Item 1.01. Entry into a Material Definitive Agreement.

On March 1, 2021, the Registration Statement on Form S-1 (File No. 333-252891) (the "Registration Statement") relating to the initial public offering (the "IPO") of DHC Acquisition Corp. (the "Company") was declared effective by the U.S. Securities and Exchange Commission. On March 4, 2021 the Company consummated the IPO of 30,000,000 units. On March 5, the Company consummated a partial exercise by the underwriters of the IPO of their over-allotment option for 945,072 units (together with the units offered and sold in the IPO, the "Units"). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the "Ordinary Shares"), and one-thirdof one redeemable warrant (the "Public Warrants"), each whole Public Warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $309,450,720. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:





    •     an Underwriting Agreement, dated March 1, 2021, between the Company and
          Citigroup Global Markets Inc., as representative of the underwriters
          named in Schedule I therein, which contains customary representations and
          warranties and indemnification of the underwriter by the Company;




    •     a Private Placement Warrants Purchase Agreement, dated March 1, 2021,
          between the Company and DHC Sponsor, LLC (the "Sponsor"), pursuant to
          which the Sponsor purchased 6,126,010 private placement warrants, each
          exercisable to purchase one Ordinary Share at $11.50 per share, subject
          to adjustment, at a price of $1.50 per warrant (the "Private Placement
          Warrants" and, together with the Public Warrants, the "Warrants");




    •     a Warrant Agreement, dated March 4, 2021, between the Company and
          Continental Stock Transfer & Trust Company, as warrant agent (the
          "Warrant Agreement"), which sets forth the expiration and exercise price
          of and procedure for exercising the Warrants; certain adjustment features
          of the terms of exercise; provisions relating to redemption and cashless
          exercise of the Warrants; certain registration rights of the holders of
          Warrants; provision for amendments to the Warrant Agreement; and
          indemnification of the warrant agent by the Company under the agreement;




    •     an Investment Management Trust Agreement, dated March 4, 2021, between
          the Company and Continental Stock Transfer & Trust Company, as trustee,
          which establishes the trust account that will hold the net proceeds of
          the IPO and certain of the proceeds of the sale of the Private Placement
          Warrants, and sets forth the responsibilities of the trustee; the
          procedures for withdrawal and direction of funds from the trust account;
          and indemnification of the trustee by the Company under the agreement;




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    •     a Registration Rights Agreement, dated March 4, 2021, among the Company,
          the Sponsor and certain equityholders of the Company, which provides for
          customary demand and piggy-back registration rights for the Sponsor, and
          customary piggy-back registration rights for such other equityholders, as
          well as certain transfer restrictions applicable to the Sponsor with
          respect to the Company's securities;




    •     Letter Agreement, dated March 4, 2021, among the Company, the Sponsor and
          each executive officer and director of the Company, pursuant to which the
          Sponsor and each executive officer and director of the Company has agreed
          to vote any Ordinary Share held by him, her or it in favor of the
          Company's initial business combination; to facilitate the liquidation and
          winding up of the Company if an initial business combination is not
          consummated within 24 months; to certain transfer restrictions with
          respect to the Company's securities; to certain indemnification
          obligations of the Sponsor; and the Company has agreed not to enter into
          a definitive agreement regarding an initial business combination without
          the prior consent of the Sponsor;




    •     an Administrative Services Agreement, dated March 4, 2021, between the
          Company and the Sponsor, pursuant to which the Sponsor has agreed to make
          available office space, secretarial and administrative services, as may
          be required by the Company from time to time, for $10,000 per month until
          the earlier of the Company's initial business combination or liquidation;
          and




    •     an Indemnity Agreement, dated March 4, 2021, between the Company and each
          of the officers and directors of the Company, pursuant to which the
          Company has agreed to indemnify each officer and director of the Company
          against certain claims that may arise in their roles as officers and
          directors of the Company.

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $9,000,000. On March 5, 2021, simultaneous with the consummation of the partial exercise by the underwriters of the IPO of their over-allotment option, the Company consummated the private placement of 126,010 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating additional total proceeds of $189,014. The Private Placement Warrants, which were purchased by the Sponsor, are substantially similar to the Public Warrants, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption (except in certain circumstances when the Public Warrants are called for redemption and a certain price per Ordinary Share threshold is met) and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to and are governed by the Warrant Agreement.

Item 5.03. Amendments to Memorandum and Articles of Association.

On March 3, 2021 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

1.1 Underwriting Agreement between the Company and Citigroup Global Markets


     Inc.

3.1 Amended and Restated Memorandum and Articles of Association

4.1 Warrant Agreement between Continental Stock Transfer & Trust Company and


     the Company




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10.1 Private Placement Warrants Purchase Agreement between the Company and the


     Sponsor

10.2 Investment Management Trust Account Agreement between Continental Stock

Transfer & Trust Company and the Company

10.3 Registration Rights Agreement among the Company, the Sponsor and certain


     other equityholders named therein

10.4 Letter Agreement among the Company, the Sponsor and the Company's officers


     and directors




10.5   Administrative Services Agreement between the Company and the Sponsor




10.6   Indemnity Agreement among the Company and the Company's officers and

     directors




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