[Form 10-Q General Information](index=1&type=section&id=Form%2010-Q%20General%20Information) This section provides general information on DHC Acquisition Corp.'s Form 10-Q filing, company status, and outstanding shares - DHC Acquisition Corp. filed a Quarterly Report (Form 10-Q) for the period ended June 30, 2023[2](index=2&type=chunk) - The registrant is a Cayman Islands company, identified as an emerging growth company, non-accelerated filer, smaller reporting company, and a shell company[2](index=2&type=chunk)[3](index=3&type=chunk) Outstanding Shares (as of August 14, 2023) | Share Class | Number of Shares | | :------------------ | :--------------- | | Class A ordinary shares | 4,646,574 | | Class B ordinary shares | 7,736,268 | [Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents DHC Acquisition Corp.'s unaudited condensed consolidated financial statements and related accounting notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total Assets | Date | Amount | | :--------------- | :------------- | | June 30, 2023 | $48,699,510 | | December 31, 2022| $314,188,855 | Cash and investments held in Trust Account | Date | Amount | | :--------------- | :------------- | | June 30, 2023 | $48,590,022 | | December 31, 2022| $313,913,217 | Total Liabilities | Date | Amount | | :--------------- | :------------- | | June 30, 2023 | $17,710,533 | | December 31, 2022| $16,436,118 | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Net Income (Loss) | Period | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Income (Loss) | $(256,335) | $2,768,684 | $1,821,734 | $5,599,330 | Basic and Diluted Net Income (Loss) per share, Class A ordinary shares | Period | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | EPS (Class A) | $(0.02) | $0.07 | $0.08 | $0.14 | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Total Shareholders' Deficit | Date | Amount | | :--------------- | :--------------- | | June 30, 2023 | $(17,633,610) | | March 31, 2023 | $(16,857,965) | | January 1, 2023 | $(16,160,480) | | June 30, 2022 | $(13,753,437) | | March 31, 2022 | $(16,074,050) | | January 1, 2022 | $(18,904,696) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net Cash Used in Operating Activities | Period | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------- | :--------------------------- | :--------------------------- | | Net Cash Used | $(482,314) | $(455,829) | Net Cash Provided by Investing Activities | Period | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------- | :--------------------------- | :--------------------------- | | Net Cash Provided | $268,585,494 | — | Cash – End of the period | Date | Amount | | :--------------- | :------------- | | June 30, 2023 | $30,294 | | June 30, 2022 | $405,645 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) - DHC Acquisition Corp. is a blank check company formed to effect a business combination, with its wholly-owned subsidiary, Glory Merger Subsidiary Corp., created on July 22, 2022[14](index=14&type=chunk) - Shareholders approved an extension of the business combination period from March 4, 2023, to December 4, 2023. In connection with this, 26,298,498 Class A ordinary shares were redeemed for approximately **$268,585,000**[15](index=15&type=chunk)[33](index=33&type=chunk) - The Business Combination Agreement with With Purpose, Inc. (d/b/a GloriFi, Inc.) was terminated on January 26, 2023, due to GloriFi winding down its operations[30](index=30&type=chunk)[78](index=78&type=chunk) - As of June 30, 2023, the Company had **$30,294** in its operating bank account and a working capital deficit of **$6,026,818**, raising substantial doubt about its ability to continue as a going concern if a business combination is not consummated by December 4, 2023[31](index=31&type=chunk)[34](index=34&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules[35](index=35&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[37](index=37&type=chunk)[38](index=38&type=chunk) - Assets held in the Trust Account decreased significantly from **$313,913,217** (primarily U.S. Treasury Securities) at December 31, 2022, to **$48,590,022** (cash) at June 30, 2023[42](index=42&type=chunk) - A Trust Account receivable of **$32,565** remains from an overpayment to redeeming shareholders due to a clerical error, which the Company expects to fully recover[43](index=43&type=chunk) [NOTE 3. PUBLIC OFFERING](index=15&type=section&id=NOTE%203.%20PUBLIC%20OFFERING) - The Initial Public Offering (IPO) involved the sale of **30,000,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$300,000,000**[57](index=57&type=chunk) - Underwriters partially exercised their over-allotment option, resulting in an additional **945,072 Units** issued for **$9,450,720**[57](index=57&type=chunk) - An aggregate of **$309,450,720** from the IPO and over-allotment was deposited into the Trust Account[57](index=57&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=15&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) - The Sponsor purchased **6,000,000 Private Placement Warrants** at **$1.50 per warrant**, generating **$9,000,000**, and an additional **126,010 warrants** for **$189,015**[58](index=58&type=chunk) - Proceeds from Private Placement Warrants were added to the Trust Account; if no Business Combination, these warrants will expire worthless[58](index=58&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=16&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) - The Sponsor initially received **7,187,500 Class B ordinary shares** for **$25,000**, which was adjusted to **8,625,000 shares**, with **888,732 shares** subsequently forfeited[60](index=60&type=chunk) - The Company pays an affiliate of the Sponsor **$10,000 per month** for administrative services[62](index=62&type=chunk) - The Sponsor advanced **$300,000** to the Company in March and April 2023, which is non-interest bearing and payable on demand[64](index=64&type=chunk) - The Sponsor entered into Non-Redemption Agreements, agreeing to transfer **150,000 Class B ordinary shares** (fair value **$744,274**) to third parties who committed not to redeem **400,000 Class A ordinary shares**[66](index=66&type=chunk)[67](index=67&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=18&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) - Management is evaluating the impact of the COVID-19 pandemic and global conflicts (e.g., Russia-Ukraine) on the Company's financial position and ability to complete a Business Combination[68](index=68&type=chunk)[69](index=69&type=chunk) - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans are entitled to registration rights[70](index=70&type=chunk) - A deferred underwriting fee of **$10,830,775** is payable to underwriters only upon the completion of a Business Combination[73](index=73&type=chunk) - The Business Combination Agreement with GloriFi was terminated on January 26, 2023, due to GloriFi's decision to wind down operations[78](index=78&type=chunk) [NOTE 7. SHAREHOLDERS' DEFICIT](index=20&type=section&id=NOTE%207.%20SHAREHOLDERS'%20DEFICIT) - The Company is authorized to issue **5,000,000 preference shares**, but none were issued or outstanding as of June 30, 2023, and December 31, 2022[80](index=80&type=chunk) - As of June 30, 2023, **4,646,574 Class A ordinary shares** were subject to possible redemption, compared to **30,945,072 shares** at December 31, 2022[81](index=81&type=chunk) - There were **7,736,268 Class B ordinary shares** issued and outstanding, which convert to Class A shares on a one-for-one basis upon a Business Combination, subject to anti-dilution adjustments[82](index=82&type=chunk)[83](index=83&type=chunk) [NOTE 8. WARRANT LIABILITIES](index=21&type=section&id=NOTE%208.%20WARRANT%20LIABILITIES) - There were **10,315,024 Public Warrants** outstanding, exercisable on the later of one year from IPO closing or 30 days after a Business Combination, expiring five years after a Business Combination[85](index=85&type=chunk) - The Company may redeem Public Warrants at **$0.01 per warrant** if the Class A ordinary share price equals or exceeds **$18.00** for 20 trading days within a 30-day period[88](index=88&type=chunk) - The Company may also redeem outstanding warrants at **$0.10 per warrant** if the Class A ordinary share price equals or exceeds **$10.00** for 20 trading days within a 30-day period, with holders having a cashless exercise option[90](index=90&type=chunk) - There were **6,126,010 Private Placement Warrants** outstanding, which are identical to Public Warrants but are not transferable/assignable/salable until 30 days post-Business Combination and are non-redeemable if held by initial purchasers or permitted transferees[92](index=92&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENTS](index=22&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) - The Company classifies financial assets and liabilities using a fair value hierarchy (Level 1, 2, 3) based on the observability of inputs[93](index=93&type=chunk) Warrant Liabilities Fair Value (Level 2) | Liability | June 30, 2023 | December 31, 2022 | | :--------------------------------- | :------------ | :---------------- | | Public Warrants | $486,869 | $103,150 | | Private Placement Warrants | $289,148 | $61,260 | - Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes recognized in the statements of operations. Valuation methods include Monte Carlo Simulation and public market prices[97](index=97&type=chunk)[98](index=98&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=23&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) - The Company did not identify any subsequent events requiring adjustment or disclosure in the unaudited condensed consolidated financial statements up to the date of issuance[100](index=100&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Company's financial condition, operational results, business combination status, and liquidity challenges [Overview](index=24&type=section&id=Overview) - DHC Acquisition Corp. is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination[104](index=104&type=chunk) - The Business Combination Agreement with GloriFi was terminated on January 26, 2023, due to GloriFi's public announcement of winding down operations[104](index=104&type=chunk) - Shareholders approved an extension of the business combination period from March 4, 2023, to December 4, 2023. This was accompanied by redemptions of **26,298,498 Class A ordinary shares** for approximately **$269,585,000**, which could adversely impact the ability to consummate a business combination[105](index=105&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) - The Company has not generated any operating revenues to date and does not expect to until after the completion of a Business Combination[107](index=107&type=chunk) Net Income (Loss) Summary | Period | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Income (Loss) | $(256,335) | $2,768,684 | $1,821,734 | $5,599,330 | - Net income/loss is primarily influenced by operating and formation costs, changes in the fair value of warrant liabilities, and interest earned on cash and investments held in the Trust Account[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk)[111](index=111&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) - Initial funding included **$300,000,000** from the IPO, **$9,000,000** from Private Placement Warrants, and **$9,450,720** from the over-allotment option, totaling **$309,450,720** placed in the Trust Account[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) Cash Used in Operating Activities | Period | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :--------------------- | :--------------------------- | :--------------------------- | | Cash Used | $(482,314) | $(455,829) | - As of June 30, 2023, the Trust Account held **$48,590,022** in cash, significantly reduced by approximately **$268,585,000** in redemptions. The funds are now in an interest-bearing cash bank account[117](index=117&type=chunk) - Management has determined that the Company's current liquidity and the mandatory liquidation date of December 4, 2023, if a business combination is not consummated, raise substantial doubt about its ability to continue as a going concern[122](index=122&type=chunk)[123](index=123&type=chunk) [Off-Balance Sheet Arrangements](index=26&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of June 30, 2023[124](index=124&type=chunk) [Contractual Obligations](index=26&type=section&id=Contractual%20Obligations) - The Company has an agreement to pay an affiliate of its Sponsor **$10,000 per month** for administrative services until a Business Combination or liquidation[125](index=125&type=chunk) - A deferred underwriting fee of **$10,830,775** is payable to the underwriters only upon the completion of a Business Combination[126](index=126&type=chunk) [Critical Accounting Policies](index=26&type=section&id=Critical%20Accounting%20Policies) - Warrant liabilities are classified as liabilities at fair value and re-measured at each balance sheet date, with changes recognized in the statements of operations. Valuation uses Monte Carlo simulation or public market prices[128](index=128&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity at redemption value due to redemption rights outside the Company's control[129](index=129&type=chunk) - Net income (loss) per ordinary share is computed using the two-class method, excluding accretion associated with redeemable Class A ordinary shares[130](index=130&type=chunk) - The Company is assessing the impact of ASU 2020-06, effective January 1, 2024, which simplifies accounting for certain financial instruments[131](index=131&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, DHC Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk - The Company is not required to provide quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company[132](index=132&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) The Company's CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2023, primarily due to issues with review and approval procedures for quarterly financial statements. Management plans to enhance these procedures - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2023, specifically regarding review and approval procedures for quarterly financial statements[133](index=133&type=chunk) - Management intends to enhance review and approval procedures for quarterly financial statements through improved analyses by personnel and third-party professionals[133](index=133&type=chunk) - There were no material changes in internal control over financial reporting during the fiscal quarter ended June 30, 2023[134](index=134&type=chunk) [Part II. Other Information](index=28&type=section&id=Part%20II.%20Other%20Information) This part covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) DHC Acquisition Corp. reported no legal proceedings as of the filing date - The Company reported no legal proceedings[134](index=134&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the period ended December 31, 2022 - There have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the period ended December 31, 2022[135](index=135&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sales of equity securities, specifically Private Placement Warrants, and the use of proceeds from the Initial Public Offering and related transactions - The Initial Public Offering generated **$300,000,000** from the sale of **30,000,000 Units** at **$10.00 per unit**[136](index=136&type=chunk) - The Sponsor consummated the private placement of **6,000,000 Warrants** at **$1.50 per warrant**, generating **$9,000,000**, and an additional **126,010 Private Placement Warrants** for **$189,015**, under the Section 4(a)(2) exemption[137](index=137&type=chunk)[139](index=139&type=chunk) - An aggregate of **$309,450,720** from the IPO, over-allotment option, and Private Placement Warrants was placed in the Trust Account[140](index=140&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) DHC Acquisition Corp. reported no defaults upon senior securities - The Company reported no defaults upon senior securities[141](index=141&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) DHC Acquisition Corp. reported no mine safety disclosures - The Company reported no mine safety disclosures[141](index=141&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) DHC Acquisition Corp. reported no other information - The Company reported no other information[141](index=141&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, covering organizational documents, agreements, and certifications - Key exhibits include the Memorandum and Articles of Association, Amendment to the Amended and Restated Memorandum and Articles of Association, Form of Non-Redemption Agreements, and certifications from the Principal Executive Officer and Principal Financial Officer[143](index=143&type=chunk) - Inline XBRL documents (Instance, Schema, Calculation, Definition, Labels, Presentation Linkbase Documents, and Cover Page Interactive Data File) are filed as part of the report[143](index=143&type=chunk) [Part III. Signatures](index=30&type=section&id=Part%20III.%20Signatures) This part contains the required signatures for the Form 10-Q filing - The report was signed on August 14, 2023, by Christopher Gaertner, serving as both Co-Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) for DHC Acquisition Corp[145](index=145&type=chunk)

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].

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].

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].

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 ...

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 ...

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].

Financial Performance - For the three months ended September 30, 2021, the company reported a net income of $4,773,118, consisting of operating costs of $549,272 and a change in fair value of warrant liability of $5,322,390 [114]. - For the nine months ended September 30, 2021, the company had a net income of $2,719,696, with operating costs of $1,461,885 and a change in fair value of warrant liability of $4,767,900 [114]. - Cash used in operating activities for the nine months ended September 30, 2021, was $1,655,485, with net income affected by changes in fair value of warrant liability [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 [115]. - Following the Initial Public Offering and the sale of Private Placement Warrants, a total of $309,450,720 was placed in the Trust Account [117]. - The company incurred $17,501,346 in Initial Public Offering related costs, including $6,189,014 in underwriting fees [117]. Trust Account and Cash Management - As of September 30, 2021, the company had cash held in the Trust Account amounting to $309,450,720, which is intended to be used for completing a Business Combination [119]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence [121]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2021 [124]. - The company may need to obtain additional financing to complete a Business Combination or to address potential redemptions of Public Shares [123].

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 ...

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 ...