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Brand Engagement Network Inc.(BNAI) - 2023 Q3 - Quarterly Report
2023-11-14 21:16
Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $1,589,913, consisting of operating and formation costs of $1,624,228 and a change in fair value of warrant liabilities of $539,266, offset by interest earned of $573,581 [117]. - For the nine months ended September 30, 2023, the company had a net income of $231,821, which included interest earned of $3,868,445, offset by operating and formation costs of $2,485,751 and a change in fair value of warrant liabilities of $1,150,873 [119]. - The company had cash used in operating activities of $726,761 for the nine months ended September 30, 2023, compared to $512,027 for the same period in 2022 [124][125]. Cash and Liquidity - As of September 30, 2023, the company had cash held in the Trust Account amounting to $49,179,344, which is intended to be used for completing a business combination [126]. - The company has determined that it does not have sufficient liquidity to meet anticipated obligations for at least twelve months after the financial statements are issued, raising substantial doubt about its ability to continue as a going concern [132]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023 [133]. Shareholder Activity - The company’s shareholders redeemed approximately 26,298,498 Class A ordinary shares for cash at a redemption price of approximately $10.21 per share, totaling an aggregate redemption amount of approximately $269,585,000 [114]. - The company has identified a clerical error resulting in an overpayment of approximately $887,555 to redeeming shareholders, of which $870,731 has been collected as of September 30, 2023 [127]. Business Combination Plans - The company plans to extend the date to consummate a business combination from December 4, 2023, to May 4, 2024, pending shareholder approval [114]. Accounting Standards - The FASB's ASU 2020-06, effective January 1, 2024, will simplify accounting for certain financial instruments, impacting the company's financial position and results of operations [139]. - The company has not adopted ASU 2020-06 as of September 30, 2023, and is currently assessing its potential impact [139]. - Management believes that no other recently issued accounting standards will materially affect the unaudited condensed consolidated financial statements [140]. Equity Accounting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' deficit [137]. - Net (loss) income per ordinary share is calculated using the two-class method, excluding accretion associated with redeemable shares [138]. IPO Costs - The company incurred $17,501,346 in Initial Public Offering related costs, including $6,189,014 of underwriting fees and $10,830,775 of deferred underwriting fees [123].
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
Financial Performance - As of March 31, 2023, the company reported a net income of $2,078,069, primarily from interest earned on investments held in the Trust Account of $2,775,554, offset by operating costs of $314,409 and changes in fair value of warrant liabilities of $383,076[110]. - For the three months ended March 31, 2022, the company reported a net income of $2,830,646, with a significant change in fair value of warrant liabilities amounting to $4,503,199[111]. Trust Account and Cash Position - As of March 31, 2023, the Trust Account held investments totaling $47,215,722, which will be utilized to complete a business combination[117]. - The company had cash of $153,346 outside the Trust Account as of March 31, 2023, which will be used for identifying and evaluating target businesses and related due diligence activities[118]. Initial Public Offering - The company completed its Initial Public Offering on March 4, 2021, raising gross proceeds of $300,000,000 from the sale of 30,000,000 Units at $10.00 per Unit[112]. - The company incurred $17,501,346 in Initial Public Offering related costs, including $6,189,014 in underwriting fees[114]. Business Combination and Shareholder Actions - During the Extension Meeting on March 3, 2023, shareholders redeemed 26,298,498 Class A ordinary shares for approximately $269,585,000, impacting the company's ability to consummate a business combination[107]. - The company has until December 4, 2023, to complete a business combination, after which mandatory liquidation will occur if not completed[120]. Accounting Standards and Regulations - ASU 2020-06, effective January 1, 2024, simplifies accounting for certain financial instruments and introduces additional disclosures for convertible debt[129]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[129]. - The company has not adopted ASU 2020-06 as of March 31, 2023[129]. - Management believes that no other recently issued accounting standards will have a material effect on the unaudited condensed consolidated financial statements[130]. - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies[131]. Miscellaneous - The company expects to recover an overpayment amount of approximately $887,555 made to redeeming shareholders due to a clerical error[118]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2023, and incurs a monthly fee of $10,000 for office space and administrative services[123][122].
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
Financial Performance - For the three months ended September 30, 2022, the company reported a net loss of $1,665,771, consisting of operating and formation costs of $2,620,236 and a change in fair value of warrant liabilities of $442,264, offset by interest earned of $1,396,729 [143]. - For the nine months ended September 30, 2022, the company had a net income of $3,933,559, driven by a change in fair value of warrant liabilities of $6,655,331 and interest earned of $1,844,800, after accounting for operating and formation costs of $4,566,572 [144]. Investments and Cash Position - As of September 30, 2022, the company held investments in the Trust Account amounting to $311,295,520, which are intended to be used for completing the Business Combination [151]. - As of September 30, 2022, the company had cash of $349,447 available for operational activities and identifying target businesses [153]. Initial Public Offering - The company generated gross proceeds of $300,000,000 from its Initial Public Offering of 30,000,000 Units at $10.00 per Unit [146]. - The company incurred $17,501,346 in Initial Public Offering related costs, including $6,189,014 of underwriting fees and $10,830,775 of deferred underwriting fees [148]. Business Combination - The company has until March 4, 2023, to consummate a Business Combination, after which a mandatory liquidation may occur if not completed [155]. - The company plans to use substantially all funds in the Trust Account for the Business Combination and subsequent operations of the target business [151]. - The company may incur additional costs in pursuing the Proposed Business Combination, with no assurance of success [139]. Accounting Standards - ASU 2020-06, effective January 1, 2024, simplifies accounting for certain financial instruments and introduces additional disclosures for convertible debt [164]. - The new standard amends diluted earnings per share guidance, requiring the use of the if-converted method for all convertible instruments [164]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows [164]. - As of September 30, 2022, the company has not adopted ASU 2020-06 [164]. - Management believes that no other recently issued accounting standards will materially affect the condensed consolidated financial statements [165]. Market Risk Disclosures - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies [166].
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 ...