Brand Engagement Network, Inc. (BEN) executed a non-binding term sheet to acquire DHC Acquisition Corp. (NasdaqCM:DHCA) from a group of shareholders in a reverse merger transaction on April 25, 2023. Brand Engagement Network, Inc. (BEN) entered into a definitive business combination agreement to acquire DHC Acquisition Corp. from a group of shareholders in a reverse merger transaction for approximately $280 million on September 7, 2023. At the effective time of the merger, each share of BEN Common Stock issued and outstanding will be canceled and converted into the right to receive a number of shares of New BEN Common Stock based on exchange ratio. BEN stockholders are expected to own 23,474,328 shares in the combined entity, including 736,193 shares of New BEN Common Stock based on an estimated Exchange Ratio of 0.2712 pursuant to the Business Combination agreement. The transaction values BEN at a pro-forma enterprise value and pro-forma equity value of approximately $358 million and $398 million, respectively. The deal implies a pre-money equity value of $250 million for BEN. Existing BEN shareholders are expected to roll 100% of their equity and will own ~63% of the fully diluted shares of the Combined Company. In connection with the consummation of the Business Combination, DHC will be renamed ?Brand Engagement Network Inc.? The transaction is expected to result in the combined company being listed on Nasdaq under the symbol ?BNAI?.

The closing of the transaction is subject to the written consent, constituting the approval, by the requisite consent of the stockholders of BEN; approval by the requisite affirmative vote of the shareholders of DHC; all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, will have been completed and any applicable waiting period will have expired or been terminated; approval of all applicable governmental authorities; the Registration Statement will have been declared effective under the Securities Act, DHC will have at least $5,000,001 of net tangible assets following the exercise of DHC shareholders? redemption rights ; the Domestication will have been completed; each of the Reseller Agreement and the Subscription Agreement will be in full force and effect; the shares of BEN Common Stock to be issued pursuant to the Business Combination Agreement will have been approved for listing on Nasdaq and other customary closing conditions. The transaction has been approved unanimously by the Boards of Directors of both BEN and DHC. Both BEN and DHC Board recommended that their respective shareholders approve the agreement. As of February 15, 2024, the Securities and Exchange Commission (?SEC?) declared effective the Registration Statement on Form S-4. On March 5, 2024, extraordinary general meeting of DHC?s shareholders was held at which DHC shareholders voted to approve the previously announced business combination between DHC and BEN. The deal is expected to close in the first quarter of 2024.

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 to DHC. Matthew J. McDonald and William W. Matthews, III of Klehr Harrison Harvey Branzburg LLP and Matt Fry, Gregory Huh and David McCombs of Haynes & Boone, LLP are acting as legal counsel to BEN. Yvan-Claude Pierre, Kevin Cooper, Peter Byrne, Len Jacoby, Steve Flores, Ross Eberly, Stephanie Gentile, Adam Ruttenberg, Michael Klein, Sean Ruff, Mark Windfeld-Hansen, Robert Eisenbach, Brian Hopkins and Sharon Connaughton of Cooley LLP acted as legal counsels and due diligence advisors to DHC. Evora Partners LLC is acting as advisor to DHC. Houlihan Capital, LLC acted as financial advisor to DHC and rendered the fairness opinion to DHC Board and Continental Stock Transfer & Trust Company acted as transfer agent for DHC securities. Morrow Sodali LLC acted as proxy solicitor to DHC for a fee of $27,500, plus disbursements. The engagement letter with Houlihan Capital provided for a non-contingent fee of $200,000, of which $100,000 was paid upon execution of the engagement letter, and the remaining $100,000 will become payable upon the effectiveness of the Registration Statement.

Brand Engagement Network, Inc. (BEN) completed the acquisition of DHC Acquisition Corp. (NasdaqCM:DHCA) from a group of shareholders in a reverse merger transaction on March 14, 2024.