real estate), vehicles and office equipment under operating leases. The Company did not have any finance leases as of March 31, 2023 and 2022. Right-of-use lease assets and lease liabilities that are reported in the Company’s combined balance sheet as of March 31, 2023 and 2022 are as follows: SCHEDULE OF RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES 2023 2022 As of March 31, 2023 2022 Operating lease, right-of-use assets, net $ 3,200 $ 4,807 Current portion of long-term operating lease 1,255 1,743 Long-term operating lease 1,970 3,099 Total operating lease liabilities $ 3,225 $ 4,842 Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s lease for the years ended March 31, 2023 and 2022 were: SCHEDULE OF LEASE EXPENSE 2023 2022 Years Ended March 31, 2023 2022 Fixed operating lease costs $ 1,939 $ 1,882 Short-term lease costs - 23 Total lease cost $ 1,939 $ 1,905 Supplemental cash flow information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES 2023 2022 Years Ended March 31, 2023 2022 Operating cash flows included in the measurement of lease liabilities $ (1,930 ) (1,847 ) Non-cash lease activity related to right-of-use assets obtained in exchange for new operating lease liabilities $ 178 144 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The weighted average remaining lease term and discount rate for the Company’s operating leases as of March 31, 2023 and 2022 were: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE As of March 31, 2023 2022 Weighted-average remaining lease term (in years) 2.77 3.71 Weighted-average discount rate 4.00 % 4.00 % Lease duration was determined utilizing renewal options that the Company is reasonably certain to execute. As of March 31, 2023, maturities of operating lease liabilities for each of the following five years and a total thereafter were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Year ending March 31, Operating Leases 2024 $ 1,356 2025 1,075 2026 518 2027 244 2028 231 Thereafter - Total lease payments 3,424 Less: imputed interest (199 ) Total lease liability $ 3,225 DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 19, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no | ||
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 9, 2022, an amount of $ 204,020,000 185 100% 24 24 | Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 9, 2022, an amount of $ 204,020,000 185 100 12 12 | ||
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on February 9, 2022, offering costs totaling $ 29,192,787 2,525,000 7,070,000 258,440 3,030,000 15,596,420 712,927 265,808 10,300,559 | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on February 9, 2022, offering costs totaling $ 29,192,787 2,525,000 7,070,000 258,440 3,030,000 15,596,420 712,927 265,808 10,300,559 | ||
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On February 1, 2023, certain investors redeemed 14,529,877 149,322,133 5,670,123 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of June 30, 2023, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Redemption of Class A ordinary shares (149,322,133 ) Re-measurement of Class A ordinary shares subject to possible redemption 35,507,594 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 60,198,874 | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of December 31, 2022, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Re-measurement of Class A ordinary shares subject to possible redemption 32,866,490 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 206,879,903 | ||
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | ||
Net Income (Loss) per Ordinary Share | Net income (loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class A ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class A ordinary shares outstanding for the period. Non-redeemable Class A ordinary shares include the representative shares issued to Maxim at the closing of the initial public offering. For non-redeemable Class B ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of June 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE 2023 2022 Three Months Ended June 30, 2023 2022 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net income attributable to Class A ordinary shares subject to possible redemption $ 77,592 $ 947,763 Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 5,670,123 20,200,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption 0.01 0.05 Non-redeemable ordinary shares Numerator: income attributable to non-redeemable Class A and Class B ordinary shares Net income attributable to non-redeemable Class A and Class B ordinary shares $ 73,252 $ 251,157 Denominator: weighted average non-redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 5,353,000 5,353,000 Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ 0.01 $ 0.05 2023 2022 Six Months Ended June 30, 2023 2022 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net (loss) income attributable to Class A ordinary shares subject to possible redemption $ (130,906 ) $ 3,223,267 Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,800,870 15,847,514 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (0.01 ) 0.20 Non-redeemable ordinary shares Numerator: income attributable to non-redeemable Class A and Class B ordinary shares Net (loss) income attributable to non-redeemable Class A and Class B ordinary shares $ (79,621 ) $ 1,073,290 Denominator: weighted average non-redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 5,353,000 5,276,939 Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ (0.01 ) $ 0.20 | Net Income (Loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class A ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class A ordinary shares outstanding for the period. Nonredeemable Class A ordinary shares include the representative shares issued to Maxim at the closing of the initial public offering. For non-redeemable Class B ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Nonredeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share as of December 31, 2022 and 2021 (in dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE 2022 2021 Twelve Months Ended 2022 2021 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net income $ 5,101,263 $ — Net income attributable to Class A ordinary shares subject to possible redemption $ 5,101,263 $ — Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 18,041,644 — Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.28 $ — Non-redeemable ordinary shares Numerator: net income (loss) Net income (loss) $ 1,502,892 $ (9,963 ) Net income (loss) attributable to non-redeemable Class A and Class B ordinary shares $ 1,502,892 $ (9,963 ) Denominator: weighted average non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 5,315,282 5,000,000 Basic and diluted net income (loss) per share, non-redeemable ordinary shares $ 0.28 $ (0.00 ) | ||
Related Parties | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. | ||
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | ||
Warranty Liability | Warranty Liability The Company accounted for the 26,670,000 Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. | Warranty Liability The Company accounted for the 26,670,000 Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. | ||
Recent Accounting Pronouncements Adopted | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020- 06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | ||
DIH Holding US, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Basis of Presentation | Basis of Presentation The Company has historically existed and functioned as part of the business of DIH Technology Ltd. (“DIH Cayman” or the “Parent”). The accompanying combined financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The combined financial statements reflect the results of certain DIH Cayman legal entities subject to the potential business combination with ATAK, as explicitly stated in the Business Combination Agreement. These legal entities include DIH Holding US (which is prepared on a consolidated basis), Hocoma AG and Motekforce Link BV and their respective subsidiaries. Each of these legal entities’ respective historical operations, including results of operations, assets and liabilities, and cash flows have been fully reflected in these combined financial statements. While the Company’s businesses have historically functioned together with the other businesses controlled by DIH Cayman, the Company’s businesses are largely isolated and not dependent on corporate or other support functions. DIH Cayman does not have significant corporate or operational activity and does not have shared services that it provides to its subsidiaries. The Company considered allocations from the Parent and its subsidiaries but they are insignificant because of the organizational structure such that these combined financial statements are comprised of legal entities that had complete standalone financial statements available. During the three months ended June 30, 2023 and 2022, the Company and DIH International (“DIH Hong Kong”) were subsidiaries of DIH Cayman and were under common control of DIH Cayman. Significant intercompany transactions and balances have been eliminated on combination. In preparation of the combined financial statement information presented herein, the Company evaluated its transactions with DIH Cayman to determine if they are to be included in the combined financial statement information presented. Transactions with DIH China, a subsidiary of DIH Hong Kong, related to distribution services provided to the Company are disclosed as related party transactions in Note 12. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly and indirectly, to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements of subsidiaries are included in the combined financial statements from the date that control commences until the date that control ceases. These companies are controlled by common owners and management. The deficit balance in these combined financial statements represents the excess of total liabilities over total assets, including intercompany balances between us and related parties (net parent company investment) and accumulated other comprehensive loss. Net parent company investment is primarily impacted by contributions from related parties which are the result of net funding provided by or distributed to related parties. The total net effect of the settlement of related party intercompany transactions is reflected in the combined statements of cash flows as a financing activity and in the combined balance sheets as net parent company investment. | Basis of Presentation The Company has historically existed and functioned as part of the business of DIH Technology Ltd. (“DIH Cayman” or the “Parent”). The accompanying combined financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The combined financial statements reflect the results of certain DIH Cayman legal entities subject to the potential business combination with ATAK, as explicitly stated in the Business Combination Agreement. These legal entities include DIH Holding US (which is prepared on a consolidated basis), Hocoma AG and Motekforce Link BV and their respective subsidiaries. Each of these legal entities’ respective historical operations, including results of operations, assets and liabilities, and cash flows have been fully reflected in these combined financial statements. While the Company’s businesses have historically functioned together with the other businesses controlled by DIH Cayman, the Company’s businesses are largely isolated and not dependent on corporate or other support functions. DIH Cayman does not have significant corporate or operational activity and does not have shared services that it provides to its subsidiaries. The Company considered allocations from the Parent and its subsidiaries but they are insignificant because of the organizational structure such that these combined financial statements are comprised of legal entities that had complete standalone financial statements available. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) During the years ended March 31, 2023 and 2022, the Company and DIH International (“DIH Hong Kong”) were subsidiaries of DIH Cayman and were under common control of DIH Cayman. Significant intercompany transactions and balances have been eliminated on combination. In preparation of the combined financial statement information presented herein, the Company evaluated its transactions with DIH Cayman to determine if they are to be included in the combined financial statement information presented. Transactions with DIH China, a subsidiary of DIH Hong Kong, related to distribution services provided to the Company are disclosed as related party transactions in Note 12. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly and indirectly, to govern the financial and operating policies of an entity and be exposed to the variable returns from its activities. The financial statements of subsidiaries are included in the combined financial statements from the date that control commences until the date that control ceases. These companies are controlled by common owners and management. The deficit balance in these combined financial statements represents the excess of total liabilities over total assets, including intercompany balances between us and related parties (net parent company investment) and accumulated other comprehensive loss. Net parent company investment is primarily impacted by contributions from related parties which are the result of net funding provided by or distributed to related parties. The total net effect of the settlement of related party intercompany transactions is reflected in the combined statements of cash flows as a financing activity and in the combined balance sheets as net parent company investment. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates made by management in connection with the preparation of the accompanying combined financial statements include the useful lives of long-lived assets, inventory valuations, the allocation of transaction price among various performance obligations, the allowance for doubtful accounts, the fair value of financial assets, liabilities, actuarial valuation of pensions and realizability of deferred income tax asset or liabilities. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates made by management in connection with the preparation of the accompanying combined financial statements include the useful lives of long-lived assets, inventory valuations, the allocation of transaction price among various performance obligations, the allowance for doubtful accounts, the fair value of financial assets, liabilities, actuarial valuation of pensions and realizability of deferred income tax asset or liabilities. Actual results could differ from those estimates. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. | |||
Income Taxes | Income Taxes Income taxes are accounted for under the asset-and-liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities, as well as loss and tax credit carryforwards and their respective tax bases measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Deferred tax assets and deferred tax liabilities are presented as noncurrent in a classified balance sheet. The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense (benefit). The Company adjusts these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. Under the Tax Cuts and Jobs Act, the Global Intangible Low-Taxed Income (“GILTI”) provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Under GAAP, companies are allowed to make an accounting policy election to either (i) account for GILTI as a period cost within income tax expense in the period in which it is incurred or (ii) account for GILTI in a company’s measurement of deferred taxes. The Company elected to account for GILTI as a period cost. On March 27, 2020, former President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. However, the CARES Act had no material impact on the combined financial statements. | |||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk primarily consists of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with highly-rated financial institutions and limits the amount of credit exposure to any one entity. We believe we do not have any significant credit risk on our cash and cash equivalents. For accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers which is limited to the amounts recorded on the condensed combined balance sheets. The risk associated with this concentration is mitigated by our ongoing credit-review procedures and letters of credit or payment prior to shipment. Major customers are defined as those individually comprising more than 10 10.1 11.1 17.1 10 | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk primarily consists of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with highly-rated financial institutions and limits the amount of credit exposure to any one entity. We believe we do not have any significant credit risk on our cash and cash equivalents. For accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers which is limited to the amounts recorded on the combined balance sheets. The risk associated with this concentration is mitigated by our ongoing credit-review procedures and letters of credit or payment prior to shipment. Major customers are defined as those individually comprising more than 10 11.1 12.6 11.3 10 | ||
Fair Value Measurements | Fair Value Measurements The Company uses any of three valuation approaches to measure fair value: the market approach, the income approach, and the cost approach in determining the appropriate valuation methodologies based on the nature of the asset or liability being measured and the reliability of the inputs used in arriving at fair value. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, revolving credit facilities, long-term debt, accrued expenses and other current liabilities, and accrued employee benefits. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities, and accrued employee benefits are representative of their respective fair values due to the short-term maturity of these instruments. As the Company’s revolving credit facilities are repriced at short-term rates, their carrying value approximate the fair value. A majority of the Company’s long-term debt is due within 12 months and is classified as current in the combined Balance Sheet. The non-current portion of the long-term debt will be repaid within two years and is subject to repricing by the lender. Therefore the Company’s long term debt’s carrying value approximate the fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These fair value measurements incorporate nonperformance risk (i.e., the risk that an obligation will not be fulfilled). In measuring fair value, the Company reflects the impact of credit risk on liabilities, as well as any collateral. The Company also considers the credit standing of counterparties in measuring the fair value of assets. The Company follows the provisions of ASC 820, Fair Value Measurements DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the valuation hierarchy are defined as follows: ● Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 – Other inputs that are observable directly or indirectly such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 – Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. | |||
Recent Accounting Pronouncements Adopted | Accounting Pronouncements Recently Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments | Recent Accounting Pronouncements Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), Amendments to the FASB Accounting Standards Codification DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) | ||
Unaudited Interim Condensed Combined Financial Information | Unaudited Interim Condensed Combined Financial Information The accompanying condensed combined balance sheet as of June 30, 2023, the condensed combined statements of operations for the three months ended June 30, 2023 and 2022, the condensed combined statements of comprehensive loss for the three months ended June 30, 2023 and 2022, the condensed combined statements of cash flows for the three months ended June 30, 2023 and 2022 and the condensed combined statements for the three months ended June 30, 2023 and 2022 are unaudited. The financial data and other information contained in the notes thereto as of and for the three months ended June 30, 2023 and 2022 are also unaudited. The unaudited interim condensed combined financial statements have been prepared on the same basis as the audited annual combined financial statements, and in the opinion of management, reflect all normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2023, the results of its operations for the three months ended June 30, 2023 and 2022 and its cash flows for the three months ended June 30, 2023 and 2022. These unaudited condensed combined financial statements should be read in conjunction with the audited combined financial statements as of and for the years ended March 31, 2023 and 2022, and the notes thereto, included elsewhere in this proxy statement/prospectus. The results for the three months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ended March 31, 2024, or any other interim periods, or any future year or period. The significant accounting policies used in preparation of these unaudited interim condensed combined financial statements are consistent with those described in the Company’s audited combined financial statements as of and for the years ended March 31, 2023 and 2022 included elsewhere in this proxy statement/prospectus and are updated below as necessary. | |||
Foreign Currency Reporting | Foreign Currency Reporting The functional currency for the Company’s non-U.S. subsidiaries is the local currency. The assets and liabilities of foreign subsidiaries are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. Revenues and expenses are translated at the average exchange rates for each respective reporting period. Adjustments resulting from translating local currency financial statements into U.S. dollars are reflected in accumulated other comprehensive loss in equity (deficit). Transactions denominated in currencies other than the functional currency are remeasured based on the exchange rates at the time of the transaction. Foreign currency gains and losses arising primarily from changes in exchange rates on foreign currency denominated intercompany transactions and balances between foreign locations are recorded in the combined statements of operations. Realized and unrealized gains (losses) resulting from transactions conducted in foreign currencies for the three months ended June 30, 2023 and 2022 were $( 703 501 | Foreign Currency Reporting The functional currency for the Company’s non-U.S. subsidiaries is the local currency. The assets and liabilities of foreign subsidiaries are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. Revenues and expenses are translated at the average exchange rates for each respective reporting period. Adjustments resulting from translating local currency financial statements into U.S. dollars are reflected in accumulated other comprehensive loss in equity (deficit). Transactions denominated in currencies other than the functional currency are remeasured based on the exchange rates at the time of the transaction. Foreign currency gains and losses arising primarily from changes in exchange rates on foreign currency denominated intercompany transactions and balances between foreign locations are recorded in the combined statements of operations. Realized and unrealized gains (losses) resulting from transactions conducted in foreign currencies for the years ended March 31, 2023 and 2022 were $ 667 292 | ||
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | ||
Revenue Recognition | Revenue Recognition Sales are recognized as the performance obligations to deliver products or services are satisfied and are recorded based on the amount of consideration the Company expects to receive in exchange for satisfying the performance obligations. The Company’s sales are recognized primarily when it transfers control to the customer, which can be on the date of shipment of the product, the date of receipt of the product by the customer or upon completion of any required product installation service depending on the terms of the sales contracts and product shipping terms. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based upon a relative standalone selling price and recognizes the related revenue when or as control of each individual performance obligation is transferred to customers. The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. Sales represent the amount of consideration the Company expects to receive from customers in exchange for transferring products and services. Net sales exclude sales tax, value added and other taxes the Company collects from customers. Sales for extended warranties are deferred and recognized as revenue on a straight-line basis over the warranty period. The Company extends terms of payment to its customers based on commercially reasonable terms for the markets of its customers, while also considering their credit quality. Shipping and handling costs charged to customers are included in net sales. Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers. These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications. Provisions for these warranty costs are recognized in the same period that the related revenue is recorded similar to other assurance-type warranties. Deferred revenue primarily represents service contracts and equipment maintenance, for which consideration is received in advance of when service for the device or equipment is provided, and a smaller component of product shipments where a residual installation service is to be completed. Revenue related to services contracts and equipment maintenance is recognized over the service period as time elapses. Revenues related to products containing an installation clause, are recognized once the item is confirmed installed. See Note 3 for further information on the Company’s deferred revenue balances and remaining performance obligations. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Revenues exclude any taxes that the Company collects from customers and remits to tax authorities. Amounts billed to customer for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of sales in the period in which revenue is recognized. The Company has elected a practical expedient under ASC 606 that allows for shipping and handling activities that occur after the customer has obtained control of a good to be accounted for as a fulfillment cost. The Company does not adjust the promised amount of consideration for the effects of a significant financing component, if, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. The Company exercises judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation. Typically, over-time revenue recognition is recognized on a straight-line basis over the service period, as a time-based measure of progress best reflects the Company’s performance in satisfying the performance obligation. If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the point-in-time in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery. | |||
Warranties | Warranties The Company generally provides warranties for its products from manufacturing defects on a limited basis for a period of one year after purchase, but also has extended warranties that are separately priced for periods of up to four years. During the term of the warranty, if the device fails to operate properly from defects in materials and workmanship, the Company will fix or replace the defective product. If the customer does not allow required scheduled maintenance of the product during the extended warranty contract terms, the contract is canceled. | |||
Cost of Sales | Cost of Sales Cost of sales is comprised of direct materials and supplies consumed in the manufacture of products, as well as manufacturing labor, depreciation expense and direct overhead expense necessary to acquire and convert the purchased materials and supplies into finished product. Cost of sales also includes the cost to distribute products to customers, inbound freight costs, warehousing costs and other shipping and handling activity, excluding shipping and handling to customers. Cost of service is comprised primarily of employee wages, benefits and related personnel expenses of our technical support team, our professional consulting personnel, and our training teams. | |||
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expense is primarily comprised of selling expenses, marketing expenses, administrative and other indirect overhead costs, and other miscellaneous operating items. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) | |||
Research and Development | Research and Development Research and development costs are expensed when incurred except for production stage software research and development costs. Research and development costs include costs of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses. | |||
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net in the accompanying combined balance sheets are presented net of allowances for doubtful accounts. The Company performs evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The standard terms and conditions include provisions of prepayments of up to 50% of the contract value prior to shipping the product to the customer. The Company evaluates the collectability of its accounts receivable based upon several factors, including historical experience, the likelihood of payment from its customers, and any other known specific factors associated with its customers. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for specific receivables if and when collection becomes doubtful. Allowances are made based upon a specific review of aged invoices as well as a review of the overall quality and age of those invoices not specifically reviewed. Uncollectible accounts are written-off against the allowance when it is deemed that a customer account is uncollectible. | |||
Restricted Cash | Restricted Cash Restricted cash primarily consists of cash collateralizing leases for the Company’s facilities and vehicles and pledged assets associated with other vendor agreements. | |||
Inventories, net | Inventories, net Inventories are stated at the lower of cost or net realizable value, with cost determined on a weighted average cost basis. The Company reduces the carrying value of inventories for items that are potentially excess, obsolete, or slow-moving based on changes in customer demand, technology developments, or other economic factors. These reserves are included within the raw materials and spare parts, work in process, and finished and semi-finished goods accounts. Inventory costs for manufactured products consist primarily of direct labor and materials (including salary and fringe benefits, raw materials, and supplies) and indirect costs (including allocations of costs from departments that support manufacturing activities and facility allocations). The allocation of fixed production overhead costs is based on actual production levels, to the extent that they are within the range of the facility’s normal capacity. Inventory costs for products purchased for resale or manufactured under contract consist primarily of the purchase cost, freight-in charges, and indirect costs as appropriate. The Company regularly evaluates its inventory to determine if the costs are appropriately recorded at the lower of cost or market value. Lower of cost or market value write-downs are recorded if the book value exceeds the estimated net realizable value of the inventory, based on recent sales prices at the time of the evaluation. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) | |||
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost and depreciated over the useful lives of the assets using the straight- line method except for leasehold improvements which are depreciated over the shorter of the useful life or the lease term. Useful lives by asset category are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT NET Years Computer software and hardware 3 Machinery and equipment 5 10 Vehicles 5 Furniture and fixtures 3 5 Buildings 30 Leasehold improvements Shorter of remaining lease term or estimated useful life Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss are reflected in the accompanying combined statements of operations for the period. | |||
Capitalized software, net | Capitalized software, net Software development costs are capitalized in accordance with ASC 350-40, Internal Use Software Accounting and Capitalization 5 | |||
Other intangible assets, net | Other intangible assets, net Costs associated with the acquisition of patent and technology related intangibles are capitalized and amortized using the straight-line method over the estimated useful life, 10 years, from which the expected benefit will be derived. | |||
Demonstration Units | Demonstration Units The Company utilizes product demonstration units that are used to display the product’s capabilities and demonstrate how it works to potential customers or for other appropriate applications. The Company records and carries the cost of these demonstration units as either inventory or property and equipment depending on several factors including the nature of the product, length of time the units are in the field prior to being sold, and whether management’s intent is to sell the units. The product demonstration units that are classified as property and equipment are carried net of accumulated depreciation. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) | |||
Impairment of Long-Lived Assets, including intangible assets | Impairment of Long-Lived Assets, including intangible assets Long-lived assets include acquired property and equipment, subject to amortization. The Company evaluates the recoverability of long-lived assets for possible impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. Recoverability is measured by a comparison of the carrying amount of an asset or asset group to the undiscounted future cash flows expected to be generated by the asset or asset group. When required, impairment losses on assets to be held and used are recognized based on the excess of the asset’s carrying amount over the fair value of the asset, while long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Capitalized software costs and other intangible assets are tested for impairment whenever events or changes in circumstances that could impact recoverability occur. For the years ended March 31, 2023 and 2022, the Company did not record any impairment losses. | |||
Leases | Leases The Company adopted the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842 on April 1, 2021 using the modified retrospective approach and, as a result, did not restate prior periods. At the commencement of a contract, the Company determines if a contract meets the definition of a lease. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. The Company determines if the contract conveys the right to control the use of an identified asset for a period of time. The Company assesses throughout the period of use whether the Company has the following: (1) the right to obtain substantially all the economic benefits from use of the identified asset, and (2) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. Leases are classified as operating leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement date based on the present value of the minimum future lease payments. The Company leases office space, vehicles and office equipment under operating leases. The Company has elected several practical expedients permitted under ASC 842. The Company has elected not to recognize right-of-use assets and liability for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that are reasonably certain to be exercised Most real estate leases contain clauses for renewal at the Company’s option with renewal terms that generally extend the lease term from six months to five years. Certain lease agreements contain options to purchase the leased property and options to terminate the lease. Payments to be made in option periods are recognized as part of the right-of-use lease assets and lease liabilities when it is reasonably certain that the option to extend the lease will be exercised or the option to terminate the lease will not be exercised or is not at the Company’s option. The Company determines whether the reasonably certain threshold is met by considering all relevant factors, including company-specific plans and economic outlook. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) | |||
Contingencies | Contingencies The Company records a liability in the combined financial statements for loss contingencies when a loss is known or considered probable, and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |||
Segment Information | Segment Information The Company operates in one operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews revenue at the geographic region level, and gross profit, operating income and expenses, and net income at the Company wide level to allocate resources and assess the Company’s overall performance. Accordingly, decision-making regarding the Company’s overall operating performance and allocation of Company resources is assessed on an aggregate basis. | |||
Defined Benefit Plan | Defined Benefit Plan The Company sponsors defined benefit pension plans (“pension plans”) for its employees and retirees. The Company recognizes the funded status of its pension plans on the combined balance sheets based on the year-end measurements of plan assets and benefit obligations. When the fair value of plan assets is in excess of the plan benefit obligations, the amounts are reported in other current assets and other assets. When the fair value of plan benefit obligations is in excess of plan assets, the amounts are reported in accrued expenses and other long-term liabilities based on the amount by which the actuarial present value of benefits payable in the next twelve months included in the benefit obligation exceeds the fair value of plan assets. Net periodic pension benefit cost/(income) is recorded in the combined statements of operations and includes service cost, interest cost, expected return on plan assets, amortization of prior service costs/(credits) and (gains)/losses previously recognized as a component of other comprehensive income/(loss) and amortization of the net transition asset remaining in accumulated other comprehensive income/(loss). The service cost component of net benefit cost is recorded in selling, general and administrative in the combined statements of operations. The other components of net benefit cost are presented separately from service cost within other income (expense) in the combined statements of operations. (Gains)/losses and prior service costs/(credits) are recognized as a component of other comprehensive income in the combined statements of comprehensive loss as they arise. Those (gains)/losses and prior service costs/(credits) are subsequently recognized as a component of net periodic cost/(income) pursuant to the recognition and amortization provisions of applicable accounting guidance. (Gains)/losses arise as a result of differences between actual experience and assumptions or as a result of changes in actuarial assumptions. Prior service costs/(credits) represent the cost of benefit changes attributable to prior service granted in plan amendments. DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The measurement of benefit obligations and net periodic cost/(income) is based on estimates and assumptions approved by the company’s management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age, and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates. See Note 13 for further information. | |||
Acquisitions | Acquisitions In conjunction with each acquisition transaction, the Company determines if the acquisition meets the criteria to be accounted for as a business combination set forth in ASC 805, Business Combinations (“ASC 805”). The Company evaluates the acquisition to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. If the transaction is determined not to be a business combination, it is accounted for as an asset acquisition. For asset acquisitions, the Company allocates the purchase price and other related costs incurred to the assets acquired and liabilities assumed based on recent independent appraisals and management judgment. If the acquisition is determined to be a business combination, the Company records the fair value of acquired tangible assets and identified intangible assets and as well as any noncontrolling interest in accordance ASC 805. Any consideration paid in excess of the net fair value of the identifiable assets and liabilities acquired in a business combination is recorded to goodwill and acquisition-related costs are expensed as incurred. In October 2022, DIH acquired the SafeGait 360 and SafeGait Active smart mobility trainer systems from Gorbel, an innovative United States-based developer and manufacturer of smart material handling and fall protection equipment. The SafeGait acquisition was accounted for as an asset acquisition based on an evaluation of the U.S. GAAP guidance for business combinations. The total cost of the asset acquisition was $ 0.8 0.1 0.2 0.5 |
ORGANIZATION AND PLANS OF BUS_2
ORGANIZATION AND PLANS OF BUSINESS OPERATIONS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF RESTATEMENT ADJUSTMENT AND OTHER IMMATERIAL ADJUSTMENTS | SCHEDULE OF RESTATEMENT ADJUSTMENT AND OTHER IMMATERIAL ADJUSTMENTS Combined Statement of Operations For the year ended March 31, 2022 As Previously Reported Adjustments As Restated Revenue $ 48,979 $ 59 2 $ 49,038 Cost of sales $ 22,750 $ 1,514 1 $ 24,264 Gross Profit $ 26,229 $ (1,455 ) 1,2 $ 24,774 Selling and administrative expense $ 27,633 $ (357 ) 1 $ 27,276 Total operating expenses $ 35,589 $ (357 ) 1 $ 35,232 Operating Loss $ (9,360 ) $ (1,098 ) 1,2 $ (10,458 ) Loss before income taxes $ (10,259 ) $ (1,098 ) 1,2 $ (11,357 ) Net loss $ (10,955 ) $ (1,098 ) 1,2 $ (12,053 ) | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF RESTATEMENT ADJUSTMENT AND OTHER IMMATERIAL ADJUSTMENTS | SCHEDULE OF RESTATEMENT ADJUSTMENT AND OTHER IMMATERIAL ADJUSTMENTS Combined Statement of Operations For the year ended March 31, 2022 As Previously Reported Adjustments As Restated Revenue $ 48,979 $ 59 2 $ 49,038 Cost of sales $ 22,750 $ 1,514 1 $ 24,264 Gross Profit $ 26,229 $ (1,455 ) 1,2 $ 24,774 Selling and administrative expense $ 27,633 $ (357 ) 1 $ 27,276 Total operating expenses $ 35,589 $ (357 ) 1 $ 35,232 Operating Loss $ (9,360 ) $ (1,098 ) 1,2 $ (10,458 ) Loss before income taxes $ (10,259 ) $ (1,098 ) 1,2 $ (11,357 ) Net loss $ (10,955 ) $ (1,098 ) 1,2 $ (12,053 ) Combined Balance Sheet As of March 31, 2022 As Previously Reported Adjustments As Restated Accounts receivables, net $ 6,385 $ 59 2 $ 6,444 Inventories, net $ 5,559 $ (767 ) 1 $ 4,792 Total current assets $ 26,142 $ (708 ) 1,2 $ 25,434 Total assets $ 34,729 $ (708 ) 1,2 $ 34,021 Accounts payable $ 4,988 $ (1,408 ) 2 $ 3,580 Advance payments from customers $ - $ 4,211 2 $ 4,211 Accrued expenses and other current liabilities $ 10,749 $ (2,696 ) 1,2 $ 8,053 Total current liabilities $ 48,735 $ 107 1 $ 48,842 Total liabilities $ 60,336 $ 107 1 $ 60,443 Net parent company investment $ (30,031 ) $ (472 ) 1,2 $ (30,503 ) Accumulated other comprehensive income $ 4,424 $ (343 ) 1,2 $ 4,081 Total (deficit) $ (25,607 ) $ (815 ) 1,2 $ (26,422 ) Total liabilities and (deficit) $ 34,729 $ (708 ) 1,2 $ 34,021 Combined Statement of Comprehensive Loss For the year ended March 31, 2022 As Previously Reported Adjustments As Restated Net Loss $ (10,955 ) $ (1,098 ) 1,2 $ (12,053 ) Foreign currency translation adjustments, net of tax $ 407 $ 283 1 $ 690 Other comprehensive income $ 1,712 $ 283 1 $ 1,995 Comprehensive loss $ (9,243 ) $ (815 ) 1 $ (10,058 ) DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) Combined Statement of Changes in Equity (Deficit) For the year ended March 31, 2022 Net Parent Company Investment Accumulated Other Comprehensive Income As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Balance, March 31, 2020 $ (8,046 ) $ 626 $ (7,420 ) $ 330 $ (626 ) $ (296 ) Net Loss - - - - - - Balance, March 31, 2021 $ (18,897 ) $ 626 $ (18,271 ) $ 2,712 $ (626 ) $ 2,086 Net Loss $ (10,955 ) $ (1,098 ) $ (12,053 ) $ - $ - $ - Net income (loss) $ (10,955 ) $ (1,098 ) $ (12,053 ) $ - $ - $ - Other comprehensive income, net of tax $ - $ - $ - $ 1,712 $ 283 $ 1,995 Balance, March 31, 2022 $ (30,031 ) $ (472 ) $ (30,503 ) $ 4,424 $ (343 ) $ 4,081 Combined Statement of Cash Flow For the year ended March 31, 2022 As Previously Reported Adjustments As Restated Net loss $ (10,955 ) $ (1,098 ) 1,2 $ (12,053 ) Pension income $ 1,013 $ (1,295 ) 2 $ (282 ) Accounts receivables, net $ 3,521 $ (59 ) 2 $ 3,462 Inventories $ 2,421 $ 768 1 $ 3,189 Accounts payable $ (339 ) $ (770 ) 2 $ (1,109 ) Other Liabilities $ (677 ) $ 1,576 1,2 $ 899 Advance payments from customers $ - $ 3,063 2 $ 3,063 Accrued expense and other current liabilities $ 838 $ (2,185 ) 1,2 $ (1,347 ) Net cash used in operating activities $ (744 ) $ - $ (744 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
SUMMARY OF TEMPORARY EQUITY | As of June 30, 2023, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Redemption of Class A ordinary shares (149,322,133 ) Re-measurement of Class A ordinary shares subject to possible redemption 35,507,594 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 60,198,874 | SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering $ 202,000,000 Less: Proceeds allocated to public warrants (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,079,620 ) Fair value allocated to rights (15,596,420 ) Plus: Proceeds allocated to private warrants 4,211,323 Re-measurement of Class A ordinary shares subject to possible redemption 32,866,490 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 206,879,903 | |
SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE 2023 2022 Three Months Ended June 30, 2023 2022 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net income attributable to Class A ordinary shares subject to possible redemption $ 77,592 $ 947,763 Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 5,670,123 20,200,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption 0.01 0.05 Non-redeemable ordinary shares Numerator: income attributable to non-redeemable Class A and Class B ordinary shares Net income attributable to non-redeemable Class A and Class B ordinary shares $ 73,252 $ 251,157 Denominator: weighted average non-redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 5,353,000 5,353,000 Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ 0.01 $ 0.05 2023 2022 Six Months Ended June 30, 2023 2022 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net (loss) income attributable to Class A ordinary shares subject to possible redemption $ (130,906 ) $ 3,223,267 Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,800,870 15,847,514 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (0.01 ) 0.20 Non-redeemable ordinary shares Numerator: income attributable to non-redeemable Class A and Class B ordinary shares Net (loss) income attributable to non-redeemable Class A and Class B ordinary shares $ (79,621 ) $ 1,073,290 Denominator: weighted average non-redeemable Class A and Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 5,353,000 5,276,939 Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ (0.01 ) $ 0.20 | SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE 2022 2021 Twelve Months Ended 2022 2021 Class A ordinary shares subject to possible redemption Numerator: income attributable to Class A ordinary shares subject to possible redemption Net income $ 5,101,263 $ — Net income attributable to Class A ordinary shares subject to possible redemption $ 5,101,263 $ — Denominator: weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 18,041,644 — Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.28 $ — Non-redeemable ordinary shares Numerator: net income (loss) Net income (loss) $ 1,502,892 $ (9,963 ) Net income (loss) attributable to non-redeemable Class A and Class B ordinary shares $ 1,502,892 $ (9,963 ) Denominator: weighted average non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 5,315,282 5,000,000 Basic and diluted net income (loss) per share, non-redeemable ordinary shares $ 0.28 $ (0.00 ) | |
DIH Holding US, Inc. [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
SCHEDULE OF PROPERTY AND EQUIPMENT NET | SCHEDULE OF PROPERTY AND EQUIPMENT NET Years Computer software and hardware 3 Machinery and equipment 5 10 Vehicles 5 Furniture and fixtures 3 5 Buildings 30 Leasehold improvements Shorter of remaining lease term or estimated useful life |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES | SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance of public and private placement warrants 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (1,730,725 ) (3,636,595 ) Transfer of public warrants to Level 1 measurement (1,616,000 ) — (1,616,000 ) Level 3 derivative warrant liabilities as of March 31, 2022 — 527,952 527,952 Change in fair value — (280,952 ) (280,952 ) Level 3 derivative warrant liabilities as of June 30, 2022 — 247,000 247,000 Change in fair value — (118,000 ) (118,000 ) Level 3 derivative warrant liabilities as of September 30, 2022 — 129,000 129,000 Change in fair value — 14,000 14,000 Transfer of Private Placement Warrants to Level 2 measurement — (143,000 ) (143,000 ) Level 3 derivative warrant liabilities as of December 31, 2022 — — — Change in fair value — — — Level 3 derivative warrant liabilities as of March 31, 2023 $ — $ — $ — Change in fair value — — — Level 3 derivative warrant liabilities as of June 30, 2023 $ — $ — $ — Public Warrants Private Placement Total Derivative Warrant Fair value at August 6, 2021 (inception) — — — Change in fair value - - - Derivative warrant liabilities as of December 31, 2021 $ — $ — $ — Initial fair value at issuance 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (1,730,725 ) (3,636,595 ) Derivative warrant liabilities as of March 31, 2022 $ 1,616,000 $ 527,952 $ 2,143,952 Change in fair value (858,500 ) (280,952 ) (1,139,452 ) Derivative warrant liabilities as of June 30, 2022 $ 757,500 $ 247,000 $ 1,004,500 Change in fair value (353,500 ) (118,000 ) (471,500 ) Derivative warrant liabilities as of September 30, 2022 $ 404,000 $ 129,000 $ 533,000 Change in fair value 42,420 14,000 56,420 Derivative warrant liabilities as of December 31, 2022 $ 446,420 $ 143,000 $ 589,420 Change in fair value 58,580 20,000 78,580 Derivative warrant liabilities as of March 31, 2023 $ 505,000 $ 163,000 $ 668,000 Change in fair value (220,180 ) (71,000 ) (291,180 ) Derivative warrant liabilities as of June 30, 2023 $ 284,820 $ 92,000 $ 376,820 | SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance of public and private warrants 3,521,870 2,258,677 5,780,547 Change in fair value (1,905,870 ) (2,115,677 ) (4,021,547 ) Transfer of Public Warrants to Level 1 measurement (1,616,000 ) — (1,616,000 ) Transfer of Private Placement Warrants to Level 2 measurement — (143,000 ) (143,000 ) Level 3 derivative warrant liabilities at December 31, 2022 $ — $ — $ — The following table presents the changes in the fair value of derivative warrant liabilities as of December 31, 2022 and 2021: Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at December 31, 2021 $ — $ — $ — Initial fair value at issuance 3,521,870 2,258,677 5,780,547 Change in fair value (3,075,450 ) (2,115,677 ) (5,191,127 ) Derivative warrant liabilities at December 31, 2022 $ 446,420 $ 143,000 $ 589,420 |
SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS | The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at June 30, 2023: SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 60,198,874 $ — $ — Liabilities Public Warrants $ 284,820 $ — $ — Private Placement Warrants $ — $ 92,000 $ — The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: Assets Cash and marketable securities held in trust account $ 206,879,903 $ — $ — Liabilities Public Warrants $ 446,420 $ — $ — Private Placement Warrants $ — $ 143,000 $ — | The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022. There were no fair value measurements as of December 31, 2021. SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in Trust Account $ 206,879,903 $ — $ — Liabilities: Public Warrants $ 446,420 $ — $ — Private Placement Warrants $ — $ 143,000 — |
SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS | The key inputs into the Black Scholes Merton model formula were as follows at February 9, 2022: SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS Private Placement Warrants Ordinary Share price $ 9.08 Exercise price $ 11.50 Risk-free rate of interest 1.80 % Volatility 9.43 % Term 5.99 Warrant to buy one share $ 0.35 Dividend yield 0.00 % June 30, December 31, 2023 2022 Ordinary Share price $ 10.62 $ 10.23 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 4.07 % 3.94 % Volatility 0.00 % 0.00 % Term 5.25 5.50 Warrant to buy one share $ 0.01 $ 0.02 Dividend yield 0.00 % 0.00 % | The key inputs into the Black Scholes Merton model were as follows at February 9, 2022: SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS Private Warrants Ordinary share price $ 9.08 Exercise price $ 11.50 Risk-free rate of interest 1.80 % Volatility 9.43 % Term 5.99 Warrant to buy one share $ 0.35 Dividend yield 0.00 % The key inputs into the Monte Carlo simulation model were as follows at December 31, 2022: Private Warrants Ordinary share price $ 10.23 Exercise price $ 11.50 Risk-free rate of interest 3.94 % Volatility 0.00 % Term 5.50 Warrant to buy one share $ 0.02 Dividend yield 0.00 % |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF DISAGGREGATION OF REVENUE | The Company disaggregates its revenue with customers by category and by geographic region based on customer location, see Note 4 for further information. The following represents the net revenue for the three months ended June 30, 2023 and 2022, based on revenue category: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 For the Three Months Ended June 30, 2023 2022 Devices $ 10,338 $ 5,129 Services 2,609 2,648 Other 227 93 Total revenue, net $ 13,174 $ 7,870 | The Company disaggregates its revenue with customers by category and by geographic region based on customer location, see Note 4 for further information. The following represents the net revenue for the years ended March 31, 2023 and 2022, based on revenue category: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Years Ended March 31, 2023 2022 As Restated Devices $ 43,401 $ 39,659 Services 10,293 8,104 Other 1,304 1,275 Total revenue, net $ 54,998 $ 49,038 |
GEOGRAPHICAL INFORMATION (Table
GEOGRAPHICAL INFORMATION (Tables) - DIH Holding US, Inc. [Member] | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF REVENUE ATTRIBUTED TO GEOGRAPHIC REGIONS BASED ON CUSTOMER LOCATION | The following represents revenue attributed to geographic regions based on customer location: SCHEDULE OF REVENUE ATTRIBUTED TO GEOGRAPHIC REGIONS BASED ON CUSTOMER LOCATION 2023 2022 For the Three Months Ended June 30, 2023 2022 Europe, Middle East and Africa (“EMEA”) $ 6,757 $ 4,137 Americas 2,989 1,798 Asia Pacific (“APAC”) 3,428 1,935 Total revenue $ 13,174 $ 7,870 | The following represents revenue attributed to geographic regions based on customer location: SCHEDULE OF REVENUE ATTRIBUTED TO GEOGRAPHIC REGIONS BASED ON CUSTOMER LOCATION 2023 2022 Years Ended March 31, 2023 2022 As Restated Europe, Middle East and Africa (“EMEA”) $ 32,635 $ 27,150 Americas 14,283 11,516 Asia Pacific (“APAC”) 8,080 10,372 Total revenue $ 54,998 $ 49,038 |
SCHEDULE OF LONG-LIVED ASSETS | Long-lived assets shown below include property and equipment, net. The following represents long-lived assets where they are physically located: SCHEDULE OF LONG-LIVED ASSETS As of June 30, 2023 As of March 31, 2023 EMEA $ 297 $ 320 Americas 336 390 APAC 113 116 Total property and equipment, net $ 746 $ 826 | Long-lived assets shown below include property and equipment, net. The following represents long-lived assets where they are physically located: SCHEDULE OF LONG-LIVED ASSETS 2023 2022 As of March 31, 2023 2022 EMEA $ 320 $ 217 Americas 390 569 APAC 116 123 Total property and equipment, net $ 826 $ 909 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF INVENTORIES, NET | As of June 30, 2023 and March 31, 2023, inventories, net, consisted of the following: SCHEDULE OF INVENTORIES, NET As of June 30, 2023 As of March 31, 2023 Raw materials and spare parts $ 6,400 $ 5,908 Work in process 1,788 1,146 Finished goods 1,761 593 Less: reserves (2,189 ) (1,526 ) Total inventories, net $ 7,760 $ 6,121 | As of March 31, 2023 and 2022, inventories, net, consisted of the following: SCHEDULE OF INVENTORIES, NET 2023 2022 As of March 31, 2023 2022 As Restated Raw materials and spare parts $ 5,908 $ 5,108 Work in process 1,146 1,362 Finished goods 593 1,489 Less: reserves (1,526 ) (3,167 ) Total inventories, net $ 6,121 $ 4,792 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | Property and equipment, net as of June 30, 2023 and March 31, 2023 consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET As of June 30, 2023 As of March 31, 2023 Computer software and hardware $ 1,057 $ 1,033 Machinery and equipment 1,345 1,320 Leasehold improvements 1,474 1,436 Furniture and fixtures 881 858 Vehicles 69 55 Demonstration units 616 654 Property and equipment 5,442 5,356 Less: accumulated depreciation (4,696 ) (4,530 ) Property and equipment, net $ 746 $ 826 | Property and equipment, net as of March 31, 2023 and 2022 consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET 2023 2022 As of March 31, 2023 2022 Computer software and hardware $ 1,033 $ 1,033 Machinery and equipment 1,320 1,311 Leasehold improvements 1,436 1,448 Furniture and fixtures 858 857 Vehicles 55 55 Demonstration units 654 851 Property and equipment 5,356 5,555 Less: accumulated depreciation (4,530 ) (4,646 ) Property and equipment, net $ 826 $ 909 |
CAPITALIZED SOFTWARE, NET AND_2
CAPITALIZED SOFTWARE, NET AND OTHER INTANGIBLE ASSETS, NET (Tables) - DIH Holding US, Inc. [Member] | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS | Capitalized software, net and other intangible assets, net as of June 30, 2023 and March 31, 2023 consisted of the following: SCHEDULE OF CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS As of June 30, 2023 As of March 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software $ 2,393 $ (136 ) $ 2,257 $ 2,326 $ (123 ) $ 2,203 Other intangible assets $ 380 $ - $ 380 $ 380 $ - $ 380 | Capitalized software, net and other intangible assets, net as of March 31, 2023 and 2022 consisted of the following: SCHEDULE OF CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS As of March 31, 2023 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software $ 2,326 $ (123 ) $ 2,203 $ 2,259 $ (83 ) $ 2,176 Other intangible assets $ 380 $ - $ 380 $ - $ - $ - |
SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION FOR INTANGIBLE ASSETS | Estimated annual amortization for intangible assets over the next five years are as follows: SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION FOR INTANGIBLE ASSETS Remainder of 2024 2025 2026 2027 2028 Estimated annual amortization $ 63 $ 292 $ 464 $ 454 $ 454 | Estimated annual amortization for intangible assets over the next five years are as follows: SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION FOR INTANGIBLE ASSETS 2024 2025 2026 2027 2028 Estimated annual amortization $ 84 $ 488 $ 451 $ 442 $ 442 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF OTHER CURRENT ASSETS | Other current assets as of June 30, 2023 and March 31, 2023 consisted of the following: SCHEDULE OF OTHER CURRENT ASSETS As of June 30, 2023 As of March 31, 2023 Other receivables $ 2,263 $ 1,963 Other current assets 2,924 3,247 Total other current assets $ 5,187 $ 5,210 | Other current assets as of March 31, 2023 and 2022 consisted of the following: SCHEDULE OF OTHER CURRENT ASSETS 2023 2022 As of March 31, 2023 2022 Other receivables $ 1,963 $ 1,885 Other current assets 3,247 1,026 Total other current assets $ 5,210 $ 2,911 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Accrued expenses and other current liabilities as of June 30, 2023 and March 31, 2023 consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of June 30, 2023 As of March 31, 2023 Taxes payable 3,821 3,823 Other payables and current liabilities 7,039 8,588 Total accrued expenses and other current liabilities $ 10,860 $ 12,411 | Accrued expenses and other current liabilities as of March 31, 2023 and 2022 consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2023 2022 As of March 31, 2023 2022 As Restated Taxes payable 3,823 2,657 Other payables and current liabilities 8,588 5,396 Total accrued expenses and other current liabilities $ 12,411 $ 8,053 |
OTHER NON-CURRENT LIABILITIES (
OTHER NON-CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SUMMARY OF OTHER NON-CURRENT LIABILITIES | Other non-current liabilities as of June 30, 2023 and March 31, 2023 consisted of the following: SUMMARY OF OTHER NON-CURRENT LIABILITIES As of June 30, 2023 As of March 31, 2023 Provisions $ 1,272 $ 1,071 Pension liabilities (Note 13) 2,063 1,677 Total other non-current liabilities $ 3,335 $ 2,748 | Other non-current liabilities as of March 31, 2023 and 2022 consisted of the following: SUMMARY OF OTHER NON-CURRENT LIABILITIES 2023 2022 As of March 31, 2023 2022 Provisions $ 1,071 $ 540 Pension liabilities (Note 13) 1,677 2,256 Total other non-current liabilities $ 2,748 $ 2,796 |
LINES OF CREDIT AND LONG-TERM_2
LINES OF CREDIT AND LONG-TERM DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
DIH Holding US, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF AGGREGATE ANNUAL MATURITIES OF LONG-TERM DEBT | The following table presents the aggregate annual maturities of long-term debt as of June 30, 2023: SCHEDULE OF AGGREGATE ANNUAL MATURITIES OF LONG-TERM DEBT Amount Remainder of 2024 $ 1,247 2025 505 Total 1,752 Less: current portion 1,752 Total long-term debt $ — | Aggregate annual maturities of long-term debt are as follows for the years ending March 31: SCHEDULE OF AGGREGATE ANNUAL MATURITIES OF LONG-TERM DEBT Amount Years Ending March 31, 2024 $ 1,514 2025 489 Total 2,003 Less: current portion 489 Total long-term debt $ 1,514 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) - DIH Holding US, Inc. [Member] | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Multiemployer Plan [Line Items] | ||
SCHEDULE OF EXPENSES RELATED TO PLANS | Expenses related to the Company’s plans for the three months ended June 30, 2023 and 2022 were as follows: SCHEDULE OF EXPENSES RELATED TO PLANS 2023 2022 For the Three Months Ended June 30, 2023 2022 United States $ 32 $ 16 Netherlands 27 70 Total defined contribution plan expense $ 59 $ 86 | Expenses related to the Company’s plans for the years ended March 31, 2023 and 2022 were as follows: SCHEDULE OF EXPENSES RELATED TO PLANS 2023 2022 Years Ended March 31, 2023 2022 United States $ 105 $ 93 Netherlands 152 322 Total defined contribution plan expense $ 257 $ 415 |
SCHEDULE OF PENSION PLANS | Amounts recognized in the combined statements of operations for the three months ended June 30, 2023 and 2022, in respect of the Pension Plans were as follows: SCHEDULE OF PENSION PLANS 2023 2022 For the Three Months Ended June 30, 2023 2022 Current service cost $ 167 $ 172 Interest cost 60 40 Expected return on plan assets (87 ) (63 ) Amortization of net gain (39 ) (45 ) Settlement gain - (175 ) Amortization of prior service credit (35 ) (34 ) Net charge to statement of operations $ 66 $ (105 ) | Amounts recognized in the combined statements of operations for the years ended March 31, 2023 and 2022, in respect of the Pension Plans were as follows: SCHEDULE OF PENSION PLANS 2023 2022 Years Ended March 31, 2023 2022 As Restated Current service cost $ 687 $ 962 Interest cost 158 51 Expected return on plan assets (249 ) (294 ) Amortization of net gain (179 ) - Settlement gain (699 ) (860 ) Amortization of prior service credit (135 ) (141 ) Net charge to statement of operations $ (417 ) $ (282 ) |
SCHEDULE OF EMPLOYEE DEFINED BENEFITS OBLIGATIONS AND PLAN ASSETS | Details of the employee defined benefits obligations and plan assets in respect of the Pension Plans are as follows: SCHEDULE OF EMPLOYEE DEFINED BENEFITS OBLIGATIONS AND PLAN ASSETS 2023 2022 Years Ended March 31, 2023 2022 Change in present value of defined benefit obligation: Defined benefit obligation at the beginning of the year $ 11,678 $ 16,060 Interest on defined obligation 158 51 Current service cost 687 962 Contributions by plan participants 496 446 Translation loss (26 ) (429 ) Benefits paid (1,137 ) (2,103 ) Actuarial loss arising on projected benefit obligation (439 ) (3,309 ) Defined benefit obligation at the end of the year $ 11,417 $ 11,678 Change in plan assets: Fair value of plan assets at the beginning of the year $ 9,422 $ 11,576 Actual return on plan assets 373 (709 ) Contributions by the employer 592 526 Contributions by plan participants 496 446 Benefits paid (1,137 ) (2,103 ) Translation loss (6 ) (314 ) Fair value of plan assets - at the end of the year $ 9,740 $ 9,422 Funded status at end of the year $ (1,677 ) $ (2,256 ) | |
SCHEDULE OF DEFINED BENEFIT PLANS WITH ACCUMULATED BENEFIT OBLIGATIONS IN EXCESS OF PLAN ASSETS | Amounts relating to these defined benefit plans with accumulated benefit obligations in excess of plan assets were as follows: SCHEDULE OF DEFINED BENEFIT PLANS WITH ACCUMULATED BENEFIT OBLIGATIONS IN EXCESS OF PLAN ASSETS 2023 2022 As of March 31, 2023 2022 Accumulated benefit obligation $ 11,116 $ 11,357 Fair value of plan assets $ 9,740 $ 9,422 | |
SCHEDULE OF AMOUNTS RECOGNIZED IN BALANCE SHEET | Amounts recognized in the Company’s combined balance sheet related to the present value of defined benefit obligations consist of the following: SCHEDULE OF AMOUNTS RECOGNIZED IN BALANCE SHEET 2023 2022 As of March 31, 2023 2022 Current liabilities $ - $ - Non-current liabilities (1,677 ) (2,256 ) Total recognized in the combined balance sheet $ (1,677 ) $ (2,256 ) | |
SCHEDULE OF AMOUNTS RECOGNIZED IN OTHER COMPREHENSIVE INCOME | Amounts recognized in other comprehensive income in respect of the Pension Plans consist of the following: SCHEDULE OF AMOUNTS RECOGNIZED IN OTHER COMPREHENSIVE INCOME 2023 2022 Years Ended March 31, 2023 2022 Net loss (gain) $ 294 $ (1,445 ) Prior service cost 136 140 Other comprehensive loss (income) $ 430 $ (1,305 ) | |
SCHEDULE OF PRINCIPAL ASSUMPTIONS USED FOR THE PURPOSE OF ACTUARIAL VALUATION | The principal assumptions used for the purpose of actuarial valuation of the Pension Plans are as follows: SCHEDULE OF PRINCIPAL ASSUMPTIONS USED FOR THE PURPOSE OF ACTUARIAL VALUATION 2023 2022 As of March 31, 2023 2022 Discount rate 2.10 % 1.40 % Expected return on plan assets 3.50 % 2.74 % Expected rate of salary increase 1.00 % 1.00 % | |
SCHEDULE OF WEIGHTED AVERAGE ASSET ALLOCATION | The table below represents the Company’s Pension Plans’ weighted-average asset allocation as of March 31, 2023 and 2022 by asset category: SCHEDULE OF WEIGHTED AVERAGE ASSET ALLOCATION 2023 2022 As of March 31, 2023 2022 Equity securities 33.99 % 35.00 % Debt securities 26.43 % 29.78 % Other, primarily cash and cash equivalents, and hedge funds 39.58 % 35.22 % DIH HOLDING US, INC. AND SUBSIDIARIES NOTES TO COMBINED FINANCIAL STATEMENTS (in thousands) The table below presents the target allocation for each major asset category for the Company’s Pension Plans for the years ended March 31, 2023 and 2022: 2023 2022 Years Ended March 31, 2023 2022 Equity securities 34.00 % 34.00 % Debt securities 28.00 % 33.00 % Other, primarily cash and cash equivalents, and hedge funds 38.00 % 33.00 % | |
SCHEDULE OF FAIR VALUE OF PLAN ASSETS | The following tables provides the fair value of plan assets held by the Company’s Pension Plans by asset category and by fair value hierarchy level: SCHEDULE OF FAIR VALUE OF PLAN ASSETS Level 1 Level 2 Level 3 Total As of March 31, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 234 $ - $ - $ 234 Equity securities 3,468 - - 3,468 Debt securities 2,493 - - 2,493 Real estate - 2,328 - 2,328 Non-traditional assets - 1,217 - 1,217 Total $ 6,195 $ 3,545 $ - $ 9,740 Level 1 Level 2 Level 3 Total As of March 31, 2022 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 302 $ - $ - $ 302 Equity securities 3,185 - - 3,185 Debt securities 2,535 - - 2,535 Real estate - 2,186 - 2,186 Non-traditional assets - 1,214 - 1,214 Total $ 6,022 $ 3,400 $ - $ 9,422 | |
SCHEDULE OF EXPECTED BENEFIT PAYMENTS | The following table presents expected Pension Plans payments over the next 10 years: SCHEDULE OF EXPECTED BENEFIT PAYMENTS Amount Year Ending March 31, 2024 $ 124 2025 129 2026 313 2027 160 2028 164 2029-2033 1,080 |
LEASES (Tables)
LEASES (Tables) - DIH Holding US, Inc. [Member] | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES | Right-of-use lease assets and lease liabilities that are reported in the Company’s condensed combined balance sheet as of June 30, 2023 and March 31, 2023 are as follows: SCHEDULE OF RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES As of June 30, 2023 As of March 31, 2023 Operating lease, right-of-use assets, net $ 5,134 $ 3,200 Current portion of long-term operating lease 1,667 1,255 Long-term operating lease 3,492 1,970 Total operating lease liabilities $ 5,159 $ 3,225 | Right-of-use lease assets and lease liabilities that are reported in the Company’s combined balance sheet as of March 31, 2023 and 2022 are as follows: SCHEDULE OF RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES 2023 2022 As of March 31, 2023 2022 Operating lease, right-of-use assets, net $ 3,200 $ 4,807 Current portion of long-term operating lease 1,255 1,743 Long-term operating lease 1,970 3,099 Total operating lease liabilities $ 3,225 $ 4,842 |
SCHEDULE OF LEASE EXPENSE | Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s lease for the three months ended June 30, 2023 and 2022 were: SCHEDULE OF LEASE EXPENSE 2023 2022 For the Three Months Ended June 30, 2023 2022 Fixed operating lease costs $ 494 $ 471 Short-term lease costs 40 5 Total lease cost $ 534 $ 476 | Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s lease for the years ended March 31, 2023 and 2022 were: SCHEDULE OF LEASE EXPENSE 2023 2022 Years Ended March 31, 2023 2022 Fixed operating lease costs $ 1,939 $ 1,882 Short-term lease costs - 23 Total lease cost $ 1,939 $ 1,905 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | Supplemental cash flow information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES 2023 2022 For the Three Months Ended June 30, 2023 2022 Operating cash flows included in the measurement of lease liabilities $ (495 ) $ (456 ) Non-cash lease activity related to right-of-use assets obtained in exchange for new operating lease liabilities 69 113 Other non-cash changes to ROU assets due to reassessment of the lease term 2,231 - | Supplemental cash flow information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES 2023 2022 Years Ended March 31, 2023 2022 Operating cash flows included in the measurement of lease liabilities $ (1,930 ) (1,847 ) Non-cash lease activity related to right-of-use assets obtained in exchange for new operating lease liabilities $ 178 144 |
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE | The weighted average remaining lease term and discount rate for the Company’s operating leases as of June 30, 2023 and March 31, 2023 were: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE As of June 30, 2023 As of March 31, 2023 Weighted-average remaining lease term (in years) 2.79 2.77 Weighted-average discount rate 4.00 % 4.00 % | The weighted average remaining lease term and discount rate for the Company’s operating leases as of March 31, 2023 and 2022 were: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE As of March 31, 2023 2022 Weighted-average remaining lease term (in years) 2.77 3.71 Weighted-average discount rate 4.00 % 4.00 % |
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES | As of June 30, 2023, maturities of operating lease liabilities for each of the following five years ending March 31 and a total thereafter were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Operating Leases Remainder of 2024 $ 1,416 2025 1,626 2026 1,025 2027 742 2028 730 Thereafter — Total lease payments 5,539 Less: imputed interest (380 ) Total lease liability $ 5,159 | As of March 31, 2023, maturities of operating lease liabilities for each of the following five years and a total thereafter were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Year ending March 31, Operating Leases 2024 $ 1,356 2025 1,075 2026 518 2027 244 2028 231 Thereafter - Total lease payments 3,424 Less: imputed interest (199 ) Total lease liability $ 3,225 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) - DIH Holding US, Inc. [Member] | 12 Months Ended |
Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF COMPONENTS LOSS BEFORE INCOME TAX | The components of loss before income tax for the years ended March 31, 2023 and 2022 were as follows: SCHEDULE OF COMPONENTS LOSS BEFORE INCOME TAX 2023 2022 Years Ended March 31, 2023 2022 As Restated U.S. operations $ (5,513 ) $ (7,916 ) Non-U.S. operations 5,182 $ (3,441 ) Total loss before income taxes $ (331 ) $ (11,357 ) |
SCHEDULE OF PROVISION FOR INCOME TAXES | The provision for income taxes during the years ended March 31, 2023 and 2022 consists of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2023 2022 Years Ended March 31, 2023 2022 Current: State $ - $ - Federal - - Foreign 1,435 391 Deferred: State - - Federal - - Foreign 70 55 - - Noncurrent State - - Federal 525 250 Foreign - - Total $ 2,030 $ 696 |
SCHEDULE OF RECONCILIATION INCOME TAX EXPENSE | A reconciliation of income tax expense computed at the statutory corporate income tax rate to the effective income tax rate for the years ended March 31, 2023 and 2022 is as follows: SCHEDULE OF RECONCILIATION INCOME TAX EXPENSE 2023 2022 Years Ended March 31, 2023 2022 Tax expense computed at federal statutory rate 21.0 % 21.0 % State tax (273.0 )% 2.0 % Change in valuation allowance 2,245.5 % (21.6 )% Foreign rate differential (195.5 )% 0.7 % Non-deductible expenses 1,426.3 % (5.6 )% Penalties 1,124.0 % (2.0 )% Other (2.4 )% (0.4 )% Total income tax expense 4,345.9 % (5.9 )% |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The Company’s deferred tax position reflects the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. Significant components of the deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 As of March 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 7,863 $ 6,989 Pension 323 432 Accrued expenses 138 26 Section 163(j) interest expense carryforward 165 125 Capitalized R&D 689 567 GAAP to statutory adjustments 393 747 Other 152 76 Total gross deferred tax assets 9,723 8,962 Less: valuation allowance (9,187 ) (8,193 ) Total deferred tax assets, net of valuation allowance $ 536 $ 769 Deferred tax liabilities: Depreciation $ 7 $ 9 GAAP to statutory adjustments 869 963 Other 51 149 Total gross deferred tax liabilities 927 1,121 Net deferred tax liabilities $ 391 $ 352 |
SCHEDULE OF RESTATEMENT ADJUSTM
SCHEDULE OF RESTATEMENT ADJUSTMENT AND OTHER IMMATERIAL ADJUSTMENTS (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 49,038,000 | ||||||||||
Cost of sales | 24,264,000 | ||||||||||
Gross Profit | 24,774,000 | ||||||||||
Selling and administrative expense | 27,276,000 | ||||||||||
Total operating expenses | 35,232,000 | ||||||||||
Operating Loss | $ (837,555) | $ (193,673) | $ (9,963) | $ (2,389,231) | $ (991,071) | $ (1,705,315) | (10,458,000) | ||||
Loss before income taxes | (11,357,000) | ||||||||||
Net loss | 150,844 | $ (361,371) | 1,198,920 | $ 3,097,637 | (9,963) | (210,527) | 4,296,557 | 6,604,155 | (12,053,000) | ||
Total current assets | 90,790 | 65,373 | 90,790 | 475,700 | |||||||
Total assets | 60,289,664 | 372,775 | 60,289,664 | 207,355,603 | |||||||
Accounts payable | 434,496 | 434,496 | 30,132 | ||||||||
Total current liabilities | 3,116,479 | 357,738 | 3,116,479 | 437,158 | |||||||
Total liabilities | 10,563,299 | 357,738 | 10,563,299 | 8,096,578 | |||||||
Net parent company investment | |||||||||||
Accumulated other comprehensive income | |||||||||||
Total (deficit) | (10,472,509) | (9,521,134) | (7,321,714) | (8,267,493) | 15,037 | (10,472,509) | (7,321,714) | $ (9,521,134) | (7,620,878) | (8,267,493) | |
Total liabilities and (deficit) | 60,289,664 | 372,775 | 60,289,664 | 207,355,603 | |||||||
Balance, value | (9,521,134) | (7,620,878) | (8,267,493) | 15,037 | (7,620,878) | 15,037 | (8,267,493) | 15,037 | |||
Balance, value | (10,472,509) | (9,521,134) | (7,321,714) | (8,267,493) | 15,037 | (10,472,509) | (7,321,714) | (9,521,134) | (7,620,878) | (8,267,493) | |
Net cash provided by (used) in operating activities | 1 | (359,910) | (910,409) | (1,095,955) | |||||||
DIH Holding US, Inc. [Member] | |||||||||||
Revenue | 13,174,000 | 7,870,000 | 54,998,000 | 49,038,000 | |||||||
Cost of sales | 6,892,000 | 3,333,000 | 20,456,000 | 24,264,000 | |||||||
Gross Profit | 6,282,000 | 4,537,000 | 34,542,000 | 24,774,000 | |||||||
Selling and administrative expense | 6,693,000 | 5,966,000 | 26,415,000 | 27,276,000 | |||||||
Total operating expenses | 8,481,000 | 8,156,000 | 34,760,000 | 35,232,000 | |||||||
Operating Loss | (2,199,000) | (3,619,000) | (218,000) | (10,458,000) | |||||||
Loss before income taxes | (3,136,000) | (3,330,000) | (331,000) | (11,357,000) | |||||||
Net loss | (3,362,000) | (3,958,000) | (2,361,000) | (12,053,000) | |||||||
Accounts receivables, net | 5,775,000 | 6,079,000 | 6,444,000 | 5,775,000 | 6,079,000 | 6,444,000 | |||||
Inventories, net | 7,760,000 | 6,121,000 | 4,792,000 | 7,760,000 | 6,121,000 | 4,792,000 | |||||
Total current assets | 21,143,000 | 30,785,000 | 25,434,000 | 21,143,000 | 30,785,000 | 25,434,000 | |||||
Total assets | 29,706,000 | 37,434,000 | 34,021,000 | 29,706,000 | 37,434,000 | 34,021,000 | |||||
Accounts payable | 4,078,000 | 3,200,000 | 3,580,000 | 4,078,000 | 3,200,000 | 3,580,000 | |||||
Advance payments from customers | 9,171,000 | 6,878,000 | 4,211,000 | 9,171,000 | 6,878,000 | 4,211,000 | |||||
Accrued expenses and other current liabilities | 10,860,000 | 12,411,000 | 8,053,000 | 10,860,000 | 12,411,000 | 8,053,000 | |||||
Total current liabilities | 50,392,000 | 58,608,000 | 48,842,000 | 50,392,000 | 58,608,000 | 48,842,000 | |||||
Total liabilities | 62,464,000 | 66,488,000 | 60,443,000 | 62,464,000 | 66,488,000 | 60,443,000 | |||||
Net parent company investment | (36,363,000) | (32,977,000) | (30,503,000) | (36,363,000) | (32,977,000) | (30,503,000) | |||||
Accumulated other comprehensive income | 3,605,000 | 3,923,000 | 4,081,000 | 3,605,000 | 3,923,000 | 4,081,000 | |||||
Total (deficit) | (32,758,000) | (29,054,000) | (29,755,000) | (26,422,000) | (32,758,000) | (29,755,000) | (29,054,000) | (26,422,000) | $ (16,185,000) | ||
Total liabilities and (deficit) | 29,706,000 | 37,434,000 | 34,021,000 | 29,706,000 | 37,434,000 | 34,021,000 | |||||
Foreign currency translation adjustments, net of tax | 690,000 | ||||||||||
Other comprehensive income | (318,000) | 632,000 | (158,000) | 1,995,000 | |||||||
Comprehensive loss | (10,058,000) | ||||||||||
Balance, value | (29,054,000) | (26,422,000) | (26,422,000) | (16,185,000) | |||||||
Balance, value | (32,758,000) | (29,054,000) | (29,755,000) | (26,422,000) | (32,758,000) | (29,755,000) | (29,054,000) | (26,422,000) | (16,185,000) | ||
Pension income | 66,000 | (105,000) | (417,000) | (282,000) | |||||||
Accounts receivables, net | 935,000 | 2,901,000 | (483,000) | 3,462,000 | |||||||
Inventories | (2,142,000) | (457,000) | 244,000 | 3,189,000 | |||||||
Accounts payable | 87,000 | 54,000 | 345,000 | (1,109,000) | |||||||
Other Liabilities | (2,062,000) | 426,000 | 417,000 | 899,000 | |||||||
Advance payments from customers | 2,256,000 | (9,000) | 2,666,000 | 3,063,000 | |||||||
Accrued expense and other current liabilities | (1,725,000) | 1,217,000 | 4,130,000 | (1,347,000) | |||||||
Net cash provided by (used) in operating activities | (2,402,000) | 195,000 | 6,183,000 | (744,000) | |||||||
DIH Holding US, Inc. [Member] | Net Parent Company Investment [Member] | |||||||||||
Net loss | (3,362,000) | (3,362,000) | (3,958,000) | (2,361,000) | (12,053,000) | ||||||
Total (deficit) | (36,363,000) | (32,977,000) | (34,468,000) | (30,503,000) | (36,363,000) | (34,468,000) | (32,977,000) | (30,503,000) | (18,271,000) | ||
Other comprehensive income | |||||||||||
Balance, value | (32,977,000) | (30,503,000) | (30,503,000) | (18,271,000) | (7,420,000) | ||||||
Other comprehensive income, net of tax | |||||||||||
Balance, value | (36,363,000) | (32,977,000) | (34,468,000) | (30,503,000) | (36,363,000) | (34,468,000) | (32,977,000) | (30,503,000) | (18,271,000) | ||
DIH Holding US, Inc. [Member] | AOCI Attributable to Parent [Member] | |||||||||||
Net loss | |||||||||||
Total (deficit) | 3,605,000 | 3,923,000 | 4,713,000 | 4,081,000 | 3,605,000 | 4,713,000 | 3,923,000 | 4,081,000 | 2,086,000 | ||
Other comprehensive income | (318,000) | 632,000 | (158,000) | 1,995,000 | |||||||
Balance, value | 3,923,000 | 4,081,000 | 4,081,000 | 2,086,000 | (296,000) | ||||||
Other comprehensive income, net of tax | 1,995,000 | ||||||||||
Balance, value | $ 3,605,000 | $ 3,923,000 | 4,713,000 | 4,081,000 | $ 3,605,000 | $ 4,713,000 | 3,923,000 | 4,081,000 | 2,086,000 | ||
Previously Reported [Member] | |||||||||||
Revenue | 48,979,000 | ||||||||||
Cost of sales | 22,750,000 | ||||||||||
Gross Profit | 26,229,000 | ||||||||||
Selling and administrative expense | 27,633,000 | ||||||||||
Total operating expenses | 35,589,000 | ||||||||||
Operating Loss | (9,360,000) | ||||||||||
Loss before income taxes | (10,259,000) | ||||||||||
Net loss | (10,955,000) | ||||||||||
Previously Reported [Member] | DIH Holding US, Inc. [Member] | |||||||||||
Revenue | 48,979,000 | ||||||||||
Cost of sales | 22,750,000 | ||||||||||
Gross Profit | 26,229,000 | ||||||||||
Selling and administrative expense | 27,633,000 | ||||||||||
Total operating expenses | 35,589,000 | ||||||||||
Operating Loss | (9,360,000) | ||||||||||
Loss before income taxes | (10,259,000) | ||||||||||
Net loss | (10,955,000) | ||||||||||
Accounts receivables, net | 6,385,000 | 6,385,000 | |||||||||
Inventories, net | 5,559,000 | 5,559,000 | |||||||||
Total current assets | 26,142,000 | 26,142,000 | |||||||||
Total assets | 34,729,000 | 34,729,000 | |||||||||
Accounts payable | 4,988,000 | 4,988,000 | |||||||||
Advance payments from customers | |||||||||||
Accrued expenses and other current liabilities | 10,749,000 | 10,749,000 | |||||||||
Total current liabilities | 48,735,000 | 48,735,000 | |||||||||
Total liabilities | 60,336,000 | 60,336,000 | |||||||||
Net parent company investment | (30,031,000) | (30,031,000) | |||||||||
Accumulated other comprehensive income | 4,424,000 | 4,424,000 | |||||||||
Total (deficit) | (25,607,000) | (25,607,000) | |||||||||
Total liabilities and (deficit) | 34,729,000 | 34,729,000 | |||||||||
Foreign currency translation adjustments, net of tax | 407,000 | ||||||||||
Other comprehensive income | 1,712,000 | ||||||||||
Comprehensive loss | (9,243,000) | ||||||||||
Balance, value | (25,607,000) | (25,607,000) | |||||||||
Balance, value | (25,607,000) | (25,607,000) | |||||||||
Pension income | 1,013,000 | ||||||||||
Accounts receivables, net | 3,521,000 | ||||||||||
Inventories | 2,421,000 | ||||||||||
Accounts payable | (339,000) | ||||||||||
Other Liabilities | (677,000) | ||||||||||
Advance payments from customers | |||||||||||
Accrued expense and other current liabilities | 838,000 | ||||||||||
Net cash provided by (used) in operating activities | (744,000) | ||||||||||
Previously Reported [Member] | DIH Holding US, Inc. [Member] | Net Parent Company Investment [Member] | |||||||||||
Net loss | (10,955,000) | ||||||||||
Total (deficit) | (30,031,000) | (30,031,000) | (18,897,000) | ||||||||
Balance, value | (30,031,000) | (30,031,000) | (18,897,000) | (8,046,000) | |||||||
Other comprehensive income, net of tax | |||||||||||
Balance, value | (30,031,000) | (30,031,000) | (18,897,000) | ||||||||
Previously Reported [Member] | DIH Holding US, Inc. [Member] | AOCI Attributable to Parent [Member] | |||||||||||
Net loss | |||||||||||
Total (deficit) | 4,424,000 | 4,424,000 | 2,712,000 | ||||||||
Balance, value | 4,424,000 | 4,424,000 | 2,712,000 | 330,000 | |||||||
Other comprehensive income, net of tax | 1,712,000 | ||||||||||
Balance, value | 4,424,000 | 4,424,000 | 2,712,000 | ||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||
Revenue | 59,000 | ||||||||||
Cost of sales | 1,514,000 | ||||||||||
Gross Profit | (1,455,000) | ||||||||||
Selling and administrative expense | (357,000) | ||||||||||
Total operating expenses | (357,000) | ||||||||||
Operating Loss | (1,098,000) | ||||||||||
Loss before income taxes | (1,098,000) | ||||||||||
Net loss | (1,098,000) | ||||||||||
Revision of Prior Period, Adjustment [Member] | DIH Holding US, Inc. [Member] | |||||||||||
Revenue | 59,000 | ||||||||||
Cost of sales | 1,514,000 | ||||||||||
Gross Profit | (1,455,000) | ||||||||||
Selling and administrative expense | (357,000) | ||||||||||
Total operating expenses | (357,000) | ||||||||||
Operating Loss | (1,098,000) | ||||||||||
Loss before income taxes | (1,098,000) | ||||||||||
Net loss | (1,098,000) | ||||||||||
Accounts receivables, net | 59,000 | 59,000 | |||||||||
Inventories, net | (767,000) | (767,000) | |||||||||
Total current assets | (708,000) | (708,000) | |||||||||
Total assets | (708,000) | (708,000) | |||||||||
Accounts payable | (1,408,000) | (1,408,000) | |||||||||
Advance payments from customers | 4,211,000 | 4,211,000 | |||||||||
Accrued expenses and other current liabilities | (2,696,000) | (2,696,000) | |||||||||
Total current liabilities | 107,000 | 107,000 | |||||||||
Total liabilities | 107,000 | 107,000 | |||||||||
Net parent company investment | (472,000) | (472,000) | |||||||||
Accumulated other comprehensive income | (343,000) | (343,000) | |||||||||
Total (deficit) | (815,000) | (815,000) | |||||||||
Total liabilities and (deficit) | (708,000) | (708,000) | |||||||||
Foreign currency translation adjustments, net of tax | 283,000 | ||||||||||
Other comprehensive income | 283,000 | ||||||||||
Comprehensive loss | (815,000) | ||||||||||
Balance, value | (815,000) | (815,000) | |||||||||
Balance, value | (815,000) | (815,000) | |||||||||
Pension income | (1,295,000) | ||||||||||
Accounts receivables, net | (59,000) | ||||||||||
Inventories | 768,000 | ||||||||||
Accounts payable | (770,000) | ||||||||||
Other Liabilities | 1,576,000 | ||||||||||
Advance payments from customers | 3,063,000 | ||||||||||
Accrued expense and other current liabilities | (2,185,000) | ||||||||||
Net cash provided by (used) in operating activities | |||||||||||
Revision of Prior Period, Adjustment [Member] | DIH Holding US, Inc. [Member] | Net Parent Company Investment [Member] | |||||||||||
Net loss | (1,098,000) | ||||||||||
Total (deficit) | (472,000) | (472,000) | 626,000 | ||||||||
Balance, value | (472,000) | (472,000) | 626,000 | 626,000 | |||||||
Other comprehensive income, net of tax | |||||||||||
Balance, value | (472,000) | (472,000) | 626,000 | ||||||||
Revision of Prior Period, Adjustment [Member] | DIH Holding US, Inc. [Member] | AOCI Attributable to Parent [Member] | |||||||||||
Net loss | |||||||||||
Total (deficit) | (343,000) | (343,000) | (626,000) | ||||||||
Balance, value | $ (343,000) | $ (343,000) | (626,000) | (626,000) | |||||||
Other comprehensive income, net of tax | 283,000 | ||||||||||
Balance, value | $ (343,000) | $ (343,000) | $ (626,000) |
ORGANIZATION AND PLANS OF BUS_3
ORGANIZATION AND PLANS OF BUSINESS OPERATIONS (Details Narrative) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Feb. 26, 2023 USD ($) TradingDays $ / shares shares | Feb. 03, 2023 | Feb. 09, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Over-allotment option liability | $ 258,440 | |||||||||||
Issuance of representative shares | 3,030,000 | $ 3,030,000 | $ 3,030,000 | |||||||||
Rights underlying the Units | 15,596,420 | 15,596,420 | 15,596,420 | |||||||||
Operating cash | $ 1,468,333 | $ 6,193 | $ 6,193 | $ 191,103 | ||||||||
Net proceeds amount | $ 204,020,000 | |||||||||||
Total amount deposited in trust account to fund the extensions | $ 675,000 | $ 675,000 | ||||||||||
Percentage of fair market value of target business to asset held in trust account | 80% | 80% | 80% | |||||||||
Banking regulation, mortgage banking, net worth, minimum | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||||
Business combination extension of business combination period | extends the period of time to consummate the initial Business Combination up to six times, each by an additional one month (for a total of up to 24 months from the date of the Initial Public Offering to complete the Business Combination), | extend the period of time to consummate the initial Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete the Business Combination), | ||||||||||
Number of days within which public shares shall be redeemed | 10 days | 10 days | ||||||||||
Expenses payable on dissolution | 50,000 | $ 50,000 | $ 50,000 | |||||||||
Working capital surplus deficit | (3,025,689) | (3,025,689) | 38,542 | |||||||||
Stock shares issued during the period for services shares | $ 25,000 | |||||||||||
Cash and cash equivalents | 6,193 | 65,373 | 6,193 | 191,103 | ||||||||
Accumulated deficit | (10,473,044) | $ (9,963) | (10,473,044) | $ (7,621,413) | ||||||||
Revenue from services | $ 49,038,000 | |||||||||||
DIH Holding US, Inc. [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Aggregate consideration amount | $ 250,000,000 | |||||||||||
Issued price per share | $ / shares | $ 10 | |||||||||||
Cash and cash equivalents | 1,506,000 | $ 2,163,000 | $ 3,308,000 | 1,506,000 | $ 2,163,000 | $ 5,560,000 | 3,308,000 | |||||
Accumulated deficit | $ 32,758 | $ 32,758 | $ 29,054 | |||||||||
Gross rerevenue increased percentage | 67.40% | 67.40% | 12.20% | |||||||||
Gross revenue | $ 13,174,000 | 7,870,000 | ||||||||||
Gross revenue | 13,174,000 | 7,870,000 | $ 54,998,000 | 49,038,000 | ||||||||
Revenue from services | 13,174,000 | 7,870,000 | 54,998,000 | 49,038,000 | ||||||||
Pension transition obligation | 632,000 | |||||||||||
DIH Holding US, Inc. [Member] | Service [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Gross revenue | $ 2,609,000 | $ 2,648,000 | $ 10,293,000 | 8,104,000 | ||||||||
Revenue from services | $ 59,000 | |||||||||||
Amendment No One To Investment Management Trust Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Description of business combination extended period terms | Company to extend the date by which it has to consummate a business combination six times for an additional one month each time from February 9, 2023 to August 9, 2023, extending the Combination period up to 24 months, if applicable, by depositing into the Trust Account for each one-month extension the lesser of $135,000 or $0.045 per share multiplied by the number of public shares then outstanding. | |||||||||||
Sponsor [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Minimum Public Share price due to reductions in the value of the trust assets less taxes payable | $ / shares | $ 10.10 | $ 10.10 | $ 10.10 | |||||||||
Sponsor [Member] | Private Placement Warrant [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Class of warrants or rights warrants issued during the period units | shares | 6,470,000 | |||||||||||
Class of warrants or rights warrants issued issue price per warrant | $ / shares | $ 1 | |||||||||||
Proceeds from issuance of warrants | $ 6,470,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Shares Price | $ / shares | $ 10 | |||||||||||
Proceeds from issuance initial public offering | $ 202,000,000 | |||||||||||
Common stock, par or stated value per share | $ / shares | 0.0001 | $ 0.0001 | 0.0001 | 0.0001 | ||||||||
Common Class A [Member] | DIH Holding US, Inc. [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Additional shares received | shares | 6,000,000 | |||||||||||
Shares Price | $ / shares | $ 12 | |||||||||||
Issued price per share | $ / shares | $ 10 | |||||||||||
Earnout shares | shares | 1,000,000,000 | |||||||||||
Trading days | TradingDays | 20 | |||||||||||
Common Class A [Member] | DIH Holding US, Inc. [Member] | Stockholders [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Additional shares received | shares | 6,000,000 | |||||||||||
Common Class B [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Common stock, par or stated value per share | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Stock shares issued during the period for services shares | $ 25,000 | $ 25,000 | ||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common Class A One[Member] | DIH Holding US, Inc. [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Shares Price | $ / shares | $ 13.50 | |||||||||||
Earnout shares | shares | 1,333,333,000 | |||||||||||
Trading days | TradingDays | 20 | |||||||||||
Common Class A Two [Member] | DIH Holding US, Inc. [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Shares Price | $ / shares | $ 15 | |||||||||||
Earnout shares | shares | 1,666,667,000 | |||||||||||
Trading days | TradingDays | 20 | |||||||||||
Common Class A Three [Member] | DIH Holding US, Inc. [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Shares Price | $ / shares | $ 16.50 | |||||||||||
Earnout shares | shares | 2,000,000,000 | |||||||||||
Trading days | TradingDays | 20 | |||||||||||
IPO [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Additional shares received | shares | 303,000 | 303,000 | ||||||||||
Transaction costs | 29,192,787 | |||||||||||
Underwriting discount | 2,525,000 | |||||||||||
Deferred underwriting fees | 7,070,000 | |||||||||||
Actual offering costs | 712,927 | |||||||||||
Net proceeds amount | $ 204,020,000 | |||||||||||
Share price | $ / shares | $ 10.10 | |||||||||||
Term of restricted investments | 185 days | |||||||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 24 months | |||||||||||
Accumulated deficit | $ 265,808 | |||||||||||
IPO [Member] | Minimum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 12 months | |||||||||||
IPO [Member] | Maximum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 18 months | |||||||||||
IPO [Member] | Private Placement Warrant [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Class of warrants or rights warrants issued during the period units | shares | 6,470,000 | 6,470,000 | ||||||||||
IPO [Member] | Common Class A [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Additional shares received | shares | 20,200,000 | |||||||||||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Additional shares received | shares | 200,000 | |||||||||||
Shares Price | $ / shares | $ 10 |
SUMMARY OF TEMPORARY EQUITY (De
SUMMARY OF TEMPORARY EQUITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 01, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Redemption of Class A ordinary shares | $ 149,322,133 | ||||
Class A ordinary shares subject to possible redemption | $ 60,198,874 | $ 206,879,903 | |||
Common Class A Subject To Redemption [Member] | |||||
Gross proceeds from initial public offering | 202,000,000 | 202,000,000 | |||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (13,079,620) | (13,079,620) | |||
Fair value allocated to rights | (15,596,420) | (15,596,420) | |||
Redemption of Class A ordinary shares | (149,322,133) | ||||
Re-measurement of Class A ordinary shares subject to possible redemption | 35,507,594 | 32,866,490 | |||
Class A ordinary shares subject to possible redemption | 60,198,874 | 206,879,903 | |||
Common Class A Subject To Redemption [Member] | Public Warrants [Member] | |||||
Proceeds allocated to public warrants | (3,521,870) | (3,521,870) | |||
Common Class A Subject To Redemption [Member] | Private Placement Warrants [Member] | |||||
Proceeds allocated to private warrants | $ 4,211,323 | $ 4,211,323 |
SUMMARY OF BASIC AND DILUTED NE
SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Class A Ordinary Shares [Member] | |||||||
Numerator: income attributable to Class A ordinary shares subject to possible redemption | |||||||
Net income (loss) attributable to non-redeemable Class A and Class B ordinary shares | $ 77,592 | $ 947,763 | $ (130,906) | $ 3,223,267 | $ 5,101,263 | ||
Denominator: weighted average Class A ordinary shares subject to possible redemption | |||||||
Basic weighted average shares outstanding, ordinary shares | 5,670,123 | 20,200,000 | 8,800,870 | 15,847,514 | 18,041,644 | ||
Diluted weighted average shares outstanding, ordinary shares | 5,670,123 | 20,200,000 | 8,800,870 | 15,847,514 | 18,041,644 | ||
Basic net income (loss) per share, ordinary shares | $ 0.01 | $ 0.05 | $ (0.01) | $ 0.20 | $ 0.28 | ||
Diluted net income (loss) per share, ordinary shares | $ 0.01 | $ 0.05 | $ (0.01) | $ 0.20 | $ 0.28 | ||
Net income (loss) | $ 5,101,263 | ||||||
Nonredeemable Common Stock [Member] | |||||||
Numerator: income attributable to Class A ordinary shares subject to possible redemption | |||||||
Net income (loss) attributable to non-redeemable Class A and Class B ordinary shares | $ 73,252 | $ 251,157 | $ (79,621) | $ 1,073,290 | |||
Denominator: weighted average Class A ordinary shares subject to possible redemption | |||||||
Basic weighted average shares outstanding, ordinary shares | 5,353,000 | 5,353,000 | 5,000,000 | 5,353,000 | 5,276,939 | 5,315,282 | 5,000,000 |
Diluted weighted average shares outstanding, ordinary shares | 5,353,000 | 5,353,000 | 5,000,000 | 5,353,000 | 5,276,939 | 5,315,282 | 5,000,000 |
Basic net income (loss) per share, ordinary shares | $ 0.01 | $ 0.05 | $ 0 | $ (0.01) | $ 0.20 | $ 0.28 | $ 0 |
Diluted net income (loss) per share, ordinary shares | $ 0.01 | $ 0.05 | $ 0 | $ (0.01) | $ 0.20 | $ 0.28 | $ 0 |
Net income (loss) | $ 1,502,892 | $ (9,963) | |||||
Nonredeemable Class A And Class B Ordinary Shares [Member] | |||||||
Numerator: income attributable to Class A ordinary shares subject to possible redemption | |||||||
Net income (loss) attributable to non-redeemable Class A and Class B ordinary shares | $ 1,502,892 | $ (9,963) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Feb. 01, 2023 | Feb. 09, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||||||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Net proceeds amount | $ 204,020,000 | ||||||||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | 100% | 100% | ||||||||||
Overallotment option liability | $ 258,440 | ||||||||||||
Issuance of representative shares | 3,030,000 | $ 3,030,000 | $ 3,030,000 | ||||||||||
Rights underlying the Units | 15,596,420 | $ 15,596,420 | 15,596,420 | ||||||||||
Accumulated deficit | $ (10,473,044) | $ (10,473,044) | (7,621,413) | $ (9,963) | |||||||||
Redemption of Class A ordinary shares, shares | 14,529,877 | ||||||||||||
Redemption of Class A ordinary shares, value | $ 149,322,133 | ||||||||||||
Federal depository insurance coverage | 250,000 | 250,000 | $ 250,000 | ||||||||||
DIH Holding US, Inc. [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Accumulated deficit | 32,758 | $ 29,054 | $ 32,758 | $ 29,054 | |||||||||
Foreign exchange (gain) loss | 703,000 | $ (501,000) | (667,000) | $ 292,000 | |||||||||
Foreign exchange (gain) loss | (703,000) | $ 501,000 | $ 667,000 | $ (292,000) | |||||||||
Lessor, Operating Lease, Description | The Company has elected not to recognize right-of-use assets and liability for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that are reasonably certain to be exercised | ||||||||||||
Total cost of the asset acquisition | $ 800,000 | ||||||||||||
Acquisition cost paid upon closing | $ 100,000 | ||||||||||||
Subsequent payments | $ 500,000 | ||||||||||||
DIH Holding US, Inc. [Member] | Forecast [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Subsequent payments | $ 200,000 | ||||||||||||
DIH Holding US, Inc. [Member] | Software [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Computer software and hardware | 5 years | 5 years | |||||||||||
DIH Holding US, Inc. [Member] | Revenues [Member] | Trade And Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Concentration risk percent | 10% | 10% | |||||||||||
DIH Holding US, Inc. [Member] | Trade And Accounts Receivable [Member] | One Customers [Member] | Customer Concentration Risk [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Concentration risk percent | 10.10% | 11.10% | |||||||||||
DIH Holding US, Inc. [Member] | Accounts Receivable [Member] | One Customers [Member] | Customer Concentration Risk [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Concentration risk percent | 17.10% | 11.10% | 11.30% | 12.60% | |||||||||
DIH Holding US, Inc. [Member] | Accounts Receivable [Member] | No Customers [Member] | Customer Concentration Risk [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Concentration risk percent | 10% | 10% | |||||||||||
Warrant [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Class of warrants or rights warrants issued during the period units | 26,670,000 | 26,670,000 | |||||||||||
Common Class A [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Shares outstanding | 5,670,123 | 5,670,123 | 5,670,123 | 20,200,000 | 0 | ||||||||
If We Do Not Complete Our Initial Business Combination [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 24 months | 12 months | |||||||||||
Absent Our Completing An Initial Business Combination [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 24 months | 12 months | |||||||||||
IPO [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net proceeds amount | $ 204,020,000 | ||||||||||||
Term of restricted investments | 185 days | ||||||||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 24 months | ||||||||||||
Offering costs | $ 29,192,787 | ||||||||||||
Underwriting fees | 2,525,000 | ||||||||||||
Deferred underwriting fees | 7,070,000 | ||||||||||||
Actual offering costs | 712,927 | ||||||||||||
Accumulated deficit | 265,808 | ||||||||||||
Adjustments to additional paid in capital, warrant issued | $ 10,300,559 | ||||||||||||
IPO [Member] | Private Placement Warrant [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Class of warrants or rights warrants issued during the period units | 6,470,000 | 6,470,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | 6 Months Ended | 12 Months Ended | |
Feb. 09, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, price per share | $ 10 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued during period, shares, new issues | 303,000 | 303,000 | |
Share price | $ 10.10 | ||
Term of restricted investments | 185 days | ||
IPO [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued during period, shares, new issues | 20,200,000 | ||
Common stock, conversion basis | Each Unit consists of one Class A ordinary share, one redeemable warrant (each whole warrant, a “Public Warrant”), and one right to receive one-tenth of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Each two Public Warrants entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8). | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued during period, shares, new issues | 200,000 | ||
Sale of stock, price per share | $ 10 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Private Placement Warrant [Member] - USD ($) | Feb. 09, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Common Class A [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Class of warrant or right, number of securities called by each warrant or right | 1 | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | $ 11.50 | |
Sponsor [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Class of warrants or rights warrants issued during the period units | 6,470,000 | ||
Class of warrants or rights warrants issued price per warrant | $ 1 | ||
Proceeds from issuance of warrants | $ 6,470,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jun. 02, 2023 | Apr. 06, 2023 | Mar. 07, 2023 | Dec. 31, 2022 | Feb. 09, 2022 | Aug. 07, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Jul. 05, 2023 | Jul. 01, 2023 | Jun. 14, 2023 | Jun. 01, 2023 | May 04, 2023 | May 02, 2023 | May 01, 2023 | Mar. 03, 2023 | Feb. 26, 2023 | Feb. 08, 2023 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Stock issued during period, shares, issued for services | $ 25,000 | |||||||||||||||||||||||
Revenue | $ 49,038,000 | |||||||||||||||||||||||
DIH Holding US, Inc. [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due to related parties current | $ 184,000 | $ 184,000 | $ 7,322,000 | 5,547,000 | ||||||||||||||||||||
Net settlement amount | $ 93,000 | |||||||||||||||||||||||
Net transactions with parent | 24,000 | $ 7,000 | 113,000 | 179,000 | ||||||||||||||||||||
Due from related party | 2,263,000 | 2,263,000 | 1,963,000 | 1,885,000 | ||||||||||||||||||||
Revenue | 13,174,000 | 7,870,000 | 54,998,000 | 49,038,000 | ||||||||||||||||||||
DIH Holding US, Inc. [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Net settlement amount | 93,000 | |||||||||||||||||||||||
DIH Holding US, Inc. [Member] | DIH Cayman [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Aggregate principal amount | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 405,000 | |||||||||||||||||
DIH Holding US, Inc. [Member] | DIH Cayman [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Aggregate principal amount | 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | ||||||||||||||||||
DIH Holding US, Inc. [Member] | Related Party [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due to related party | 7,277,000 | $ 7,277,000 | ||||||||||||||||||||||
Due from related party | 7,185,000 | 7,185,000 | ||||||||||||||||||||||
DIH Holding US, Inc. [Member] | Related Party [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due to related party | 7,277,000 | 7,277,000 | ||||||||||||||||||||||
Due from related party | 7,185,000 | 7,185,000 | ||||||||||||||||||||||
DIH Holding US, Inc. [Member] | DIH Hong Kong [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Revenue | $ 59,000 | 1,897,000 | ||||||||||||||||||||||
Cost of sales revenue | $ 514,000 | |||||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due to related parties current | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
Working Capital Loan [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Debt instrument convertible into warrants | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||
Debt instrument conversion price | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||||||||
Office Space Administrative And Support Services [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Net settlement amount | $ 10,000 | |||||||||||||||||||||||
Administrative Support Agreement [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Administrative support agreement expenses | $ 30,000 | $ 30,000 | $ 0 | $ 60,000 | $ 50,000 | $ 110,000 | ||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Aggregate principal amount | $ 300,000 | $ 810,000 | ||||||||||||||||||||||
Debt instrument interest rate | 0% | |||||||||||||||||||||||
Debt instrument, maturity date | Mar. 31, 2022 | |||||||||||||||||||||||
Long-term debt | $ 0 | 0 | 0 | $ 0 | ||||||||||||||||||||
Promissory Note [Member] | Related Party [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Aggregate debt | $ 242,801 | |||||||||||||||||||||||
First Working Capital [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Aggregate principal amount | $ 90,000 | |||||||||||||||||||||||
First Extension Note [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Aggregate principal amount | $ 135,000 | |||||||||||||||||||||||
Second Extension Note [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 135,000 | $ 135,000 | $ 135,000 | 540,000 | ||||||||||||||||||||
Due to related party | 540,000 | 540,000 | ||||||||||||||||||||||
Second Working Capital [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 | |||||||||||||||||||||||
Third Working Capital [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 | |||||||||||||||||||||||
Fourth Working Capital [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Aggregate principal amount | $ 20,000 | |||||||||||||||||||||||
Working Capital Notes [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due to related party | 310,000 | 310,000 | ||||||||||||||||||||||
Working Capital And Second Extension Note [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due to related party | $ 850,000 | $ 850,000 | ||||||||||||||||||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5,750,000 | |||||||||||||||||||||||
Stock issued during period, shares, issued for services | $ 25,000 | |||||||||||||||||||||||
Shares issued, shares, share based payment arrangement, forfeited | 700,000 | |||||||||||||||||||||||
Temporary equity shares issued | 5,050,000 | |||||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Temporary equity shares issued | 20,200,000 | 5,670,123 | 0 | 5,670,123 | 20,200,000 | |||||||||||||||||||
Share transfer, trigger price per share | $ 12 | |||||||||||||||||||||||
Common Class A [Member] | Share Price More Than Or Equals To Used Twelve [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||||||||||||||||
Number of trading days for determining share price | 30 days | |||||||||||||||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares | Jun. 30, 2023 | Feb. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 07, 2021 |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 303,000 | 303,000 | 0 | ||
Common stock shares outstanding | 303,000 | 303,000 | 0 | ||
Temporary equity shares issued | 5,670,123 | 20,200,000 | 0 | ||
Temporary equity shares outstanding | 5,670,123 | 5,670,123 | 20,200,000 | 0 | |
Common Class A [Member] | Founder Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, threshold percentage on conversion of shares | 20% | 20% | |||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 5,050,000 | 5,050,000 | 5,750,000 | ||
Common stock shares outstanding | 5,050,000 | 5,050,000 | 5,750,000 | ||
Common Class B [Member] | Founder Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Temporary equity shares issued | 5,050,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants or rights outstanding | 26,670,000 | 26,670,000 |
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days |
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 18 | $ 18 |
Class of warrant or right exercise price adjustment percentage higher of market value | 180% | 180% |
Share Price Equal Or Less Nine Point Two Rupees Per Dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 9.20 | $ 9.20 |
Class of warrant or right exercise price adjustment percentage higher of market value | 115% | 115% |
Share Price Equal Or Less Nine Point Two Rupees Per Dollar [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share redemption trigger price | $ 9.20 | $ 9.20 |
Minimum percentage gross proceeds required from issuance of equity | 60% | 60% |
Class of warrant right minimum notice period for redemption | 20 days | 20 days |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants or rights outstanding | 20,200,000 | 20,200,000 |
Warrants exercisable term from the date of completion of business combination | 30 days | 30 days |
Minimum lock in period for SEC registration from date of business combination | 20 days | 20 days |
Minimum lock in period to become effective after the closing of the initial business combination | 60 days | 60 days |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants or rights outstanding | 6,470,000 | 6,470,000 |
Redemption Of Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants redemption price per unit | $ 0.01 | $ 0.01 |
Class of warrants, redemption notice period | 30 days | 30 days |
Share price | $ 18 | $ 18 |
Number of consecutive trading days for determining share price | 20 days | 20 days |
Number of trading days for determining share price | 30 days | 30 days |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 09, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of common stock | $ 202,000,000 | $ 202,000,000 | |||
Deferred underwriting commissions | 7,070,000 | 7,070,000 | |||
Underwriting Agreement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Deferred underwriting fees | $ 2,525,000 | $ 2,525,000 | |||
Deferred underwriting commission per unit | $ 0.35 | $ 0.35 | |||
Deferred underwriting commissions | $ 7,070,000 | $ 7,070,000 | |||
Underwriting Agreement [Member] | Sponsor [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued, shares, share-based payment arrangement, forfeited | 700,000 | 700,000 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Over allotment option period | 45 days | 45 days | |||
Issuance of Class A ordianry shares, shares | 3,000,000 | 3,000,000 | |||
Proceeds from issuance of common stock | $ 2,000,000 | $ 2,000,000 | |||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of Class A ordianry shares, shares | 303,000 | 303,000 | |||
Deferred underwriting fees | $ 7,070,000 |
SUMMARY OF CHANGE IN FAIR VALUE
SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Public Warrants [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative warrant liabilities | $ 446,420 | $ 1,616,000 | ||||||
Initial fair value at issuance | 3,521,870 | 3,521,870 | ||||||
Change in fair value | $ (220,180) | 58,580 | $ 42,420 | $ (353,500) | (858,500) | (1,905,870) | (3,075,450) | |
Derivative warrant liabilities | 446,420 | 1,616,000 | 446,420 | |||||
Derivative warrant liabilities | 505,000 | 446,420 | 404,000 | 757,500 | ||||
Derivative warrant liabilities | 284,820 | 505,000 | 446,420 | 404,000 | 757,500 | 446,420 | ||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative warrant liabilities | ||||||||
Initial fair value at issuance | 3,521,870 | 3,521,870 | ||||||
Change in fair value | ||||||||
Derivative warrant liabilities | ||||||||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche One [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Change in fair value | (1,905,870) | (1,905,870) | ||||||
Transfer of private placement warrants to level 2 measurement | (1,616,000) | (1,616,000) | ||||||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche Two [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Transfer of private placement warrants to level 2 measurement | ||||||||
Private Placement Warrants [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative warrant liabilities | ||||||||
Initial fair value at issuance | 2,258,677 | 2,258,677 | ||||||
Change in fair value | (71,000) | 20,000 | 14,000 | (118,000) | (280,952) | (1,730,725) | (2,115,677) | |
Derivative warrant liabilities | ||||||||
Derivative warrant liabilities | 163,000 | 143,000 | 129,000 | 247,000 | 527,952 | |||
Derivative warrant liabilities | 92,000 | 163,000 | 143,000 | 129,000 | 247,000 | 527,952 | 143,000 | |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative warrant liabilities | 129,000 | 247,000 | 527,952 | |||||
Initial fair value at issuance | 2,258,677 | 2,258,677 | ||||||
Change in fair value | 14,000 | (118,000) | (280,952) | |||||
Derivative warrant liabilities | 129,000 | 247,000 | 527,952 | |||||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche One [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Change in fair value | (1,730,725) | (2,115,677) | ||||||
Transfer of private placement warrants to level 2 measurement | ||||||||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche Two [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Transfer of private placement warrants to level 2 measurement | (143,000) | (143,000) | ||||||
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative warrant liabilities | 129,000 | 247,000 | 527,952 | |||||
Initial fair value at issuance | 5,780,547 | 5,780,547 | ||||||
Change in fair value | 14,000 | (118,000) | (280,952) | |||||
Derivative warrant liabilities | 129,000 | 247,000 | 527,952 | |||||
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche One [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Change in fair value | (3,636,595) | (4,021,547) | ||||||
Transfer of private placement warrants to level 2 measurement | (1,616,000) | (1,616,000) | ||||||
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche Two [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Transfer of private placement warrants to level 2 measurement | (143,000) | (143,000) | ||||||
Derivative Warrant Liability [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative warrant liabilities | ||||||||
Initial fair value at issuance | 5,780,547 | 5,780,547 | ||||||
Change in fair value | (291,180) | 78,580 | 56,420 | (471,500) | (1,139,452) | (3,636,595) | (5,191,127) | |
Derivative warrant liabilities | ||||||||
Derivative warrant liabilities | 668,000 | 589,420 | 533,000 | 1,004,500 | 2,143,952 | |||
Derivative warrant liabilities | $ 376,820 | $ 668,000 | $ 589,420 | $ 533,000 | $ 1,004,500 | $ 2,143,952 | $ 589,420 |
SUMMARY OF FAIR VALUE HIERARCHY
SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cash and marketable securities held in trust account | $ 60,198,874 | $ 206,879,903 | |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, liabilities | 284,820 | 446,420 | |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, liabilities | |||
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, liabilities | |||
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, liabilities | 92,000 | 143,000 | |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, liabilities | |||
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, liabilities | |||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cash and marketable securities held in trust account | 60,198,874 | 206,879,903 | |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cash and marketable securities held in trust account | |||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Cash and marketable securities held in trust account |
SUMMARY OF FAIR VALUE MEASUREME
SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS (Details) | Jun. 30, 2023 | Dec. 31, 2022 | Feb. 09, 2022 |
Measurement Input, Share Price [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10.23 | 9.08 | |
Measurement Input, Share Price [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10.62 | 10.23 | |
Measurement Input, Exercise Price [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | |
Measurement Input, Exercise Price [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | |
Measurement Input, Risk Free Interest Rate [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 3.94 | 1.80 | |
Measurement Input, Risk Free Interest Rate [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 4.07 | 3.94 | |
Measurement Input, Price Volatility [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 9.43 | |
Measurement Input, Price Volatility [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |
Measurement Input, Expected Term [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.50 | 5.99 | |
Measurement Input, Expected Term [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.25 | 5.50 | |
Measurement Input Probability [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.02 | 0.35 | |
Measurement Input Probability [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.01 | 0.02 | |
Measurement Input, Expected Dividend Rate [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |
Measurement Input, Expected Dividend Rate [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Feb. 09, 2022 | Dec. 31, 2021 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant liability | $ 376,820 | $ 589,420 | $ 0 | |
Measurement Input, Share Price [Member] | Private Placement Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 10.23 | 9.08 | ||
Measurement Input, Exercise Price [Member] | Private Placement Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 11.50 | 11.50 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Placement Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 3.94 | 1.80 | ||
Measurement Input, Price Volatility [Member] | Private Placement Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0 | 9.43 | ||
Measurement Input, Expected Term [Member] | Private Placement Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 5.50 | 5.99 | ||
Measurement Input Probability [Member] | Private Placement Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.02 | 0.35 | ||
Measurement Input, Expected Dividend Rate [Member] | Private Placement Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0 | 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Oct. 09, 2023 | Sep. 09, 2023 | Sep. 02, 2023 | Jul. 27, 2023 | Jul. 05, 2023 | Apr. 06, 2023 | Mar. 03, 2023 | Feb. 26, 2023 | Feb. 08, 2023 | Feb. 06, 2023 | Feb. 03, 2023 | Dec. 31, 2022 | Feb. 09, 2022 | Sep. 09, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2024 | Jul. 31, 2023 | Jul. 07, 2023 | Jul. 01, 2023 | Jun. 02, 2023 | Jun. 01, 2023 | May 04, 2023 | May 01, 2023 | Mar. 31, 2023 | Feb. 01, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Payment to acquire restricted investments | $ 204,020,000 | ||||||||||||||||||||||||||||
Proceeds from related party debt | 850,000 | ||||||||||||||||||||||||||||
DIH Holding US, Inc. [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Share price | $ 10 | ||||||||||||||||||||||||||||
Net settlement amount | $ 93,000 | ||||||||||||||||||||||||||||
Due from related party | $ 2,263,000 | $ 1,963,000 | $ 1,885,000 | ||||||||||||||||||||||||||
Related Party [Member] | DIH Holding US, Inc. [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Due from related party | 7,185,000 | $ 7,185,000 | |||||||||||||||||||||||||||
Due to related party | $ 7,277,000 | $ 7,277,000 | |||||||||||||||||||||||||||
DIH Cayman [Member] | DIH Holding US, Inc. [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 135,000 | $ 405,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | ||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Payment to acquire restricted investments | $ 204,020,000 | ||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 303,000 | 303,000 | |||||||||||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Temporary equity, shares outstanding | 20,200,000 | 5,670,123 | 20,200,000 | 5,670,123 | 0 | ||||||||||||||||||||||||
Temporary equity, redemption price per share | $ 10.24 | $ 10.62 | $ 10.24 | $ 0 | |||||||||||||||||||||||||
Common Class A [Member] | DIH Holding US, Inc. [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Share price | $ 10 | ||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 6,000,000 | ||||||||||||||||||||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 20,200,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Payment to acquire restricted investments | $ 13,500,000 | ||||||||||||||||||||||||||||
Subsequent event, description | the Company held an extraordinary general meeting of shareholders (the “July Extraordinary General Meeting”), to, among other things, approve (i) a special resolution to amend the amended and restated articles of association of the Company (the “Articles”) giving the Company the right to further extend the Business Combination Period six (6) times for an additional one (1) month each time, from August 9, 2023 to February 7, 2024 (the “Second Extension Amendment”) and (ii) the proposal to approve the Second Trust Amendment (as defined below). All proposals at the July Extraordinary General Meeting were approved by the shareholders of the Company. As such, the Company and Transfer Agent entered into Amendment No. 2 to the Investment Management Trust Agreement, to allow ATAK to extend the Business Combination Period six (6) times for an additional one (1) month each time from August 9, 2023 to February 9, 2024 by depositing into the Trust Account for each one-month extension the lesser of: (x) $135,000 or (y) $0.045 per share multiplied by the number of public shares then outstanding (the “Second Trust Amendment”). In addition, on July 27, 2023, the Company adopted the Second Extension Amendment, amending the Company’s Articles. | ||||||||||||||||||||||||||||
Description of board of meeting | On February 3, 2023, the Company held an Extraordinary General Meeting held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), to approve (i) a special resolution to amend the Company’s Amended and Restated Articles of Association giving the Company the right to extend the Combination Period six (6) times for an additional one (1) month each time, from February 9, 2023 to August 9, 2023 (the “Extension Amendment”) and (ii) the proposal to approve the Trust Amendment | ||||||||||||||||||||||||||||
Description of extension of business combination period | On February 6, 2023, the Company and Trustee entered into Amendment No. 1 to the Investment Management Trust Agreement, to allow the Company to extend the date by which it has to consummate a business combination (the “Combination Period”) six (6) times for an additional one (1) month each time from February 9, 2023 to August 9, 2023 by depositing into the Trust Account for each one-month extension the lesser of: (x) $135,000 or (y) $0.045 per share multiplied by the number of public shares then outstanding (the “Trust Amendment”). | ||||||||||||||||||||||||||||
Share price | $ 0.045 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | DIH Holding US, Inc. [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Net settlement amount | $ 93,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Related Party [Member] | DIH Holding US, Inc. [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Due from related party | 7,185,000 | $ 7,185,000 | |||||||||||||||||||||||||||
Due to related party | $ 7,277,000 | $ 7,277,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | DIH Cayman [Member] | DIH Holding US, Inc. [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Aggregate principal amount | 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Safe Gait Acquisition [Member] | DIH Holding US, Inc. [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 200,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Temporary equity, redemption price per share | $ 10.2769 | ||||||||||||||||||||||||||||
Temporary equity, aggregate amount of redemption requirement | $ 149,300,000 | ||||||||||||||||||||||||||||
Remaining amount held in trust account | $ 58,300,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Temporary equity, shares outstanding | 362,831 | ||||||||||||||||||||||||||||
Temporary equity, redemption price per share | $ 10.68 | ||||||||||||||||||||||||||||
Temporary equity, aggregate amount of redemption requirement | $ 3,900,000 | ||||||||||||||||||||||||||||
Temporary equity aggregate amount of redemption in trust account | $ 56,700,000 | ||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 14,529,877 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Payment to acquire restricted investments | $ 135,000 | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 810,000 | $ 810,000 | $ 100,000 | ||||||||||||||||||||||||||
Desposit trust account | $ 135,000 | $ 135,000 | $ 135,000 | ||||||||||||||||||||||||||
Debt instrument, issued, principal | $ 50,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 0% | ||||||||||||||||||||||||||||
Debt instrument maturity date, description | the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation. | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | Extension Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, description | does not bear interest, and matures (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated or liquidation and (ii) August 31, 2023. | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | Second Extension [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 135,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | Sponsor [Member] | Second Extension [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Proceeds from related party debt | 135,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Extension Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Maturity Period Of Notes | 2 days | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Extension Note [Member] | Extension Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Debt instrument interest rate | 0% | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Extension Note [Member] | Sponsor LLC [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 13,500,000 | ||||||||||||||||||||||||||||
Share price | $ 10 | ||||||||||||||||||||||||||||
Number of days after consummation of business combination within which the extension note as to be repaid | 20 days | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Working Capital Note [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 9,000,000 | ||||||||||||||||||||||||||||
Maturity Period Of Notes | 2 days | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Working Capital Loan From The Sponsor [Member] | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Other | $ 13,174 | $ 7,870 | $ 54,998 | $ 49,038 |
Total revenue, net | 13,174 | 7,870 | 54,998 | 49,038 |
Devices [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Other | 10,338 | 5,129 | 43,401 | 39,659 |
Total revenue, net | 10,338 | 5,129 | 43,401 | 39,659 |
Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Other | 2,609 | 2,648 | 10,293 | 8,104 |
Total revenue, net | 2,609 | 2,648 | 10,293 | 8,104 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Other | 227 | 93 | 1,304 | 1,275 |
Total revenue, net | $ 227 | $ 93 | $ 1,304 | $ 1,275 |
REVENUE RECOGNITION (Details Na
REVENUE RECOGNITION (Details Narrative) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Deferred revenue | $ 11,991 | $ 11,656 | $ 7,742 | |
Deferred revenue, revenue recognized | 8,729 | 5,440 | 5,440 | $ 6,120 |
Revenue, remaining performance obligation, amount | $ 681 | $ 3,119 | $ 2,302 | |
Deferred revenue recognized | 2 years | 4 years | 3 years |
SCHEDULE OF REVENUE ATTRIBUTED
SCHEDULE OF REVENUE ATTRIBUTED TO GEOGRAPHIC REGIONS BASED ON CUSTOMER LOCATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 49,038 | |||
DIH Holding US, Inc. [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 13,174 | $ 7,870 | $ 54,998 | 49,038 |
DIH Holding US, Inc. [Member] | EMEA [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 6,757 | 4,137 | 32,635 | 27,150 |
DIH Holding US, Inc. [Member] | Americas [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 2,989 | 1,798 | 14,283 | 11,516 |
DIH Holding US, Inc. [Member] | Asia Pacific [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 3,428 | $ 1,935 | $ 8,080 | $ 10,372 |
SCHEDULE OF LONG-LIVED ASSETS (
SCHEDULE OF LONG-LIVED ASSETS (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total property and equipment, net | $ 746 | $ 826 | $ 909 |
EMEA [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total property and equipment, net | 297 | 320 | 217 |
Americas [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total property and equipment, net | 336 | 390 | 569 |
Asia Pacific [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total property and equipment, net | $ 113 | $ 116 | $ 123 |
SCHEDULE OF INVENTORIES, NET (D
SCHEDULE OF INVENTORIES, NET (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Raw materials and spare parts | $ 6,400 | $ 5,908 | $ 5,108 |
Work in process | 1,788 | 1,146 | 1,362 |
Finished goods | 1,761 | 593 | 1,489 |
Less: reserves | (2,189) | (1,526) | (3,167) |
Total inventories, net | $ 7,760 | $ 6,121 | $ 4,792 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 5,442 | $ 5,356 | $ 5,555 |
Less: accumulated depreciation | (4,696) | (4,530) | (4,646) |
Property and equipment, net | 746 | 826 | 909 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 1,057 | 1,033 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 1,345 | 1,320 | 1,311 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 1,474 | 1,436 | 1,448 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 881 | 858 | 857 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 69 | 55 | 55 |
Manufacturing Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 616 | 654 | |
Computer Software And Hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 1,033 | 1,033 | |
Demonstration Units [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 654 | $ 851 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
DIH Holding US, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Depreciation | $ 99 | $ 140 | $ 157 | $ 1,337 |
SCHEDULE OF CAPITALIZED SOFTWAR
SCHEDULE OF CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Gross Carrying Amount, Capitalized software | $ 2,393 | $ 2,326 | $ 2,259 |
Accumulated Amortization, Capitalized software | (136) | (123) | (83) |
Net Carrying Amount, Capitalized software | 2,257 | 2,203 | 2,176 |
Gross Carrying Amount, Other intangible assets | 380 | 380 | |
Accumulated Amortization, Other intangible assets | |||
Net Carrying Amount, Other intangible assets | $ 380 | $ 380 |
SCHEDULE OF ESTIMATED ANNUAL AM
SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION FOR INTANGIBLE ASSETS (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 |
Restructuring Cost and Reserve [Line Items] | ||
Year one | $ 63 | |
Year one | 292 | $ 84 |
Year two | 464 | 488 |
Year three | 454 | 451 |
Year four | $ 454 | 442 |
Year five | $ 442 |
CAPITALIZED SOFTWARE, NET AND_3
CAPITALIZED SOFTWARE, NET AND OTHER INTANGIBLE ASSETS, NET (Details Narrative) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Amortization of intangible assets | $ 13 | $ 25 | $ 46 | $ 48 |
Other intangible assets | $ 380 | $ 380 | ||
Weighted average useful lives of intangible assets | 10 years |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Other receivables | $ 2,263 | $ 1,963 | $ 1,885 |
Other current assets | 2,924 | 3,247 | 1,026 |
Total other current assets | $ 5,187 | $ 5,210 | $ 2,911 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Taxes payable | $ 3,821 | $ 3,823 | $ 2,657 |
Other payables and current liabilities | 7,039 | 8,588 | 5,396 |
Total accrued expenses and other current liabilities | $ 10,860 | $ 12,411 | $ 8,053 |
SUMMARY OF OTHER NON-CURRENT LI
SUMMARY OF OTHER NON-CURRENT LIABILITIES (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Provisions | $ 1,272 | $ 1,071 | $ 540 |
Pension liabilities (Note 13) | 2,063 | 1,677 | 2,256 |
Total other non-current liabilities | $ 3,335 | $ 2,748 | $ 2,796 |
SCHEDULE OF AGGREGATE ANNUAL MA
SCHEDULE OF AGGREGATE ANNUAL MATURITIES OF LONG-TERM DEBT (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
2024 | $ 1,247 | $ 1,514 | |
2025 | 505 | 489 | |
Total | 1,752 | 2,003 | |
Total long-term debt | 1,752 | 1,514 | $ 1,267 |
Less: current portion | $ 489 | $ 1,707 |
LINES OF CREDIT AND LONG-TERM_3
LINES OF CREDIT AND LONG-TERM DEBT (Details Narrative) - DIH Holding US, Inc. [Member] $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Feb. 02, 2023 | Feb. 01, 2023 | Mar. 01, 2022 | Jan. 07, 2022 | Dec. 17, 2021 | May 19, 2020 CHF (SFr) | Jun. 30, 2023 CHF (SFr) | Mar. 31, 2023 CHF (SFr) | Jun. 30, 2022 | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CHF (SFr) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 CHF (SFr) | Jun. 30, 2023 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||||||
Revolving credit facility | $ | $ 2,728 | |||||||||||||
Credit Suisse Credit Facility [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Revolving credit facility | SFr | SFr 7,600 | SFr 7,600 | SFr 7,600 | |||||||||||
Weighted average rates | 4.83% | 3.60% | 3.79% | 3.79% | 2.69% | 2.69% | ||||||||
Line of credit monthly payment, description | the amendment to the Credit Suisse framework agreement reduced the credit line to CHF 100 monthly payments starting January 31, 2023 and increasing to CHF 200 monthly payments starting April 30, 2023. | |||||||||||||
Line of credit fees | SFr | SFr 33 | |||||||||||||
Line of credit facility balance | $ | $ 6,813 | $ 8,231 | $ 6,351 | |||||||||||
Line of credit facility, covenant compliance | the Company’s EBITDA (as defined in the framework agreement) was not in compliance with the covenants in the Credit Suisse Credit Facility. Subsequently, on July 11, 2023, the Company and Credit Suisse obtained a waiver of the Company’s failure to comply with the EBITDA covenant as of March 31, 2023 for a fee of CHF 29. | the Company’s EBITDA (as defined in the framework agreement) was not in compliance with the covenants in the Credit Suisse Credit Facility. Subsequently, on July 11, 2023, the Company and Credit Suisse obtained a waiver of the Company’s failure to comply with the EBITDA covenant as of March 31, 2023 for a fee of CHF 29. | ||||||||||||
UBS Credit Facility [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Revolving credit facility | SFr | SFr 7,000 | SFr 7,000 | SFr 7,000 | |||||||||||
Weighted average rates | 4.96% | 4.75% | 4.61% | 4.61% | 4.75% | 4.75% | ||||||||
Line of credit monthly payment, description | the Company and UBS entered into an amendment to increase the monthly payments to CHF 200 starting April 30, 2023. | the Company and UBS entered into an amendment to the UBS framework agreement that reduced the credit line to CHF 200 one-time payment as of April 31, 2022 and reduced the credit line to CHF 100 monthly payments starting May 31, 2022. | ||||||||||||
Line of credit facility balance | $ | $ 6,163 | $ 7,581 | 5,682 | |||||||||||
Line of credit average borrowings, percentage | 0.25% | 0.75% | 0.75% | |||||||||||
Fixed commitment fee, percentage | 0.75% | 0.25% | 0.25% | |||||||||||
COVID-19 loan [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of credit monthly payment, description | the Company and UBS entered into an amendment to the COVID-19 loan agreement that reduced the credit line by CHF 50 quarterly payments starting March 31, 2022 and five CHF 50 payments in the year ending March 31, 2024. | |||||||||||||
Line of credit facility balance | $ | $ 324 | $ 542 | 278 | |||||||||||
Line of credit monthly payment | SFr | SFr 500 | |||||||||||||
Line of credit, maturity date | Jun. 30, 2024 | |||||||||||||
COVID-19 Plus Credit Facility [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of credit monthly payment, description | the Company and UBS entered into an amendment to the COVID-19 Plus credit facility loan agreement that reduced the Company maximum credit limit to CHF 2,243 and reduced the credit line by CHF 173 quarterly payments starting March 31, 2022, CHF 230 quarterly payments starting March 31, 2023 and five CHF 230 payments in the year ending March 31, 2024. | |||||||||||||
Line of credit facility balance | $ | $ 1,679 | $ 2,432 | $ 1,474 | |||||||||||
Line of credit monthly payment | SFr | SFr 2,760 | |||||||||||||
Line of credit, maturity date | Jun. 30, 2024 | |||||||||||||
Federal share accruing interest, percenage | 85% | |||||||||||||
Line of credit accruing interest | 0.50% | |||||||||||||
Bank share accruing interest, percenage | 15% | 0.50% | 0.50% |
SCHEDULE OF EXPENSES RELATED TO
SCHEDULE OF EXPENSES RELATED TO PLANS (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Multiemployer Plan [Line Items] | ||||
Total defined contribution plan expense | $ 59 | $ 86 | $ 257 | $ 415 |
United States [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Total defined contribution plan expense | 32 | 16 | 105 | 93 |
Netherlands [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Total defined contribution plan expense | $ 27 | $ 70 | $ 152 | $ 322 |
SCHEDULE OF PENSION PLANS (Deta
SCHEDULE OF PENSION PLANS (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Multiemployer Plan [Line Items] | ||||
Current service cost | $ 167 | $ 172 | $ 687 | $ 962 |
Interest cost | 60 | 40 | 158 | 51 |
Expected return on plan assets | (87) | (63) | (249) | (294) |
Amortization of net gain | (39) | (45) | (179) | |
Settlement gain | (175) | (699) | (860) | |
Amortization of prior service credit | (35) | (34) | (135) | (141) |
Net charge to statement of operations | $ 66 | $ (105) | $ (417) | $ (282) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - DIH Holding US, Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense | $ 226,000 | $ 628,000 | $ 2,030,000 | $ 696,000 |
Effective tax rate, percentage | 7.20% | 18.80% | 4,345.90% | (5.90%) |
Accrued income taxes | $ 1,200,000 | $ 1,000,000 | ||
Operating loss carryforwards | 2,453 | $ 1,994 | ||
Accrual balances | 1,000 | 475 | ||
Expected contribution | 124,000 | |||
Pension Plan [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Expected contribution | 599,000 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 464 | 478 | ||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 4,946 | 4,517 | ||
Tax Year 2034 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 761 | $ 80 |
SCHEDULE OF RIGHT-OF-USE LEASE
SCHEDULE OF RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Operating lease, right-of-use assets, net | $ 5,134 | $ 3,200 | $ 4,807 |
Current portion of long-term operating lease | 1,667 | 1,255 | 1,743 |
Long-term operating lease | 3,492 | 1,970 | 3,099 |
Total operating lease liabilities | $ 5,159 | $ 3,225 | $ 4,842 |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Fixed operating lease costs | $ 494 | $ 471 | $ 1,939 | $ 1,882 |
Short-term lease costs | 40 | 5 | 23 | |
Total lease cost | $ 534 | $ 476 | $ 1,939 | $ 1,905 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Operating cash flows included in the measurement of lease liabilities | $ (495) | $ (456) | $ (1,930) | $ (1,847) |
Non-cash lease activity related to right-of-use assets obtained in exchange for new operating lease liabilities | 69 | 113 | $ 178 | $ 144 |
Other non-cash changes to ROU assets due to reassessment of the lease term | $ 2,231 |
SCHEDULE OF WEIGHTED AVERAGE RE
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE (Details) - DIH Holding US, Inc. [Member] | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Weighted-average remaining lease term (in years) | 2 years 9 months 14 days | 2 years 9 months 7 days | 3 years 8 months 15 days |
Weighted-average discount rate | 4% | 4% | 4% |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
2024 | $ 1,416 | $ 1,356 | |
2025 | 1,626 | 1,075 | |
2026 | 1,025 | 518 | |
2027 | 742 | 244 | |
2028 | 730 | 231 | |
Thereafter | |||
Total lease payments | 5,539 | 3,424 | |
Less: imputed interest | (380) | (199) | |
Total lease liability | $ 5,159 | $ 3,225 | $ 4,842 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT NET (Details) - DIH Holding US, Inc. [Member] | 12 Months Ended |
Mar. 31, 2023 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Property, Plant and Equipment, Dispositions | Shorter of remaining lease term or estimated useful life |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Leasehold Improvements [Member] |
Computer Equipment [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Leasehold improvements | 3 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Leasehold improvements | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Leasehold improvements | 10 years |
Vehicles [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Leasehold improvements | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Leasehold improvements | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Leasehold improvements | 5 years |
Building [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Leasehold improvements | 30 years |
SCHEDULE OF ACCRUED EXPENSES _2
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Taxes payable | $ 3,821 | $ 3,823 | $ 2,657 |
Other payables and current liabilities | 7,039 | 8,588 | 5,396 |
Total accrued expenses and other current liabilities | $ 10,860 | $ 12,411 | $ 8,053 |
SCHEDULE OF EMPLOYEE DEFINED BE
SCHEDULE OF EMPLOYEE DEFINED BENEFITS OBLIGATIONS AND PLAN ASSETS (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Change in present value of defined benefit obligation: | ||||
Defined benefit obligation at the beginning of the year | $ 11,417 | $ 11,678 | $ 11,678 | $ 16,060 |
Interest on defined obligation | 60 | 40 | 158 | 51 |
Current service cost | 167 | 172 | 687 | 962 |
Contributions by plan participants | 496 | 446 | ||
Translation loss | (26) | (429) | ||
Benefits paid | (1,137) | (2,103) | ||
Actuarial loss arising on projected benefit obligation | (439) | (3,309) | ||
Defined benefit obligation at the end of the year | 11,417 | 11,678 | ||
Change in plan assets: | ||||
Fair value of plan assets at the beginning of the year | $ 9,740 | $ 9,422 | 9,422 | 11,576 |
Actual return on plan assets | 373 | (709) | ||
Contributions by the employer | 592 | 526 | ||
Contributions by plan participants | 496 | 446 | ||
Benefits paid | (1,137) | (2,103) | ||
Translation loss | (6) | (314) | ||
Fair value of plan assets - at the end of the year | 9,740 | 9,422 | ||
Funded status at end of the year | $ (1,677) | $ (2,256) |
SCHEDULE OF DEFINED BENEFIT PLA
SCHEDULE OF DEFINED BENEFIT PLANS WITH ACCUMULATED BENEFIT OBLIGATIONS IN EXCESS OF PLAN ASSETS (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Accumulated benefit obligation | $ 11,116 | $ 11,357 |
Fair value of plan assets | $ 9,740 | $ 9,422 |
SCHEDULE OF AMOUNTS RECOGNIZED
SCHEDULE OF AMOUNTS RECOGNIZED IN BALANCE SHEET (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Current liabilities | ||
Non-current liabilities | (1,677) | (2,256) |
Total recognized in the combined balance sheet | $ (1,677) | $ (2,256) |
SCHEDULE OF AMOUNTS RECOGNIZE_2
SCHEDULE OF AMOUNTS RECOGNIZED IN OTHER COMPREHENSIVE INCOME (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Net loss (gain) | $ 294 | $ (1,445) |
Prior service cost | 136 | 140 |
Other comprehensive loss (income) | $ 430 | $ (1,305) |
SCHEDULE OF PRINCIPAL ASSUMPTIO
SCHEDULE OF PRINCIPAL ASSUMPTIONS USED FOR THE PURPOSE OF ACTUARIAL VALUATION (Details) - DIH Holding US, Inc. [Member] | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Discount rate | 2.10% | 1.40% |
Expected return on plan assets | 3.50% | 2.74% |
Expected rate of salary increase | 1% | 1% |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSET ALLOCATION (Details) - DIH Holding US, Inc. [Member] | Mar. 31, 2023 | Mar. 31, 2022 |
Equity Securities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Other, primarily cash and cash equivalents, and hedge funds | 33.99% | 35% |
Other, primarily cash and cash equivalents, and hedge funds | 34% | 34% |
Debt Securities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Other, primarily cash and cash equivalents, and hedge funds | 26.43% | 29.78% |
Other, primarily cash and cash equivalents, and hedge funds | 28% | 33% |
Cash and Cash Equivalents and Hedge Funds [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Other, primarily cash and cash equivalents, and hedge funds | 39.58% | 35.22% |
Other, primarily cash and cash equivalents, and hedge funds | 38% | 33% |
SCHEDULE OF FAIR VALUE OF PLAN
SCHEDULE OF FAIR VALUE OF PLAN ASSETS (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total | $ 9,740 | $ 9,422 | $ 11,576 |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 9,740 | 9,422 | |
Pension Plan [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 234 | 302 | |
Pension Plan [Member] | Defined Benefit Plan, Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 3,468 | 3,185 | |
Pension Plan [Member] | Defined Benefit Plan, Debt Security [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 2,493 | 2,535 | |
Pension Plan [Member] | Defined Benefit Plan, Real Estate [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 2,328 | 2,186 | |
Pension Plan [Member] | Defined Benefit Plan Non Traditional Assets [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 1,217 | 1,214 | |
Fair Value, Inputs, Level 1 [Member] | Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 6,195 | 6,022 | |
Fair Value, Inputs, Level 1 [Member] | Pension Plan [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 234 | 302 | |
Fair Value, Inputs, Level 1 [Member] | Pension Plan [Member] | Defined Benefit Plan, Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 3,468 | 3,185 | |
Fair Value, Inputs, Level 1 [Member] | Pension Plan [Member] | Defined Benefit Plan, Debt Security [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 2,493 | 2,535 | |
Fair Value, Inputs, Level 1 [Member] | Pension Plan [Member] | Defined Benefit Plan, Real Estate [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 1 [Member] | Pension Plan [Member] | Defined Benefit Plan Non Traditional Assets [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 3,545 | 3,400 | |
Fair Value, Inputs, Level 2 [Member] | Pension Plan [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | Pension Plan [Member] | Defined Benefit Plan, Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | Pension Plan [Member] | Defined Benefit Plan, Debt Security [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | Pension Plan [Member] | Defined Benefit Plan, Real Estate [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 2,328 | 2,186 | |
Fair Value, Inputs, Level 2 [Member] | Pension Plan [Member] | Defined Benefit Plan Non Traditional Assets [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 1,217 | 1,214 | |
Fair Value, Inputs, Level 3 [Member] | Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | Pension Plan [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | Pension Plan [Member] | Defined Benefit Plan, Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | Pension Plan [Member] | Defined Benefit Plan, Debt Security [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | Pension Plan [Member] | Defined Benefit Plan, Real Estate [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | Pension Plan [Member] | Defined Benefit Plan Non Traditional Assets [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total |
SCHEDULE OF EXPECTED BENEFIT PA
SCHEDULE OF EXPECTED BENEFIT PAYMENTS (Details) - DIH Holding US, Inc. [Member] $ in Thousands | Mar. 31, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
2024 | $ 124 |
2025 | 129 |
2026 | 313 |
2027 | 160 |
2028 | 164 |
2029-2033 | $ 1,080 |
SCHEDULE OF COMPONENTS LOSS BEF
SCHEDULE OF COMPONENTS LOSS BEFORE INCOME TAX (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Loss before income taxes | $ (11,357) | |||
DIH Holding US, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
U.S. operations | $ (5,513) | (7,916) | ||
Non-U.S. operations | 5,182 | (3,441) | ||
Loss before income taxes | $ (3,136) | $ (3,330) | $ (331) | $ (11,357) |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
State | ||||
Federal | ||||
Foreign | 1,435 | 391 | ||
State | ||||
Federal | ||||
Foreign | 70 | 55 | ||
State | ||||
Federal | 525 | 250 | ||
Foreign | ||||
Total | $ 226 | $ 628 | $ 2,030 | $ 696 |
SCHEDULE OF RECONCILIATION INCO
SCHEDULE OF RECONCILIATION INCOME TAX EXPENSE (Details) - DIH Holding US, Inc. [Member] | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Tax expense computed at federal statutory rate | 21% | 21% | ||
State tax | (273.00%) | 2% | ||
Change in valuation allowance | 2,245.50% | (21.60%) | ||
Foreign rate differential | (195.50%) | 0.70% | ||
Non-deductible expenses | 1,426.30% | (5.60%) | ||
Penalties | 1,124% | (2.00%) | ||
Other | (2.40%) | (0.40%) | ||
Total income tax expense | 7.20% | 18.80% | 4,345.90% | (5.90%) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - DIH Holding US, Inc. [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Net operating loss carryforwards | $ 7,863 | $ 6,989 |
Pension | 323 | 432 |
Accrued expenses | 138 | 26 |
Section 163(j) interest expense carryforward | 165 | 125 |
Capitalized R&D | 689 | 567 |
GAAP to statutory adjustments | 393 | 747 |
Other | 152 | 76 |
Total gross deferred tax assets | 9,723 | 8,962 |
Less: valuation allowance | (9,187) | (8,193) |
Total deferred tax assets, net of valuation allowance | 536 | 769 |
Depreciation | 7 | 9 |
GAAP to statutory adjustments | 869 | 963 |
Other | 51 | 149 |
Total gross deferred tax liabilities | 927 | 1,121 |
Net deferred tax liabilities | $ 391 | $ 352 |