Brand Engagement Network, Inc. (BEN) entered into a definitive business combination agreement to acquire DHC Acquisition Corp. (NasdaqCM:DHCA) in a reverse merger transaction for approximately $250 million on September 7, 2023. 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. Transaction is expected to result in the combined company being listed on Nasdaq under the symbol ?BNAI?. The transaction, which has been approved unanimously by the Boards of Directors of both BEN and DHC, is subject to approval by DHC?s stockholders and subject to other customary closing conditions, including the receipt of certain regulatory approvals, and 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. Klehr Harrison Harvey Branzburg LLP and Haynes & Boone, LLP are acting as legal counsel to BEN. Cooley LLP is acting as legal counsel to DHC. Evora Partners LLC is acting as advisor to DHC.