ATAKU Aurora Technology Acquisition Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

January 4, 2024

 

 

AURORA TECHNOLOGY ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

Cayman Islands		001-41250		98-1624542
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

4 Embarcadero Center, Suite 1449 San Francisco, California		94105
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (650) 550-0458

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, par value, $0.0001 per share, one Redeemable Warrant to acquire one-half of one Class A Ordinary Share, and one Right to acquire one-tenth of one Class A Ordinary Share		ATAKU		The Nasdaq Stock Market LLC
Class A Ordinary Shares		ATAK		The Nasdaq Stock Market LLC
Redeemable Warrants, each two warrants exercisable for one Class A ordinary share at $11.50 per share		ATAKW		The Nasdaq Stock Market LLC
Rights, each 10 rights entitling the holder thereof to one Class A ordinary share		ATAKR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

As previously disclosed, at an Extraordinary General Meeting (the “Extraordinary General Meeting”) of Aurora Technology Acquisition Corp. (the “Company”) held on July 27, 2023, the Company’s shareholders approved, among other things, (1) a special resolution to amend the Company’s Amended and Restated Memorandum and Articles of Association giving the Company the right 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 August 9, 2023 to February 7, 2024 and (2) the proposal to approve Amendment No. 2 to the Investment Management Trust Agreement, dated February 7, 2022, to allow the Company to extend the Combination Period six (6) times for an additional one (1) month each time from August 9, 2023 to February 9, 2024 (the “Extensions”) by depositing into the trust account (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 (each, an “Extension Payment”).

 

In connection with the Extensions, on July 31, 2023, the Company issued an unsecured promissory note to ATAC Sponsor LLC, sponsor of the Company (the “Sponsor”), with a principal amount equal to $810,000 (the “Extension Note”). The Extension Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation. Advances under the Extension Note are for the purpose of making Extension payments and repaying the Sponsor or any other person with respect to funds loaned to the Company for the purpose of paying Extension Payments, including the Extension Payment made in connection with the Initial Extension.

 

On January 4, 2024, pursuant to the Extension Note, the Company delivered to the Sponsor a written request to draw down $135,000 for the purpose of extending the Combination Period from January 9, 2024 to February 7, 2024. Upon this written request, the Sponsor deposited $135,000 to the Company’s Trust Account on January 4, 2024.

 

The foregoing description is qualified in its entirety by reference to the Extension Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The description of the Extension Note and related transactions set forth in Item 1.01 to this Current Report on Form 8-K, and Exhibit 10.1 filed herewith, are incorporated into this Item 2.03 by reference

 

Item 8.01

Other Events

 

The Company extended the Combination Period from January 9, 2024 to February 7, 2024, by depositing $135,000 into the Trust Account on January 4, 2024, as described in Item 1.01 of this Current Report on Form 8-K. The Company issued the release filed herewith on January 8, 2024. The materials attached as Exhibit 99.1 are incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed with this report, except Exhibit 99.1 hereto, which shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 8, 2024

 

Aurora Technology Acquisition Corp.
By:	/s/ Zachary Wang
Name:	Zachary Wang
Title:	Chief Executive Officer and Chairman

 

 

Exhibit 99.1

 

Aurora Technology Acquisition Corp. Announces Additional Contribution to Trust Account to Extend Deadline to Consummate Business Combination

 

SAN FRANCISCO, CALIF. – January 8, 2024 – Aurora Technology Acquisition Corp. (NASDAQ: ATAKU, ATAK, ATAKW, ATAKR) (the “Company”) announced today that its sponsor, ATAC Sponsor LLC (the “Sponsor”), has deposited an aggregate of $135,000 (the “Extension Payment”) into the Company’s trust account in order to extend the date by which the Company has to consummate a business combination from January 9, 2024 to February 7, 2024.

 

The Extension Payment was loaned as a draw down pursuant to an unsecured promissory note the Company issued to the Sponsor on July 31, 2023 with a principal amount equal to $810,000.00 (the “Extension Note”). The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the liquidation of the Company, subject to the terms and conditions set forth in the Extension Note. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with this extension.

 

About Aurora Technology Acquisition Corp.

 

Aurora Technology Acquisition Corp. is a Cayman Island based blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses in any industry or geographic location, but intends to focus its search on high-growth technology companies based in North America and Asia (excluding China). The Company aims to prioritize target companies founded by Asian or Asian-American entrepreneurs who are building a global enterprise supported by forward thinking visions and innovative frontier technologies that include but are not limited to artificial intelligence, blockchain, quantum computing, and electric vehicles.

 

Forward Looking Statements

 

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact Information

 

Zachary Wang, CEO

Cathryn Chen, CFO

Yida Gao, COO

Email: info@auroraspac.com

 

v3.23.4

Cover	Jan. 04, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 04, 2024
Entity File Number	001-41250
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	(650)
Local Phone Number	550-0458
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units Each Consisting Of One Class Ordinary Share Par Value 0. 0001 Per Share One Redeemable Warrant To Acquire Onehalf Of One Class Ordinary Share And One Right To Acquire Onetenth Of One Class Ordinary Share [Member]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, par value
Trading Symbol	ATAKU
Security Exchange Name	NASDAQ
Class Ordinary Shares [Member]
Title of 12(b) Security	Class A Ordinary Shares
Trading Symbol	ATAK
Security Exchange Name	NASDAQ
Redeemable Warrants Each Two Warrants Exercisable For One Class Ordinary Share At 11. 50 Per Share [Member]
Title of 12(b) Security	Redeemable Warrants, each two warrants exercisable for one Class A ordinary share at $11.50 per share
Trading Symbol	ATAKW
Security Exchange Name	NASDAQ
Rights Each 10 Rights Entitling Holder Thereof To One Class Ordinary Share [Member]
Title of 12(b) Security	Rights, each 10 rights entitling the holder thereof to one Class A ordinary share
Trading Symbol	ATAKR
Security Exchange Name	NASDAQ

---