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 ...

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 March 31, 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 ...