Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On September 7, 2023,
DHC Acquisition Corp, a Cayman Islands exempted company (DHC or the Company), BEN Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of DHC (Merger Sub), and Brand Engagement
Network Inc., a Wyoming corporation (BEN), and, solely with respect to Section 7.21 and Section 9.03 of the Business Combination Agreement (as defined below), DHC Sponsor LLC, a Delaware limited liability company (the
Sponsor), entered into a business combination agreement and plan of reorganization (the Business Combination Agreement), pursuant to which Merger Sub will merge with and into BEN (the Business Combination), with
BEN surviving the merger as a direct wholly owned subsidiary of DHC. In connection with the Business Combination, and as further described below, DHC will change its name to Brand Engagement Network Inc. (New BEN).
DHC is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of
the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 Amendments to Financial Disclosures about Acquired and Disposed Businesses.
The
unaudited pro forma condensed combined balance sheet as of December 31, 2023 combines the historical unaudited balance sheet of DHC as of December 31, 2023 with the historical unaudited consolidated balance sheet of BEN as of
December 31, 2023 on a pro forma basis as if the Business Combination and the other related events contemplated by the Business Combination Agreement, summarized below, had been consummated on December 31, 2023.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 combines the historical unaudited
statement of operations of DHC for the year ended December 31, 2023 with the historical unaudited consolidated statement of operations of BEN for the year ended December 31, 2023 on a pro forma basis as if the Business Combination and the
other related events contemplated by the Business Combination Agreement, summarized below, had been consummated on January 1, 2023, the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial information should be read together with the financial and other information relating to
DHC and BEN contained in the proxy statement/prospectus forming a part of the Registration Statement on Form S-4 originally filed by DHC with the Securities and Exchange Commission on October 17, 2023, as
amended and supplemented (the Proxy Statement/Prospectus).
Description of the Business Combination
Pursuant to the Business Combination Agreement, Merger Sub will merge with and into BEN (the Business Combination), with BEN
surviving the Business Combination as a wholly owned subsidiary of DHC and DHC will be renamed Brand Engagement Network Inc. Upon the consummation of the Business Combination, all holders of BEN Common Stock will have the right to
receive a number of shares of New BEN Common Stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio, resulting in an estimated 25,641,300 shares of New BEN Common Stock being issued to equity holders of BEN immediately
prior to the Closing, and all holders of BEN options (including compensatory warrants) will have the right to receive an estimated 3,511,295 shares to be reserved for the potential future issuance of New BEN Common Stock upon the exercise of New
BENs options (including compensatory warrants) based on the following events contemplated by the Business Combination Agreement:
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the conversion of each outstanding BEN stock option, whether vested or unvested, into an option to purchase a
number of shares of DHC Common Shares equal to the product of (x) the number of shares of BEN common stock underlying such BEN stock option immediately prior to the Closing and (y) the Exchange Ratio, at an exercise price per share equal
to (A) the exercise price per share of BEN common stock underlying such BEN stock option immediately prior to the Closing divided by (B) the Exchange Ratio. |