DIH Holding US Completes Reverse Split Amidst Incomplete Reorganization

TL;DR

**DHAI's reverse split is a band-aid; the unresolved lien on key assets makes this a high-risk bet on future integration.**

AI Summary

DIH Holding US, Inc. (DHAI) is a global provider of advanced robotic devices for physical rehabilitation, focusing on interactive solutions for walking impairments, reduced balance, and impaired arm/hand functions. The company's revenue is concentrated in Europe, Middle East, Africa (EMEA), and the Americas, with a smaller portion from Asia Pacific (APAC). On October 17, 2025, DIH Holding US, Inc. executed a one-for-twenty-five reverse stock split of its Class A common stock, with shares beginning to trade on a split-adjusted basis on October 20, 2025. The company completed a business combination with Aurora Technology Acquisition Corp. (ATAK) on February 7, 2024, redomesticating to Delaware and changing its name to DIH Holding US, Inc. A significant risk highlighted is the incomplete reorganization due to a lien on DIH Hong Kong related to DIH China, preventing the transfer of Motek Group and Hocoma AG ownership to DIH Holding US, Inc. DIH Cayman, owned approximately 42% by CEO Jason Chen, holds about 34.7% of DIH Holding US, Inc.'s common stock. The market value of non-affiliate common equity was $38,873,419 as of September 30, 2024, with 2,092,653 shares outstanding as of October 17, 2025.

Why It Matters

DIH Holding US, Inc.'s reverse stock split aims to boost its share price and Nasdaq compliance, potentially attracting institutional investors. However, the unresolved lien on DIH Hong Kong, preventing the full integration of key subsidiaries like Motek Group and Hocoma AG, creates significant uncertainty for investors regarding the company's long-term growth strategy and operational synergies. This incomplete reorganization could hinder DIH's ability to compete effectively against fully integrated rivals in the rapidly growing robotic rehabilitation market, impacting future revenue and profitability. Employees and customers of the un-transferred entities may also face uncertainty regarding their future under the DIH Holding US, Inc. umbrella.

Risk Assessment

Risk Level: high — The company faces high risk due to the incomplete reorganization stemming from a lien on DIH Hong Kong, which prevents the transfer of Motek Group and Hocoma AG ownership to DIH Holding US, Inc. This means key operational entities are not fully integrated, creating significant uncertainty and potential operational inefficiencies. Furthermore, the company's status as an 'emerging growth company' and the recent reverse stock split (one-for-twenty-five) indicate a need to address market perception and potentially maintain Nasdaq listing requirements, adding to the inherent volatility.

Analyst Insight

Investors should exercise extreme caution and await resolution of the DIH Hong Kong lien and full integration of Motek Group and Hocoma AG before considering an investment. The current operational fragmentation and the recent reverse stock split suggest underlying challenges that need to be addressed for sustainable growth.

Key Numbers

• 1-for-25 — Reverse Stock Split Ratio (Effected on October 17, 2025, for Class A common stock)
• 2025-10-20 — Split-Adjusted Trading Date (Common Stock began trading on Nasdaq Capital Market on a split-adjusted basis)
• 2024-02-07 — Business Combination Closing Date (ATAK and DIH Nevada consummated the business combination)
• 34.7% — DIH Cayman's Ownership (Percentage of common stock of DIH Holding US, Inc. owned by DIH Cayman)
• 42% — Jason Chen's Indirect Ownership (Percentage of outstanding shares of DIH Cayman owned by Jason Chen)
• $38,873,419 — Market Value of Non-Affiliate Equity (As of September 30, 2024)
• 2,092,653 — Shares Outstanding (As of October 17, 2025)
• $7.8 million — Sale of DIH US Corp (Hocoma AG sold 100% of DIH US Corp to DIH Nevada)
• $10.5 million — Sale of Hocoma Medical GmbH (Hocoma AG sold share ownership of Hocoma Medical GmbH to DIH Nevada)
• $1.6 million — Sale of Intellectual Property (Hocoma AG sold its intellectual property to DIH Technology Inc.)

Key Players & Entities

• DIH Holding US, Inc. (company) — Registrant
• Aurora Technology Acquisition Corp. (company) — Acquirer in Business Combination
• Jason Chen (person) — Chief Executive Officer and Chairman of the Board of Directors of DIH Holding US, Inc.
• Motek ForceLink B.V. (company) — Acquired subsidiary, currently not fully integrated
• Hocoma AG (company) — Acquired subsidiary, currently not fully integrated
• DIH Cayman (company) — Parent company of DIH Hong Kong, holds 34.7% of DIH Holding US, Inc. common stock
• DIH Hong Kong (company) — Wholly owned subsidiary of DIH Cayman, subject to a lien
• DIH China (company) — Wholly owned subsidiary of DIH Hong Kong, related to the lien
• Nasdaq Stock Market LLC (regulator) — Exchange where Class A Common Stock and Warrants are registered
• $38,873,419 (dollar_amount) — Aggregate market value of voting and non-voting common equity held by non-affiliates as of September 30, 2024

FAQ

Risk Factors

• Incomplete Reorganization and Ownership Transfer [high — legal]: The company's reorganization is incomplete due to a lien on DIH Hong Kong related to DIH China. This prevents the transfer of ownership of Motek Group and Hocoma AG to DIH Holding US, Inc. As a result, Hocoma AG and the Motek Group are excluded from the consolidated financial statements, and the company only has an exclusive distribution agreement with Motek Group.
• Dependence on Future Capital Raising [medium — financial]: The company's ability to raise sufficient capital to support its operations and fund growth initiatives is a significant risk. This is crucial for continued development and market expansion in the rapidly growing rehabilitation robotics sector.
• Technical and Marketing Difficulties [medium — operational]: There is a risk of unexpected technical and marketing difficulties inherent in major research and product development efforts. This could impact the company's ability to innovate and expand into new markets.
• Market Innovator and Expansion Challenges [medium — market]: The company's ability to remain a market innovator, create new market opportunities, and expand into new markets is subject to uncertainty. Success in the competitive rehabilitation robotics market requires continuous innovation and strategic market entry.
• Supply Chain and Supplier Relations [medium — operational]: Disruptions or threatened disruptions to relations with resellers, suppliers, and customers, including shortages in components for products, pose an operational risk. Changes in the supply, demand, and prices for products also present challenges.
• International Business Complexities [medium — regulatory]: The complexities and uncertainty of conducting international business, including export compliance and other reporting and compliance requirements, present a regulatory risk. This is particularly relevant given the company's global focus.
• Cybersecurity Threats [medium — operational]: The company faces risks related to potential security and cyber threats, including the risk of unauthorized access to its systems, customers' systems, and supplier systems. This is a critical concern for any technology-focused company.

Industry Context

The market for robotic devices in physical rehabilitation and human performance enhancement is experiencing rapid growth, driven by an aging global population and increasing demand for healthcare services. DIH Holding US, Inc. operates within this expanding sector, focusing on interactive solutions for mobility and functional impairments.

Regulatory Implications

The company faces regulatory complexities related to international business operations, including export compliance and reporting requirements. Furthermore, the incomplete reorganization due to a lien on DIH Hong Kong presents a significant legal and operational hurdle that could impact compliance and future business activities.

What Investors Should Do

1. Monitor the progress of the incomplete reorganization and the resolution of the lien on DIH Hong Kong.
2. Assess the company's ability to secure future capital for growth initiatives.
3. Evaluate the competitive landscape and DIH's ability to maintain market innovation.

Key Dates

• 2024-02-07: Business Combination Closing — ATAK and DIH Nevada consummated their business combination, leading to ATAK redomesticating to Delaware and changing its name to DIH Holding US, Inc. This marks a significant step in the company's corporate structure and public listing.
• 2025-10-17: Reverse Stock Split — DIH Holding US, Inc. executed a one-for-twenty-five reverse stock split of its Class A common stock, impacting the share count and per-share metrics.
• 2025-10-20: Split-Adjusted Trading Date — The company's common stock began trading on the Nasdaq Capital Market on a split-adjusted basis, reflecting the recent reverse stock split.

Glossary

Business Combination

The merger or acquisition of two or more companies, in this case, between ATAK and DIH Nevada. (This event is central to the formation of DIH Holding US, Inc. as it exists today and its public listing.)

Reorganization

A restructuring of a company's business or financial affairs. In this context, it refers to the intended transfer of ownership of Motek Group and Hocoma AG to DIH Holding US, Inc. (The incomplete reorganization is a significant risk factor, impacting the company's consolidated financial reporting and ownership structure.)

DIH Cayman

A holding company that owns a significant stake in DIH Holding US, Inc. (Its ownership of DIH Holding US, Inc. (34.7%) and indirect ownership by CEO Jason Chen (42% of DIH Cayman) are important for understanding control and related-party dynamics.)

Class A Common Stock

The class of common stock issued by DIH Holding US, Inc. that underwent a reverse stock split. (This is the primary class of equity for public investors and was directly affected by the 1-for-25 reverse stock split.)

Motek Group and Hocoma AG

Entities whose ownership was intended to be transferred to DIH Holding US, Inc. as part of the reorganization. (These entities are key operational components of the rehabilitation robotics business, but their ownership transfer is currently blocked, impacting financial consolidation.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text excerpt. The excerpt focuses on the current period's business combination, risk factors, and key dates, but lacks comparative financial data or a discussion of year-over-year changes.

Key Financial Figures

• $0.0001 — ares of Class A common stock, par value $0.0001 per share (the "Common Stock"). As a re
• $7.8 million — rship of DIH US Corp to DIH Nevada, for $7.8 million. 2. Hocoma AG sold its net assets, e
• $10.5 million — property, to Hocoma Medical GmbH for a $10.5 million intercompany note between Hocoma AG and
• $1.6 million — ly owned subsidiary of DIH US Corp) for $1.6 million. 4. Hocoma AG then sold the share ow
• $255 billion — services market is estimated to be over $255 billion and is driven by an increase in individ

Filing Documents

• form10-k.htm (10-K) — 2204KB
• ex21.htm (EX-21) — 10KB
• ex24.htm (EX-24) — 21KB
• ex31-1.htm (EX-31.1) — 17KB
• ex31-2.htm (EX-31.2) — 18KB
• ex32-1.htm (EX-32.1) — 7KB
• ex32-2.htm (EX-32.2) — 7KB
• form10-k_001.jpg (GRAPHIC) — 106KB
• form10-k_002.jpg (GRAPHIC) — 40KB
• 0001493152-25-018682.txt ( ) — 11120KB
• dhai-20250331.xsd (EX-101.SCH) — 84KB
• dhai-20250331_cal.xml (EX-101.CAL) — 111KB
• dhai-20250331_def.xml (EX-101.DEF) — 343KB
• dhai-20250331_lab.xml (EX-101.LAB) — 673KB
• dhai-20250331_pre.xml (EX-101.PRE) — 555KB
• form10-k_htm.xml (XML) — 1525KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 13 Item 1B. Unresolved Staff Comments 33 Item 1C. Cybersecurity 33 Item 2.

Properties

Properties 35 Item 3.

Legal Proceedings

Legal Proceedings 35 Item 4. Mine Safety Disclosures 35 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 Item 6. [Reserved] 36 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 47 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 48 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 89 Item 9A.

Controls and Procedures

Controls and Procedures 89 Item 9B. Other Information 90 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 90 PART III Item 10. Directors, Executive Officers and Corporate Governance 91 Item 11.

Executive Compensation

Executive Compensation 98 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 101 Item 13. Certain Relationships and Related Transactions, and Director Independence 103 Item 14. Principal Accounting Fees and Services 105 PART IV Item 15. Exhibits, Financial Statement Schedules 108 Item 16. Form 10-K Summary 108 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K ("Annual Report") contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management and involve risks and uncertainties. Forward-looking statements include statements regarding our plans, strategies, objectives, expectations and intentions, which are subject to change at any time at our discretion. Forward-looking statements include our assessment from time to time of our competitive position, the industry environment, potential growth opportunities, the effects of regulation and events outside of our control, such as natural disasters, wars or health epidemics. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "hopes," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would" or similar expressions. Forward-looking to differ materially from the forward-looking statement. These uncertainties and other factors include, among other things: unexpected technical and marketing difficulties inherent in major research and product deve

Business

Business Combination On February 7, 2024 (the "Closing Date"), ATAK, Aurora Technology Merger Sub, a Nevada corporation and a direct, wholly-owned subsidiary of ATAK ("Merger Sub") and DIH Nevada consummated a previously announced business combination (the "Closing") pursuant to a business agreement dated as of February 26, 2023 (as amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement," and the transactions contemplated thereby, the "Business Combination") following the receipt of the required approval by ATAK's and DIH Nevada's shareholders and the fulfillment or waiver of other customary closing conditions. In connection with the Closing, ATAK redomesticated to Delaware and changed its name to "DIH Holding US, Inc." The Amended and Restated Certificate of Incorporation of DIH authorizes one class of common stock as Class A Common Stock ("Common Stock"). Due to the lien on DIH Hong Kong related to DIH China, the Reorganization could not be completed as defined by the Business Combination Agreement, meaning that Motek Group and Hocoma AG ownership could not be transferred to the Company prior to the Closing. In connection with the Closing and in accordance with the terms of the Business Combination Agreement, ATAK agreed to waive the closing condition that the Reorganization be completed prior to Closing. The Company agreed to use its best efforts to complete the Reorganization as defined in the Business Combination Agreement as soon as possible thereafter. The Reorganization has not been completed as of the filing date of this Annual Report on Form 10-K. In this Annual Report on Form 10-K, the Company has presented the financial statements on a consolidated basis including only operations from Legacy DIH. Hocoma AG and the Motek Group remained with DIH Hong Kong and are excluded from the consolidation of the Company. Upon closing of the Business Combination with ATAK, the Company owns 100% of DIH US Corp, which in

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