Brand Engagement Network (“BEN”), an emerging provider of
personalized customer engagement AI, announced that on February 14,
2024, the Securities and Exchange Commission (“SEC”) declared
effective the Registration Statement on Form S-4 (“Registration
Statement”) in connection with its proposed business combination
(the “Business Combination”) with DHC Acquisition Corp. (Nasdaq:
DHCA) (“DHC”), a special purpose acquisition company (“SPAC”) led
by veteran technology investors (“Sponsors”). The Registration
Statement provides important information about BEN, DHC, and the
Business Combination.
DHC also announced it has established a record date of February
13, 2024 and a meeting date of March 5, 2024 for its extraordinary
general meeting (the “Meeting”) to vote on proposals relating to
the Business Combination with BEN. Accordingly, DHC has filed its
definitive proxy statement relating to the Meeting with the SEC,
and has commenced mailing the definitive proxy statement/prospectus
(the “Proxy Statement”) to its shareholders as of the record date.
The Business Combination is expected to close shortly after the
Meeting, subject to shareholder approvals and satisfaction of other
customary closing conditions. Upon closing, the combined company is
expected to list on Nasdaq with its common stock trading under the
new ticker symbol, “BNAI”.
“We are pleased to have reached this important milestone on our
journey to becoming a public company,” said BEN CEO Michael
Zacharski. “We believe this transaction will enable us to advance
our mission of creating premier human-like conversational AI
assistants for businesses and professionals designed to provide
improved customer experiences, drive productivity and
performance.”
“We believe BEN’s powerful AI assistants will empower businesses
to elevate customer experiences, optimize cost management and
supercharge operational efficiency,” said DHC Co-CEO and CFO Chris
Gaertner. “We encourage our fellow DHC shareholders to support this
business combination.”
BEN’s management team, led by CEO and Michael Zacharski, Global
President Paul Chang and CFO Bill Williams, will continue to lead
the public company following the Business Combination.
Meeting Details
The extraordinary general meeting will be held in a virtual
format at 10:00 am Eastern Time on March 5, 2024 and will be
accessible by visiting
https://www.cstproxy.com/dhcacquisition/2024.
DHC shareholders are encouraged to attend the meeting virtually
via live webcast. To register and receive access to the virtual
meeting, registered shareholders and beneficial shareholders (those
holding shares through a stock brokerage account or by a bank or
other holder of record) will need to follow the instructions
applicable to them provided in the proxy statement and on their
proxy card.
The DHC board of directors recommends all shareholders vote
“FOR” ALL PROPOSALS in advance of the meeting via the Internet or
by signing, dating and returning the proxy card upon receipt by
following the easy instructions on the proxy card.
About 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. The backbone of BEN’s success is a rich
portfolio of conversational AI applications that drive better
customer experience, increased automation and operational
efficiencies. BEN seeks to partner with companies with
complementary capabilities and networks to enable meaningful
business outcomes.
For more information about BEN, please visit:
https://beninc.ai/
About DHC Acquisition Corp.
DHC Acquisition Corp. (Nasdaq: DHCA) is a special purpose
acquisition company (SPAC) focused on partnering with an innovative
technology company. DHC’s mission is to invest in companies which
are charting the future of how humans and business interact at the
last mile, spanning enterprise infrastructure, industrial IoT,
automation, retail and E-commerce infrastructure, automotive, and
aerospace. We endeavour to enable the applications of innovative
technology and business models which bring goods, people, or
information to its final destination.
DHC’s approach to business is based on teamwork, integrity and
quiet professionalism, qualities we learned during our extensive
training in the military. We bring our unique hybrid experience and
our values into the corporate world, building high performing teams
in a range of specialized industries: technology, consumer,
aviation, defense, automotive, investment banking, capital markets,
and asset management. Our collective experience includes: >25
years as CEOs of public companies, 8 companies founded, 13
companies acquired, and >55 years in military leadership.
Important Information About the Business Combination and
Where to Find It
In connection with the BEN’s announcement of its intent to go
public via a merger with DHC Acquisition Corp. (“DHC”) (the
“Business Combination”), DHC has filed a registration statement on
Form S-4 (the “Form S-4”) with the Securities and Exchange
Commission (“SEC”), which was declared effective by the SEC on
February 14, 2024. DHC has mailed the Proxy Statement and other
relevant documents to shareholders of DHC as of the record date
established for voting on the Business Combination. DHC’s
shareholders and other interested persons are advised to read the
Proxy Statement and any amendments thereto and documents
incorporated by reference therein filed in connection with the
Business Combination, as these materials contain important
information about DHC, BEN and the Business Combination. INVESTORS
ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT DHC, BEN AND THE BUSINESS COMBINATION.
Shareholders can also obtain copies of the Proxy Statement, and
other documents filed with the SEC that will be incorporated by
reference therein, without charge, at the SEC’s website at
www.sec.gov, or by directing a request to: DHC Acquisition Corp.,
1900 West Kirkwood Blvd, Suite 1400B, Southlake, TX 76092 or by
emailing chris@integrity.partners.
Participants in the Solicitation
DHC, BEN and certain of their directors and executive officers
may be deemed participants in the solicitation of proxies from
DHC’s shareholders with respect to the Business Combination. A list
of the names of those directors and executive officers and a
description of their interests in the Business Combination has been
set forth in the Form S-4. Certain information regarding the
directors and executive officers of DHC is contained in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2022.
These documents can be obtained free of charge from the sources
indicated above.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 that are not
historical facts, and involve risks and uncertainties that could
cause actual results of DHC and BEN to differ materially from those
expected and projected. These forward-looking statements can be
identified by the use of forward-looking terminology, including the
words “believes,” “estimates,” “anticipates,” “expects,” “intends,”
“plans,” “may,” “will,” “potential,” “projects,” “predicts,”
“continue,” or “should,” or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include, without limitation, statements regarding DHC’s
and BEN’s ability to complete the Business Combination on the terms
and timeline set forth in the Proxy Statement or at all.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside DHC’s control and are difficult to predict. Factors that
may cause such differences include, but are not limited to: the
inability of the Parties to successfully or timely consummate the
Business Combination; the risk that the Business Combination may
not be completed by DHC’s business combination deadline and the
potential failure to obtain an extension of the Business
Combination deadline by DHC; failure to realize the anticipated
benefits of the Business Combination; risks relating to the
uncertainty of the projected financial information with respect to
BEN; the occurrence of any event, change or other circumstance that
could give rise to the termination of the definitive transaction
agreement; BEN’s history of operating losses; BEN’s need for
additional capital to support its present business plan and
anticipated growth; technological changes in BEN’s market; the
value and enforceability of BEN’s intellectual property
protections; BEN’s ability to protect its intellectual property;
BEN’s material weaknesses in financial reporting; and BEN’s ability
to navigate complex regulatory requirements; the ability to
maintain the listing of DHC’s securities on a national securities
exchange; the ability to implement business plans, forecasts, and
other expectations after the completion of the Business
Combination; the effects of competition on BEN’s business; the
risks of operating and effectively managing growth in evolving and
uncertain macroeconomic conditions, such as high inflation and
recessionary environments; and continuing risks relating to the
COVID 19 pandemic. The foregoing list of factors is not
exhaustive.
DHC and BEN caution that the foregoing list of factors is not
exclusive. DHC and BEN caution readers not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. None of BEN nor DHC undertakes nor accepts any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based. Further
information about factors that could materially affect DHC,
including its results of operations and financial condition, is set
forth under “Risk Factors” in Part I, Item 1A of DHC’s Annual
Report on Form 10-K for the fiscal year ended December 31,
2022.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities of BEN or DHC or a
solicitation of any vote or approval. No offer of securities shall
be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240215667077/en/
BEN
Investors: Ryan Flanagan, ICR
ryan.flanagan@icrinc.com
Media: Dan Brennan, ICR dan.brennan@icrinc.com
DHC Acquisition (NASDAQ:DHCA)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
DHC Acquisition (NASDAQ:DHCA)
Gráfica de Acción Histórica
De May 2023 a May 2024