SEC Form 424B3 filed by DIH Holdings US Inc.

Prospectus Supplement No. 5

Filed pursuant to Rule 424(b)(3)

Registration No. 333-283853

DIH HOLDING US, INC.

Dated March 17, 2025

To the Prospectus dated January 31, 2025

This Prospectus Supplement No. 5 updates, amends and supplements the prospectus, dated January 31 2025, as amended and supplemented by Prospectus Supplement No. 1 dated February 14, 2025, Prospectus Supplement No. 2 dated February 18, 2025, Prospectus Supplement No. 3, dated March 3, 2025, and Prospectus Supplement No. 4 dated March 10, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-283853).

This Prospectus Supplement No. 5 is being filed to update, amend, and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the United States Securities and Exchange Commission on March 14, 2025, which is set forth below.

This Prospectus Supplement No. 5 is not complete without the Prospectus. This Prospectus Supplement No. 5 should be read in conjunction with the Prospectus, which is to be delivered with this Prospectus Supplement No. 5, and is qualified by reference thereto, except to the extent that the information in this Prospectus Supplement No. 5 updates or supersedes the information contained in the Prospectus. Please keep this Prospectus Supplement No. 5 with your Prospectus for future reference.

Our Common Stock and Warrants are traded on The Nasdaq Stock Market LLC under the symbols “DHAI.” and “DHAIW”, respectively. On March 14, 2025, the last reported sale price of our Common Stock was $0.3056 per share.

INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE “RISK FACTORS” INCLUDED IN OUR ANNUAL REPORT ON FORM 10-K, as amended by Form 10-K/A, FOR THE YEAR ENDED MARCH 31, 2024 AS WELL AS SUBSEQUENTLY FILED FORM 10-QS BEFORE YOU DECIDE TO INVEST.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT NO. 5 IS NOT COMPLETE AND MAY CHANGE. THIS PROSPECTUS SUPPLEMENT NO. 5 IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The date of this Prospectus Supplement No. 5 is March 17, 2025

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): March 11, 2025

DIH HOLDING US, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: 877 944-2200

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:

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

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On March 11, 2025, DIH Holding US, Inc. (the “Company”), received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days prior to the date of the Notice, the closing bid price of the Company’s securities (the “Bid Price”) was less than $1.00 per share, which does not meet the requirement for continued listing on The Nasdaq Global Market, as required by Nasdaq Listing Rule 5450(a0(1) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Staff has provided the Company with 180 calendar days, or until September 8, 2025, to regain compliance with the Bid Price Rule. The Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Global Market.

If the Company regains compliance with the Bid Price Rule, the Staff will provide written confirmation to the Company and close the matter. To regain compliance with the Bid Price Rule, the Bid Price must be at least $1 for a minimum of ten consecutive business days during the 180-day compliance period ending on September 8, 2025. In the event the Company does not regain compliance with the Bid Price Rule prior to the expiration of the compliance period, it may be entitled to additional time provided certain requirements are satisfied. If the Company does not meet the requirements or the staff determines that the Company will be unable to cure the deficiency, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel.

The Company will continue to monitor the Bid Price of its securities and consider its available options to regain compliance with the Bid Price Rule. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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