With Purpose, Inc. entered into a definitive agreement to acquire DHC Acquisition Corp. from DHC Sponsor, LLC and others for $1.5 billion in a reverse merger transaction.

With Purpose, Inc. (GloriFi) entered into a definitive agreement to acquire DHC Acquisition Corp. (NasdaqCM:DHCA) from DHC Sponsor, LLC and others for $1.5 billion in a reverse merger transaction on July 25, 2022. Business combination would result in GloriFi becoming a publicly listed company. Once the proposed transaction closes, the combined company will potentially trade on the Nasdaq under the requested ticker symbol “GLRI”. The transaction values the combined company, to be renamed GloriFi, Inc. upon closing, at a pro forma enterprise value of approximately $1.7 billion at a price of $10.00 per share, assuming no redemptions by holders of DHC Class A common shares. GloriFi's existing equity holders will roll forward 100% of their existing shares. On November 21, 2022, GloriFi publicly announced that its Board of Directors and leadership have begun the process of winding down GloriFi's operations. If this is Agreement is terminated, GloriFi shall pay to DHC $500,000 as Expense Reimbursement Amount.

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of DHC and GloriFi, (ii) effectiveness of the registration statement on Form S-4 to be filed by DHC in connection with the Business Combination; (iii) the absence of laws or governmental orders prohibiting the Business Combination, (iv) expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, (v) DHC having at least $5,000,0001 of net tangible assets upon the Closing, (vi) the completion of the Domestication, (vii) customary bringdown of the representations, warranties and covenants of the parties, (viii) the receipt of certain required regulatory approvals, (ix) the consummation of one or more financing transactions by GloriFi resulting in GloriFi's receipt of unencumbered cash proceeds of at least $60,000,000, (x) the completion of a bank acquisition by an affiliate of GloriFi and the entry into a Marketing Program Framework Agreement by GloriFi with such affiliate or GloriFi having entered into an agreement with one or more state, or federally, charted financial institutions in a form reasonably acceptable to DHC, (xi) receipt of approval for listing on the Nasdaq Stock Market LLC of the shares of DHC Common Stock to be issued in connection with the Merger, and (xii) DHC having made all appropriate and necessary arrangements with the trustee of its Trust Fund (as defined below) to have all remaining funds released to DHC. The transaction has been approved unanimously by both the DHC and GloriFi Boards of Directors. Transaction is expected to close in the first quarter of 2023.

Michael J. Blankenship, Chris Ferazzi, James Brown, Steve Flores, Dean Hinderliter, and Ryan Hunsaker of Winston & Strawn LLP serving as legal counsels to GloriFi. Moelis & Company acted as financial advisor for With Purpose, Inc.