Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2021 the Staff of the U.S. Securities and Exchange Commission (the
"SEC") released the "Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the
"Staff Statement"). The Staff Statement sets forth the conclusion of the SEC's
Office of the Chief Accountant that certain provisions included in the warrant
agreements entered into by many SPACs, such as the Company, require such
warrants to be accounted for as liabilities measured at fair value, rather than
as equity securities, with changes in fair value during each financial reporting
period reported in earnings. DHC Acquisition Corp. (the "Company") has
previously classified its private placement warrants and public warrants as
equity.
Given the scope of the process for evaluating the impact of the Staff Statement
on the Company's financial statements, the Company was unable to complete and
file its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the
"Quarterly Report") by the required due date of May 17, 2021. On May 17, 2021,
the Company filed a Form 12b-25 Notification of Late Filing with the SEC related
to the Quarterly Report. The Company is working diligently to prepare and file
the Amended Annual Report and the Quarterly Report as soon as reasonably
practicable.
On May 28, 2021, the Company received a notice (the "Notice") from The Nasdaq
Stock Exchange LLC ("Nasdaq") indicating that as a result of the Company's
failure to timely file its Quarterly Report, the Company no longer complies with
the continued listing requirements set forth in Section 5250(c)(1) of The Nasdaq
Stock Market LLC Rules.
The Notice advises that under the Nasdaq's rules, the Company will have six
months from the date on which the notice was received to submit a plan of
compliance or file its Quarterly Report. The Company can regain compliance with
the Nasdaq listing standards during this six-month period by submitting a plan
of compliance that is approved or by filing its Quarterly Report with the SEC.
If the Company fails to submit a plan of compliance or file its Quarterly Report
within such six-month period, the Nasdaq may, in its sole discretion, allow the
Company's securities to trade for up to an additional six months depending on
specific circumstances. The Company's securities will remain listed on the
Nasdaq under the symbols "DHCAU", "DHCA" and "DHCAW" in the meantime, subject to
the Company's compliance with other applicable continued listing requirements.
Item 8.01. Other Events.
On June 2, 2021, the Company issued a press release announcing its receipt of
the Notice. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this Form 8-K:
Exhibit No. Description of Exhibit
99.1 Press Release, dated June 2, 2021--------------------------------------------------------------------------------
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