DHC Acquisition Corp. *

PROPOSED BUSINESS COMBINATION: Brand Engagement Network

ENTERPRISE VALUE: $358 million

ANTICIPATED SYMBOL: BNAI

DHC Acquisition Corp. entered into a definitive business combination agreement with Brand Engagement Network (“BEN”)

• BEN (Brand Engagement Network) is a leading provider of conversational AI technology and human-like AI avatars headquartered in Jackson, WY.
• BEN delivers highly personalized, multi-modal (text, voice, and vision) AI engagement, with a focus on industries where there is a massive workforce gap and an opportunity to transform how consumers engage with networks, providers, and brands.
• Powered by a proprietary large language model developed based on years of research and development from leading experts in AI and advanced security methodologies, BEN seeks to partner with companies with complementary capabilities and networks to enable meaningful business outcomes.

EXTENSION – 12/7/23 – LINK

• The SPAC approved the extension from December 4, 2023 to May 4, 2024.
  • 2,589,121 shares were redeemed at the meeting for $10.67
  • No contribution will be made into the trust account.

TRANSACTION

• The deal implies a pre-money equity value of $250 million for BEN.
• Upon closing of the transaction, and assuming no stockholders of DHC redeem their shares, BEN is estimated to have $40 million in pro forma cash on balance sheet, consisting of $7 million in anticipated new financing proceeds and $49 million in existing cash (as of 6/30/2023), less $15 million in transaction fees.
• Existing BEN shareholders are expected to roll 100% of their equity, and will own ~63% of the fully diluted shares of the Combined Company.
• The transaction has been approved unanimously by the Boards of Directors of both BEN and DHC and is expected to close in the first quarter of 2024.

SPAC FUNDING

• Subscription Agreement:
  • BEN, AFG and certain affiliates of AFG (collectively, the “AFG Investors”) entered into a subscription agreement providing for:
    • (i) the purchase of shares of BEN Common Stock in a private placement by the AFG Investors as of immediately prior to the Effective Time, which at the Effective Time will convert into a right to receive 650,000 shares of New BEN Common Stock with an aggregate initial value of $6.5 million (the “Initial Subscription Shares”) and
    • (ii) the purchase of shares of New BEN Common Stock in four installments with an aggregate purchase price of $26.0 million, at a purchase price per share prior to the installment purchase date that is the lesser of $10.00 or the prevailing market price of New BEN Common Stock based upon a 20 day VWAP in any 30 day trading period, subject to a floor price of $2.11.

LOCK-UP

• Company:
  • The Company agreed not to sell nor transfer any shares held by such person until the earlier of:
    • (i) the 12 month anniversary of the Closing Date, or
    • (ii) the date on which the last reported sale price of shares of New BEN Common Stock equals or exceeds $18.00 per share for 20 of any 30 consecutive trading days commencing 90 days after the Closing Date.
• Sponsor:
  • The Sponsor agreed not to sell nor transfer any shares held by such person until the earlier of:
    • (i) the 12 month anniversary of the Closing Date, or
    • (ii) the date on which the last reported sale price of shares of New BEN Common Stock equals or exceeds $12.00 per share for 20 of any 30 consecutive trading days commencing 150 days after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

• DHC shareholder approval

NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement may be terminated by either DHC or BEN if the Effective Time does not occur prior to December 4, 2023 (the “Outside Date“).

ADVISORS

• BEN Advisors:
  • Klehr Harrison Harvey Branzburg LLP and Haynes & Boone, LLP are acting as legal counsel
• DHC Advisors:
  • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), is serving as exclusive financial advisor and lead capital markets advisor
  • Cooley LLP is acting as legal counsel
  • Evora Partners LLC is acting as advisor

MISCELLANEOUS

• Reseller Agreement:
  • BEN and AFG Companies, Inc., an automotive finance and insurance company (“AFG”), entered into an exclusive reseller agreement providing for AFG to act as BEN’s exclusive reseller of certain BEN products in a designated territory on certain terms and conditions.
  • As partial consideration to AFG for such services to BEN:
    • (i) BEN will issue a number of shares of BEN Common Stock to AFG, which, at the Effective Time, will convert into 1,750,000 shares of New BEN Common Stock (the “Reseller Shares”) and
    • (ii) BEN will issue to AFG, at the Effective Time, a non-transferable warrant to purchase up to 3,750,000 shares of New BEN Common Stock at a price of $10.00 per share, with AFG’s right to exercise such warrant vesting based upon revenues earned from the sales of BEN products paid by AFG to BEN pursuant to the Reseller Agreement.

The below-announced combination was terminated on 11/22/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: GloriFi, Inc.

ENTERPRISE VALUE: $1.7 billion

ANTICIPATED SYMBOL: GLRI

DHC Acquisition Corp. proposes to combine with GloriFi, Inc.

GloriFi is a pro-freedom, pro-America, pro-capitalism technology company that will soon offer best-in-class financial services such as credit cards, insurance, mortgages, brokerage, and banking products, empowering members to put their money where their values are and preserve the Country they believe in. Members will soon be able to download a state-of-the-art financial lifestyle app offering personalized news, weather, market data, and insights to help them navigate their finances and make better financial decisions amidst a challenging economy.

EXTENSION – 3/9/23 – LINK

• The SPAC approved the extension from March 4, 2023 to December 4, 2023
  • 26,298,498 shares were redeemed at the meeting
  • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 3/1/23 – LINK

• The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 400,000 shares
  • The Sponsor will transfer 150,000 shares to the non-redeeming shareholders

TRANSACTION

• The transaction values the combined company at a pro forma enterprise value of approximately $1.7 billion
• The transaction is expected to provide up to approximately $279 million, assuming no redemptions by holders of DHC’s Class A common shares

PIPE

• There is no PIPE for this transaction at this time.

EARNOUT

Company

• 40,000,000 Earnout Shares over a seven year period after Closing Date
  • 1/2 will be released when the share price is greater than or equal to $15.00 for a 20/30-trading days
  • 1/4 will be released when the share price is greater than or equal to $17.50 for a 20/30-trading days
  • 1/4 will be released when the share price is greater than or equal to $20.00 for a 20/30-trading days

LOCK-UP

Company

• 180 days from the Closing Date or the data which the share price exceeds $12.50 for any 20/30 trading days

Sponsor

• 360 days from the Closing Date or the data which the share price exceeds $12.50 for any 20/30 trading days at least 150 days after the Closing

NOTABLE CONDITIONS TO CLOSING

• The consummation of one or more financing transactions by GloriFi resulting in GloriFi’s receipt of unencumbered cash proceeds of at least $60,000,000
• The completion of a bank acquisition by an affiliate of GloriFi and the entry into a Marketing Program Framework Agreement by GloriFi with such affiliate or GloriFi having entered into an agreement with one or more state, or federally, charted financial institutions in a form reasonably acceptable to DHC
• The minimum amount of cash that can be left in DHC trust account cannot be less than $30M

NOTABLE CONDITIONS TO TERMINATION

• By either DHC or GloriFi if the Effective Time has not occurred by March 4, 2023, so long as the failure of a condition not to be satisfied by such date is not principally caused by a breach by such party
• By either DHC or GloriFi if any governmental order prohibiting the transaction has become final and non-appealable
• By DHC if GloriFi has not consummated financing transactions resulting in the receipt of at least $60,000,000 in unencumbered cash proceeds by GloriFi prior to September 30, 2022.

ADVISORS

• Winston & Strawn LLP is serving as legal counsel to GloriFi

MANAGEMENT & BOARD

Executive Officers

Christopher Gaertner, 58
Co-Chief Executive Officer, Chief Financial Officer & Director

Christopher Gaertner and a director of the company, is the Vice Chairman and Global Head of Technology Investment Banking at Rothschild & Co., a large investment bank, which he joined in May 2017. Previously, Mr. Gaertner was the Global Head of Corporate Finance Technology Investment Banking at Credit Suisse, a large investment bank, from 2012 to May 2017. Prior to that, he was the Global Head of Technology Investment Banking at Bank of America Merrill Lynch, a large investment bank, from 2005 to 2012. Mr. Gaertner received his B.S. from the United States Military Academy and his MBA from the Wharton School, University of Pennsylvania. He also received his MSEE from Columbia University, and he is a CFA charterholder.

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Thomas Morgan, Jr., 59
Co-Chief Executive Officer

Thomas Morgan, Jr. is the founder and Chief Executive Officer of Corps Capital Advisors LLC, an investment advisory firm, which he founded in July 2019. Previously, Mr. Morgan, Jr. served as a Managing Director at Morgan Stanley, a large investment bank, from 2009 to July 2019. Mr. Morgan received his B.S. from the United States Military Academy and his MBA from Harvard University.

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Board of Directors

Joseph DePinto, 58
Director Nominee

Mr. DePinto is the Chairman of the board of directors of Brinker International (NYSE: EAT), a multinational hospitality company, serving in this position since November 2013. He is President and Chief Executive Officer of 7-Eleven, Inc., a large multi-unit retail company, serving in this position since December 2005. Mr. DePinto currently serves on the board of directors of 7-Eleven, Inc. and 7 & i Holdings Co., Ltd. He also serves on the Boards of the Business Executives for National Security, the National Association of Convenience Stores, the UT Southwestern Medical Foundation and the Johnny Mac Soldiers Fund. Mr. DePinto received his B.S. from the United States Military Academy and his MBA from Kellogg School of Management.

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Richard Dauch, 60
Director Nominee

Mr. Dauch is the former Chief Executive Officer of Delphi Technologies plc, a large multi-national auto parts company, serving in this position from January 2019 to October 2020. Mr. Dauch is a Special Advisor to BorgWarner, Inc. (NYSE: BWA), an automobile parts manufacturer, and has served in this role since October 2020. Mr. Dauch is a director of The SHYFT Group, Inc. (Nasdaq: SHYF), a specialty vehicle manufacturer, and has served in this capacity since 2010. Previously, Mr. Dauch served as President and Chief Executive Officer of Accuride Corporation (NYSE: ACW), a global automotive and commercial vehicle supplier from February 2011 to January 2019. Mr. Dauch received his B.S. from the United States Military Academy and his MSEM from the Massachusetts Institute of Technology.

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Kathleen Hildreth, 59
Director Nominee

Ms. Hildreth is the Managing Director & Principal of M1 Support Services, L.P., a large government contractor focusing on military aircraft, which she co-founded in 2003. Prior to founding M1 Support Services, L.P., from 2001 to 2003 Ms. Hildreth served as Vice President Business Development for DynCorp International, a large military contractor. Ms. Hildreth received her B.S. from the United States Military Academy and her M.Ed. from Georgia Southern University.

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