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Brand Engagement Network Inc.(BNAI) - 2023 Q2 - Quarterly Report
2023-08-14 20:37
Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-third of one redeemable warrant DHCAU The Nasdaq Stock Market LLC Class A ordinary shares included as part of the units DHCA The Nasdaq Stock Market LLC Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 DHCAW The Nasdaq Stock Marke ...
Brand Engagement Network Inc.(BNAI) - 2023 Q1 - Quarterly Report
2023-05-22 21:27
Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-third of one redeemable warrant DHCAU The Nasdaq Stock Market LLC Class A ordinary shares included as part of the units DHCA The Nasdaq Stock Market LLC Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 DHCAW The Nasdaq Stock Marke ...
Brand Engagement Network Inc.(BNAI) - 2022 Q4 - Annual Report
2023-03-30 20:52
Financial Overview - The company completed its initial public offering of 30,000,000 units at a price of $10.00 per unit, raising net proceeds of approximately $309.45 million, which were placed in a trust account[15]. - As of December 31, 2022, the company had approximately $313.91 million held in the Trust Account available for a business combination, assuming no redemptions[42]. - Following the redemption of 26,298,498 Class A ordinary shares, the balance in the trust account was approximately $47.61 million[43]. - The company has access to up to $212,608 of proceeds held outside of the trust account as of December 31, 2022, to pay potential claims[97]. - The company may only return approximately $10.00 per public share or less to shareholders in the event of liquidation due to claims of creditors[102]. Business Combination Strategy - The company aims to identify and acquire technology-enabled businesses in sectors such as automotive, consumer, aerospace/defense, enterprise software, and e-commerce, focusing on those that can materially grow revenue and earnings[18]. - The acquisition strategy includes targeting companies that can benefit from operational improvements and efficiency gains through technology solutions[24]. - The company seeks targets that have strong management teams, good access to public capital markets, and significant embedded expansion opportunities[24]. - The company is positioned to evaluate and improve a target's growth prospects and create shareholder value following a business combination[24]. - The company has not selected any business combination target and has not initiated substantive discussions with any potential targets[46]. Management and Governance - The management team has a track record of leading over 100 initial public offerings and M&A transactions, overseeing more than $500 million in capital, which enhances its attractiveness as a merger partner[20]. - The board of directors consists of seasoned executives with extensive experience in acquisitions, divestitures, and corporate strategy, enhancing the company's competitive edge[21]. - The company will ensure that any initial business combination has an aggregate fair market value of at least 80% of the assets held in the trust account[27]. - The company will not pay any consulting fees to management team members for services related to the initial business combination[54]. - The company may recruit additional managers post-combination, but there is no assurance that it will find suitable candidates[59]. Shareholder Rights and Redemption - Shareholders may redeem their Class A ordinary shares at a price equal to the amount in the trust account, calculated two business days prior to the business combination[69]. - The company has a minimum cash requirement of $5,000,001 for redemptions, ensuring net tangible assets are maintained[70]. - Public shareholders can redeem their shares regardless of their voting decision, and the management team has agreed to waive their redemption rights for founder shares[74]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent, which aims to prevent large shareholders from blocking the business combination[79]. - The company requires the affirmative vote of a majority of shareholders, specifically 436,408 public shares or 9.4% of the total outstanding shares, to approve the initial business combination[74]. Regulatory and Reporting Obligations - The company is eligible to take advantage of certain exemptions from various reporting requirements as an "emerging growth company" under the JOBS Act[38]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.07 billion or the market value of its Class A ordinary shares held by non-affiliates exceeds $700 million[40]. - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[106]. - The company has filed a Registration Statement on Form 8-A with the SEC, making it subject to Exchange Act rules and regulations[110]. - The company may face limitations in acquiring target businesses that cannot provide financial statements in accordance with federal proxy rules[108]. Risks and Challenges - The company anticipates that its success may depend entirely on the performance of a single business post-combination, leading to potential risks from lack of diversification[56]. - The company may incur losses if the evaluation of a target business does not lead to a completed business combination[54]. - The company may encounter intense competition from other entities in identifying and selecting a target business for its initial business combination[103]. - The company may need to obtain additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account[48]. - If the business combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[86].
Brand Engagement Network Inc.(BNAI) - 2022 Q3 - Quarterly Report
2022-11-14 11:30
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40130 DHC ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1574798 (Stat ...
Brand Engagement Network Inc.(BNAI) - 2022 Q2 - Quarterly Report
2022-08-13 00:23
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40130 DHC ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1574798 (State or other jurisdiction of incorporatio ...
Brand Engagement Network Inc.(BNAI) - 2022 Q1 - Quarterly Report
2022-05-13 20:07
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40130 DHC ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1574798 (State or ot ...
Brand Engagement Network Inc.(BNAI) - 2021 Q4 - Annual Report
2022-03-11 21:27
IPO and Capital Structure - The company completed its initial public offering on March 4, 2021, raising a total of $309,450,720 from the sale of 30,000,000 units at $10.00 per unit and 6,000,000 private placement warrants at $1.00 per warrant[19]. - As of December 31, 2021, the company had approximately $309.45 million held in the trust account available for a business combination, assuming no redemptions[48]. - The company has access to up to $861,474 of proceeds held outside the trust account to cover potential claims and liquidation costs, estimated to be no more than $100,000[105]. - The company has approximately $299,870,085 available to consummate an initial business combination after payment of estimated expenses and deferred underwriting fees[199]. - The company may issue up to 500,000,000 Class A ordinary shares, with 469,054,928 authorized but unissued shares available for issuance[191]. Business Strategy and Acquisition Focus - The company is focused on identifying and acquiring technology and technology-enabled businesses in sectors such as automotive, consumer, aerospace/defense, enterprise software, and E-commerce[21]. - The acquisition criteria include targeting businesses in the technology industry with strong management teams and significant growth potential, as well as those that can benefit from operational improvements[30]. - The company intends to pursue businesses that exhibit unrecognized value or characteristics that have been misvalued by the marketplace, based on thorough due diligence[30]. - The company plans to leverage its extensive network of industry relationships and third-party advisors to identify and evaluate potential acquisition targets[23]. - Target business candidates are expected to be sourced from various unaffiliated sources, including investment market participants and private equity groups[55]. Management and Governance - The management team has a track record of leading over 100 initial public offerings and M&A transactions, managing over $500 million in capital, which enhances their attractiveness as a merger partner[24]. - The board of directors consists of seasoned executives with extensive experience in governance, operations, and capital markets, enhancing the company's competitive position[25]. - The management team has a history of acting as long-term partners to clients, which may facilitate a smoother transition for target businesses to public company status[27]. Financial Considerations and Risks - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account[54]. - The company has not taken any steps to secure third-party financing, and there is no assurance that it will be available[48]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[198]. - The company may face challenges in finding attractive targets due to increased competition among special purpose acquisition companies[131]. - The company may face competition from other entities with greater financial and technical resources in pursuing target businesses for acquisition[109]. Redemption and Shareholder Rights - Public shareholders can only redeem shares for cash upon completion of an initial business combination or if not completed within 24 months, with a minimum net tangible asset requirement of $5,000,001[135]. - Shareholder approval may be sought for the initial business combination if required by law or stock exchange listing requirements[66]. - The company plans to issue ordinary shares that may exceed 20% of the currently outstanding shares, which could lead to a change in control[68]. - Public shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent, aimed at preventing large block accumulations[86]. - The company has a specified maximum redemption threshold of $5,000,001 to avoid being subject to SEC's "penny stock" rules, allowing it to complete initial business combinations even with substantial shareholder dissent[173]. Operational and Regulatory Challenges - The company currently has no operating history and no revenues, which limits the ability to evaluate its business objectives[128]. - The company is subject to reporting obligations under the Exchange Act, including the requirement to file annual, quarterly, and current reports with the SEC[112]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[118]. - The company may face limitations in completing initial business combinations due to federal proxy rules requiring historical and/or pro forma financial statement disclosures[205]. - The company may not hold an annual meeting of shareholders until after the consummation of its initial business combination, limiting shareholder engagement[170]. Liquidation and Time Constraints - If the initial business combination is not completed by March 4, 2023, the company will redeem public shares at a per-share price equal to the aggregate amount in the trust account, estimated at $10.00 per share[95][101]. - The company will cease operations and liquidate if it fails to complete a business combination within 24 months from the IPO[95]. - If the initial business combination is not consummated within the required time period, public shareholders may receive only approximately $10.00 per public share upon liquidation[194]. - The ability of public shareholders to redeem shares for cash may make the company less attractive to potential business combination targets[126]. - The company may continue to seek a business combination with a different target until March 4, 2023, if the initial proposal is not approved[94]. Miscellaneous Risks - The COVID-19 pandemic may adversely affect the ability to complete a business combination due to travel restrictions and market volatility[144]. - The increased cost and decreased availability of directors and officers liability insurance could complicate the negotiation of an initial business combination[158]. - There is a risk that the management of a prospective target business may lack the necessary skills to manage a public company, potentially impacting operations and profitability[196]. - The company may face delisting from Nasdaq if it fails to maintain required financial and share price levels, which could limit trading and liquidity[137]. - The potential for public shareholders to exercise redemption rights could limit the company's ability to optimize its capital structure and complete desirable business combinations[141].
Brand Engagement Network Inc.(BNAI) - 2021 Q3 - Quarterly Report
2021-11-12 22:13
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40130 DHC ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1574798 (State o ...
Brand Engagement Network Inc.(BNAI) - 2021 Q2 - Quarterly Report
2021-08-16 21:06
Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40130 DHC ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-157 ...
Brand Engagement Network Inc.(BNAI) - 2021 Q1 - Quarterly Report
2021-07-21 20:11
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40130 DHC ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1574798 (State or ot ...