Revenue Generation and Market Potential - The company generated minimal revenue in 2022, primarily from beta testing discontinued products, with the first customer acquired in the healthcare industry in November 2023[28]. - The total addressable market for the generative AI industry is estimated to exceed $10 billion, projected to grow to $30 billion by 2030[39]. - The total addressable market (TAM) is projected to reach approximately $30 billion by 2028, with substantial opportunities for expansion into retail, hospitality, and other sectors[65]. - The healthcare vertical consists of over 145,000 organizations, with 25% of U.S. healthcare expenditure wasted on administrative complexity, highlighting significant market opportunities[59]. - The automotive industry has over 450,000 organizations globally, with a fragmented market that presents opportunities for the company's platform to address data disparity and slow technology adoption[61]. - The financial services sector includes over 227,000 organizations, with 54% of insurance companies having not upgraded their legacy systems, indicating a demand for modern solutions[62]. Product Development and Technology - The company completed the acquisition of DM Lab Co., LTD. in 2023, acquiring its first AI assistant prototype[26]. - The AI assistants are designed to enhance customer engagement in automotive and healthcare sectors, with specific use cases including service and sales assistants[41]. - The company’s AI assistants utilize proprietary natural language processing and anomaly detection to provide personalized customer experiences[25]. - The company aims to deploy AI assistants within a few days, significantly reducing the traditional deployment time of years[36]. - The company plans to offer products in three tiers based on integration levels and customer needs, enhancing customization and engagement[63]. Customer Engagement and Sales Strategy - The company aims to broaden its customer base by leveraging both direct sales and channel partners, with long-term agreements with industry leaders like AFG Companies, Inc. to streamline access to new customers[55]. - 94% of large companies anticipate integrating voice AI within the next two years, indicating a growing acceptance of AI technologies[40]. - Customer retention and subscription renewals are critical for revenue growth, with potential fluctuations due to various external factors[116]. - The company plans to invest significantly in sales and marketing initiatives to enhance customer support and drive revenue growth[131]. Financial Performance and Risks - The company incurred a net loss of approximately $11.7 million for the year ended December 31, 2023, resulting in an accumulated deficit of $13.3 million[94]. - The company anticipates that its operating expenses will increase substantially in the foreseeable future as it continues to enhance offerings and expand its customer base[94]. - The company expects to depend on a limited number of customers for a substantial portion of future revenues, which poses a risk if any significant customer is lost[95]. - The total addressable market for the company's products may be significantly smaller than estimated, impacting growth potential[96]. - The company believes its existing cash and cash equivalents will be insufficient to meet anticipated cash requirements for at least the next 12 months, necessitating additional financing[98]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which could affect the accuracy of financial statements[103]. - The company has a history of losses and may not achieve consistent profitability, which could adversely affect its financial condition[94]. - The company has identified significant deficiencies in internal control over financial reporting, which could lead to material misstatements in financial statements[107]. - Remediation efforts initiated in 2023 include hiring a Chief Financial Officer and engaging third-party professionals for complex accounting matters[108]. - As of the current date, material weaknesses and significant deficiencies have not been remediated, raising concerns about the reliability of financial reporting[109]. Competition and Market Position - The company faces intense competition and may lack sufficient resources to maintain or improve its competitive position[91]. - The company faces intense competition from established players with greater resources, which may impact its market position and growth rate[124]. - The company may need to invest in new technologies and products to remain competitive, which could divert management's attention and resources[91]. Regulatory and Legal Challenges - The regulatory environment for artificial intelligence is rapidly evolving, with potential compliance costs impacting the company's operations[75]. - The company may be involved in legal and regulatory inquiries, with unfavorable outcomes potentially impacting financial conditions and operational results[157]. - The increasing focus on AI technologies has led to regulatory restrictions that may impact the company's product and service offerings, potentially limiting customer access and negatively affecting financial results[155]. - Management faces challenges in adapting to changing regulatory requirements, which could harm the company's competitive position in the long term[156]. Cybersecurity and Data Privacy - Cybersecurity threats, including ransomware attacks, pose significant risks to the company's operations and sensitive data, with potential for reputational harm and financial loss[187]. - The company relies on third-party service providers for critical business systems, which may introduce additional cybersecurity vulnerabilities[197]. - The company is committed to enhancing its threat detection and mitigation processes to address evolving cybersecurity threats[191]. - The company is subject to stringent U.S. and foreign data privacy and security laws, which could lead to regulatory investigations, fines, and reputational harm if not complied with[200]. Intellectual Property - The company holds 21 issued patents and has 19 pending patent applications, indicating a strong focus on intellectual property development[72]. - The company faces risks related to intellectual property, including potential litigation costs and the impact of unauthorized use of proprietary technology[172]. - Unauthorized use of proprietary technology could adversely affect the company's competitive position and financial results[175]. Brand and Market Perception - The company emphasizes the importance of growing and enhancing its brand identity in the competitive conversational AI market, as failure to do so could adversely affect customer and investor relationships[136]. - The benefits of the company's products have not been substantiated through long-term trials, which could lead to customer dissatisfaction and harm to the brand if expectations are not met[144].

DHC Acquisition (NASDAQ:DHCA) stock is falling hard on Monday as the special purpose acquisition company (SPAC) closes in on its merger with Brand Engagement Network. The big news here is that investors in DHCA stock voted in favor of the SPAC merger with Brand Engagement Network during an extraordinary general meeting last week. That news puts DHC Acquisition one step closer to completing its SPAC merger with Brand Engagement Network. This has the companies preparing a filing with the Securities and Exchan ...

Business Combination Details - The Business Combination between DHC Acquisition Corp and Brand Engagement Network Inc. is set to result in the issuance of approximately 25,641,300 shares of New BEN Common Stock at a deemed value of $10.00 per share[7]. - Following the Business Combination, BEN stockholders will own 67.4% of the combined entity, while DHC's public shareholders will hold 1.6%[13]. - The Business Combination is expected to be accounted for as a reverse recapitalization, treating DHC as the acquired company for financial reporting purposes[8]. - The Business Combination is contingent upon the consummation of various agreements, including the Reseller Agreement and Subscription Agreement[10]. - The business combination will be accounted for as a reverse recapitalization, with DHC treated as the acquired company[21]. - The company disbursed $20.8 million to redeem 1,921,922 shares of DHC Class A Shares at a redemption price of $10.80 per share[30]. - The business combination resulted in the issuance of 25,641,300 shares of New BEN Common Stock to holders of BEN Common Stock[30]. - The historical accumulated deficit of DHC was eliminated, amounting to $8.7 million, concurrent with the closing of the business combination[30]. - The company reclassified $1.3 million of DHC Class A Shares subject to possible redemption from temporary equity into permanent equity[30]. - The company issued 200,000 shares of New BEN Common Stock to settle $2.0 million of DHC transaction expenses incurred at closing[30]. - The company reflected a write-off of DHC's deferred underwriting fee payable of $0.4 million[30]. - The company reclassified $1.4 million of deferred financing costs to additional paid-in capital as a result of the business combination[30]. Financial Performance - Pro forma combined revenues for the year ended December 31, 2023, are $35,210, with a gross profit of $35,210[20]. - Total expenses for the pro forma combined operations are $21,339,764, resulting in a net operating loss of $21,304,554[20]. - The net income (loss) for the pro forma combined entity is $(21,171,372) for the year ended December 31, 2023[20]. - Pro forma net loss for the year ended December 31, 2023, was $21.17 million, resulting in a basic and diluted net loss per share of $0.63[29]. - The total stockholders' equity (deficit) is reported at $9,980,718[18]. - Total current assets amount to $8,652,005, with cash and cash equivalents at $8,436,045[18]. - Total liabilities amount to $17,372,815, with current liabilities at $15,875,321[18]. Pro Forma Adjustments and Estimates - The pro forma combined balance sheet as of December 31, 2023 will reflect the historical cost of DHC's net assets with no goodwill recorded[8]. - The unaudited pro forma financial information does not account for anticipated synergies or cost savings post-Business Combination[12]. - The pro forma adjustments are based on management's estimates and are subject to change as additional information becomes available[12]. - Management has made significant estimates and assumptions in determining pro forma adjustments, which may differ materially from final amounts[24]. - The weighted-average shares outstanding for basic and diluted calculations were 33,713,099[29]. - Pro forma net loss per share is calculated based on the weighted average shares outstanding, reflecting the business combination as if it occurred on January 1, 2023[28]. Agreements and Contributions - BEN has entered into a Reseller Agreement with AFG, which includes issuing shares valued at $17,500,000 and a cash contribution of $6,500,000 from AFG[10]. - AFG purchased 456,621 shares of BEN Common Stock at $2.19 per share for approximately $1.0 million, and Genuine Lifetime LLC purchased 1,826,484 shares for approximately $4.0 million[10]. - The company accrued an additional $4.7 million for estimated direct and incremental transaction costs related to the business combination[30]. - The company anticipates one-time direct and incremental transaction costs to be reflected as a reduction in additional paid-in capital[25].

JACKSON, Wyo. & SOUTHLAKE, Texas--(BUSINESS WIRE)--Brand Engagement Network Inc. (“BEN”), an emerging provider of personalized customer engagement AI, and DHC Acquisition Corp. (Nasdaq: DHCA) (“DHC”), a special purpose acquisition company (“SPAC”) led by veteran technology investors (“Sponsors”), today announced that DHC shareholders voted to approve the previously announced business combination between DHC and BEN at the extraordinary general meeting of DHC’s shareholders held on March 5, 2024 (the “Extrao ...

JACKSON, Wyo.--(BUSINESS WIRE)--Brand Engagement Network (“BEN”), an emerging provider of personalized customer engagement AI technology and human-like AI avatars, today announced the appointment of Janine Grasso to its Board of Directors, effective on the closing of its previously announced business combination with DHC Acquisition Corp. Grasso is a seasoned business executive with more than 20 years in the technology industry. She specializes in helping brands with organic and inorganic growth by leveragi ...

JACKSON, Wyo.--(BUSINESS WIRE)--Brand Engagement Network (BEN), an emerging provider of personalized customer engagement AI, and MedAdvisor Solutions (ASX: MDR), a global leader of pharmacy-driven patient engagement solutions, today announced a pilot partnership that will bring BEN’s AI assistants to certain pharmacies to help enhance patient outcomes. This partnership hopes to address today’s challenge where traditional chatbots have limited conversational skills, base knowledge of pharmaceutical produc ...

JACKSON, Wyo.--(BUSINESS WIRE)--Brand Engagement Network (“BEN”), an emerging provider of personalized customer engagement AI technology and human-like AI avatars, today announced that it intends to appoint Jon Leibowitz as an independent board member in connection with the consummation of its business combination. As former chairman of the United States Federal Trade Commission (“FTC”), Leibowitz has a deep understanding of consumer protection policies and a history of regulating technologies that directly ...

JACKSON, Wyo.--(BUSINESS WIRE)--Brand Engagement Network (“BEN”), an emerging provider of personalized customer engagement AI, today announced new BEN Auto use cases, designed specifically to solve pressing industry challenges in the automotive space. In partnership with channel partner and BEN investor, AFG Companies, Inc. (“AFG”), the use cases leverage BEN’s human-like AI Assistants as multimodal conversational resources tailored for unique purposes that assist customers as well as augment and enhance pr ...

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, 2023 ☐ 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 ...

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, 2023 ☐ 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 ...