DHC Acquisition Corp. to merge with Brand Engagement Network; AFG invests $6.5M plus up to $26M

Brand Engagement Network Inc.

DHC SPAC will domesticate to Delaware and rename to Brand Engagement Network Inc., merging with BEN.
AFG receives 1.75M shares and 3.75M earnout warrants ($10 strike); AFG investors subscribe for $6.5M initial and up to $26M in installments at $2.11 floor.
BEN stockholders subject to 12-month lock-up, or earlier if share price exceeds $18 for 20 of 30 trading days.
Closing requires ≥$5M net tangible assets post-redemption; HSR clearance, SEC S-4 effectiveness, and shareholder approvals.
Business combination must close by Dec 4, 2023, with possible automatic extensions; Key BEN holders sign support agreement.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Brand Engagement Network Inc. entered into Business Combination Agreement with DHC Acquisition Corp. valued at Business Combination Agreement entered into on September 7, 2023 among DHC Acquisition Corp., BEN Me (effective 2023-09-07).

Action: entry
Agreement: merger
Counterparty: DHC Acquisition Corp.
Value: Business Combination Agreement entered into on September 7, 2023 among DHC Acquisition Corp., BEN Me
Effective: 2023-09-07

Exact text from the filing

On September 7, 2023, DHC Acquisition Corp., a Cayman Islands exempted company ("DHC"), BEN Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of DHC ("Merger Sub"), and Brand Engagement Network Inc., a Wyoming corporation ("BEN"), and, solely with respect to Section 7.21 and Section 9.03 of the Business Combination Agreement (as defined below), DHC Sponsor LLC, a Delaware limited liability company (the "Sponsor"), entered into a business combination agreement and plan of reorganization (the "Business Combination Agreement"), pursuant to which Merger Sub will merge with and into BEN (the "Merger," and together with the other transactions related thereto, the "Transactions"), with BEN surviving the Merger as a direct wholly owned subsidiary of DHC.

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Brand Engagement Network Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-230794

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