UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2021

quarterly period June 30, 2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
to

Commission file
number: 001-40130

DHC ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands
 
98-1574798
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

535 Silicon Drive, Suite 100

Southlake, Texas

 76092

(Address of principal executive offices)

(214)
452-2300

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange
on which registered

Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and
one-third
of one redeemable warrant
 
DHCAU
 
The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units
 
DHCA
 
The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
 
DHCAW
 
The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedanon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-212
b-2 of the Exchange
Act.

Large accelerated filer   Accelerated filer 
Non-accelerated
filer
   Smaller reporting company 
   Emerging growth company 

If an emerging growth company, indicate by check mark if the
registrant
has elected not to
use
the extended transition period
for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the
Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2Rule12b-2 of the Exchange Act).    Yes  ☒    No  ☐

As of July 20, 2021,August 14, 2023, there were 30,945,0724,646,574 Class A ordinary shares, $0.0001 par value and 7,736,268 Class B ordinary shares, $0.0001 par value, issued and outstanding.


DHC ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021JUNE 30, 2023

TABLE OF CONTENTS

 

   Page 

Part I. Financial Information

  

Item 1. Interim Financial Statements

  

Condensed Consolidated Balance Sheets as of March  31, 2021June 30, 2023 (Unaudited) and December 31, 20202022

   1 

Unaudited Condensed StatementConsolidated Statements of Operations for the three months ended March  31, 2021 (Unaudited)Three and Six Months Ended June 30, 2023 and 2022

   2 

Unaudited Condensed StatementConsolidated Statements of Changes in Shareholders’ EquityDeficit for the three months ended March 31, 2021 (Unaudited)Three and Six Months Ended June 30, 2023 and 2022

   3 

Unaudited Condensed StatementConsolidated Statements of Cash Flows for the three monthsSix Months ended March  31, 2021 (Unaudited)June 30, 2023 and 2022

   4 

Notes to Unaudited Condensed Consolidated Financial Statements (Unaudited)

   5 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   1620 

Item 3. Quantitative and Qualitative Disclosures RegardingAbout Market Risk

   1823 

Item 4. Controls and Procedures

   1823 

Part II. Other Information

  

Item 1. Legal Proceedings

   1824 

Item 1A. Risk Factors

   1924 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

   1924 

Item 3. Defaults Upon Senior Securities

   1924 

Item 4. Mine Safety Disclosures

   1924 

Item 5. Other Information

   1924 

Item 6. Exhibits

   1925 

Part III. Signatures

   2126 


PART I - I—FINANCIAL INFORMATION

Item 1.
Interim
Financial Statements.

DHC ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

   March 31,
2021
  December 31,
2020
 
   (Unaudited)    

ASSETS

   

Current assets

   

Cash

  $1,573,788   —   

Prepaid expenses

   872,378   —   
  

 

 

  

 

 

 

Total Current Assets

   2,446,166   —   

Deferred offering costs

   —     71,546 

Cash held in Trust Account

   309,450,720   —   
  

 

 

  

 

 

 

TOTAL ASSETS

  $311,896,886  $71,546 
  

 

 

  

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

   

Current liabilities

   

Accrued Expenses

  $50,738  $—   

Accrued offering expenses

   17,000   37,905 

Promissory note – related party

   —     13,641 
  

 

 

  

 

 

 

Total Current Liabilities

   67,738   51,546 

Warrant Liabilities

   16,934,265   —   

Deferred underwriting fee payable

   10,830,775   —   
  

 

 

  

 

 

 

Total Liabilities

   27,832,778   51,546 
  

 

 

  

 

 

 

Commitments and Contingencies

   

Class A ordinary shares subject to possible redemption; 27,906,410 and no shares at a redemption value of $10.00 per share at March 31, 2021 and December 31, 2020, respectively

   279,064,100   —   

Shareholders’ Equity

   

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

   —     —   

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,038,662 and no shares issued and outstanding (excluding 27,906,410 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively

   304   —   

Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at March 31, 2021 and December 31, 2020 (1)

   863   863 

Additional paid-in capital

   6,407,837   24,137 

Accumulated deficit

   (1,408,996  (5,000
  

 

 

  

 

 

 

Total Shareholders’ Equity

   5,000,008   20,000 
  

 

 

  

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $311,896,886  $71,546 
  

 

 

  

 

 

 

(1)

At December 31, 2020, included up to 1,125,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. At March 31, 2021, the Founder Shares include an aggregate of up to 888,732 shares that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option. All share and associated amounts have been retroactively restated to reflect the share forfeiture (see Note 6).

   
June 30,

2023
  
December 31,
2022
 
   
(Unaudited)
    
ASSETS
   
Current assets
   
Cash
  $30,294  $212,608 
Due from Sponsor
   3,000   1,500 
Prepaid expenses and other assets
   43,629   61,530 
  
 
 
  
 
 
 
Total Current Assets
   76,923   275,638 
Trust Account receivable
   32,565   —   
Cash and investments held in Trust Account
   48,590,022   313,913,217 
  
 
 
  
 
 
 
TOTAL ASSETS
  
$
48,699,510
 
 
$
314,188,855
 
  
 
 
  
 
 
 
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
   
Current liabilities
   
Accounts payable and accrued expenses
  $5,803,741  $5,440,933 
Related party advances
   300,000   —   
  
 
 
  
 
 
 
Total Current Liabilities
   6,103,741   5,440,933 
Warrant liabilities
   776,017   164,410 
Deferred underwriting fee payable
   10,830,775   10,830,775 
  
 
 
  
 
 
 
Total Liabilities
  
 
17,710,533
 
 
 
16,436,118
 
  
 
 
  
 
 
 
Commitments and Contingencies
   
Class A ordinary shares subject to possible redemption;
4,646,574
and
30,945,072
shares at a redemption value of $
10.46
and $
10.14
per share at June 30, 2023 and December 31, 2022, respectively
   48,622,587   313,913,217 
  
 
 
  
 
 
 
Shareholders’ Deficit
   
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
   —     —   
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding
4,646,574
and
30,945,072
shares subject to possible redemption at June 30, 2023 and December 31, 2022)
   —     —   
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,736,268 shares issued and outstanding at
June 30, 2023 and December 31, 2022
   774   774 
Additional
paid-in
capital
   —     —   
Accumulated deficit
   (17,634,384  (16,161,254
  
 
 
  
 
 
 
Total Shareholders’ Deficit
  
 
(17,633,610
 
 
(16,160,480
  
 
 
  
 
 
 
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
  
$
48,699,510
 
 
$
314,188,855
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of thethese unaudited condensed consolidated financial statements.

1

Table of Contents
DHC ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTCONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

Operating and formation costs

  $160,016 
  

 

 

 

Loss from operations

   (160,016

Other expense:

  

Change in fair value of warrant liabilities

   (657,641

Transaction costs allocated to warrant liabilities

   (586,339
  

 

 

 

Other expense

   (1,243,980
  

 

 

 

Net loss

  $(1,403,996
  

 

 

 

Weighted average shares outstanding, Class A redeemable ordinary shares

   30,945,072 
  

 

 

 

Basic and diluted net income per share, Class A redeemable ordinary shares

  $(0.00
  

 

 

 

Weighted average shares outstanding, Class B non-redeemable ordinary shares (1)

   7,570,880 
  

 

 

 

Basic and diluted net loss per share, Class B non-redeemable ordinary shares

  $(0.19
  

 

 

 

(1)

At December 31, 2020, excluded up to 1,125,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. At March 31, 2021, The Founder Shares include an aggregate of up to 888,732 shares that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option. All share and associated amounts have been retroactively restated to reflect the share forfeiture (see Note 6).

   
For the Three Months Ended
June 30,
  
For the Six Months Ended

June 30,
 
   
2023
  
2022
  
2023
  
2022
 
Operating and formation costs
  $547,114  $243,574  $861,523  $1,946,336 
   
 
 
  
 
 
  
 
 
  
 
 
 
Loss from operations
  
 
(547,114
 
 
(243,574
 
 
(861,523
 
 
(1,946,336
Other income (expenses):                 
Change in fair value of warrant liabilities
   (228,531  2,594,396   (611,607  7,097,595 
Interest earned on cash and investments held in the Trust Account
   519,310   417,862   3,294,864   448,071 
   
 
 
  
 
 
  
 
 
  
 
 
 
Other income, net
   290,779   3,012,258   2,683,257   7,545,666 
   
 
 
  
 
 
  
 
 
  
 
 
 
Net income (loss)  
$
(256,335
 
$
2,768,684
 
 
$
1,821,734
 
 
$
5,599,330
 
   
 
 
  
 
 
  
 
 
  
 
 
 
Weighted average shares outstanding of Class A ordinary shares
   4,646,574   30,945,072   15,458,179   30,945,072 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted net income (loss) per share, Class A ordinary shares  
$
(0.02
 
$
0.07
 
 
$
0.08
 
 
$
0.14
 
   
 
 
  
 
 
  
 
 
  
 
 
 
Weighted average shares outstanding of Class B ordinary shares
   7,736,268   7,736,268   7,736,268   7,736,268 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted net income (loss) per share, Class B ordinary shares  
$
(0.02
 
$
0.07
 
 
$
0.08
 
 
$
0.14
 
   
 
 
  
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of thethese unaudited condensed consolidated financial statements.

2

Table of Contents
DHC ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

DEFICIT

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

   Class A
Ordinary Shares
  Class B (1)
Ordinary Shares
   

Additional

Paid-in

  Accumulated  

Total

Shareholders’

 
   Shares  Amount  Shares   Amount   Capital  Deficit  Equity 

Balance —   January 1, 2021

   —    $—     8,625,000   $863   $24,137  $(5,000 $20,000 

Sale of 30,945,072 Units, net of underwriting discounts, fair value of Public Warrants and offering costs

   30,945,072   3,095   —      —      282,311,487   —     282,314,582 

Cash Paid in excess of fair value for private warrants

   —     —     —      —      3,133,522   —     3,133,522 

Ordinary shares subject to possible redemption

   
(27,906,410

  (2,791  —      —      
(279,061,309

  —     
(279,064,100

Net loss

   —     —     —      —      —     (1,403,996  (1,403,996
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance – March 31, 2021

   3,038,662  $304   8,625,000   $863   $6,407,837  $(1,408,996 $5,000,008 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

(1)

At December 31, 2020, included up to 1,125,000 shares subject to forfeiture if the over-allotment option was not exercise in full or in part by the underwriters. On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. At March 31, 2021, the Founder Shares include an aggregate of up to 888,732 that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option. All share and associated amounts have been retroactively restated to reflect the share forfeiture (see Note 6).

JUNE 30, 2023

   
Class B
Ordinary Shares
   
Additional
Paid-in

Capital
  
Accumulated
Deficit
  
Total
Shareholders’
Deficit
 
   
Shares
   
Amount
 
Balance —  January 1, 2023
  
 
7,736,268
 
  
$
774
 
  
$
—  
 
 
$
(16,161,254
 
$
(16,160,480
Shareholder non redemption agreement
   —      —      (744,274  —     (744,274
Contribution by Sponsor
   —      —      744,274   —     744,274 
Accretion for Class A ordinary shares to redemption amount
   —      —      —     (2,775,554  (2,775,554
Net income
   —      —      —     2,078,069   2,078,069 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance —  March 31, 2023 (unaudited)
  
 
7,736,268
 
  
 
774
 
  
 
—  
 
 
 
(16,858,739
 
 
(16,857,965
Accretion for Class A ordinary shares to redemption amount
   —      —      —     (519,310  (519,310
Net loss
   —      —      —     (256,335  (256,335
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance —  June 30, 2023 (unaudited)
  
 
7,736,268
 
  
$
774
 
  
$
—  
 
 
$
(17,634,384
 
$
(17,633,610
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
   
Class B
Ordinary Shares
   
Additional
Paid-in

Capital
   
Accumulated
Deficit
  
Total
Shareholders’
Deficit
 
   
Shares
   
Amount
 
Balance —  January 1, 2022
  
 
7,736,268
 
  
$
774
 
  
$
—  
   
$
(18,905,470
 
$
(18,904,696
Net income
   —      —      —      2,830,646   2,830,646 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance —  March 31, 2022 (unaudited)
  
 
7,736,268
 
  
 
774
 
  
 
—  
 
  
 
(16,074,824
 
 
(16,074,050
Accretion for Class A ordinary shares to redemption amount
   —      —      —      (448,071  (448,071
Net income
   —      —      —      2,768,684   2,768,684 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance —  June 30, 2022 (unaudited)
  
 
7,736,268
 
  
$
774
 
  
$
—  
   
$
(13,754,211
 
$
(13,753,437
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
The accompanying notes are an integral part of thethese unaudited condensed consolidated financial statements.

3

Table of Contents
DHC ACQUISITION CORP.

CONDENSED STATEMENTCONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

Cash Flows from Operating Activities:

  

Net loss

  $(1,403,996

Adjustments to reconcile net loss to net cash used in operating activities:

  

Change in fair value of warrant liabilities

   657,641 

Transaction costs allocated to warrant liabilities

   586,339 

Changes in operating assets and liabilities:

  

Prepaid expenses

   (845,578

Accrued expenses

   50,738 
  

 

 

 

Net cash used in operating activities

   (954,856
  

 

 

 

Cash Flows from Investing Activities:

  

Investment of cash in Trust Account

   (309,450,720
  

 

 

 

Net cash used in investing activities

   (309,450,720
  

 

 

 

Cash Flows from Financing Activities:

  

Proceeds from sale of Units, net of underwriting discounts paid

   303,261,706 

Proceeds from sale of Private Placement Warrants

   9,189,015 

Repayment of promissory note – related party

   (171,357

Payment of offering costs

   (300,000
  

 

 

 

Net cash provided by financing activities

   311,979,364 
  

 

 

 

Net Change in Cash

   1,573,788 

Cash – Beginning of period

   —   
  

 

 

 

Cash – End of period

  $1,573,788 
  

 

 

 

Non-Cash investing and financing activities:

  

Offering costs included in accrued offering costs

  $17,000 
  

 

 

 

Offering costs paid through promissory note

  $130,916 
  

 

 

 

Payment of prepaid expenses through promissory note

  $26,800 
  

 

 

 

Initial classification of Class A ordinary shares subject to possible redemption

   271,198,440 
  

 

 

 

Change in value of Class A ordinary shares subject to redemption

  $7,865,660 
  

 

 

 

Deferred underwriting fee payable

  $10,830,775 
  

 

 

 

Forfeiture of Founder Shares

  $(89
  

 

 

 

   
For the Six Months Ended
June 30,
 
   
2023
  
2022
 
Cash Flows from Operating Activities:
         
Net income  $1,821,734  $5,599,330 
Adjustments to reconcile net income to net cash used in operating activities:         
Interest earned on cash and investments held in Trust Account   (3,294,864  (448,071
Change in fair value of warrant liabilities   611,607   (7,097,595
Changes in operating assets and liabilities:         
Due from Sponsor   (1,500  (1,500
Prepaid expenses   17,901   119,464 
Accounts payable and accrued expenses   362,808   1,372,543 
          
Net cash used in operating activities
  
 
(482,314
 
 
(455,829
          
Cash Flows from Investing Activities:
         
Cash withdrawn from Trust Account in connection with redemption   268,585,494   —   
          
Net cash provided by investing activities
  
 
268,585,494
 
 
 
—  
 
          
Cash Flows from Financing Activities:
         
Related party advance   300,000   —   
Redemption of ordinary shares   (268,585,494  —   
          
Net cash used in financing activities
  
 
(268,285,494
 
 
—  
 
          
Net Change in
Cash
  
 
(182,314
 
 
(455,829
Cash – Beginning of the period   212,608   861,474 
        �� 
Cash – End of the period
  
$
30,294
 
 
$
405,645
 
          
The accompanying notes are an integral part of thethese unaudited condensed consolidated financial statements.

4

Table of Contents
DHC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

JUNE 30, 2023

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DHC Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on
December 22, 2020.2020
. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company has one wholly owned subsidiary that were created on

July 22, 2022
, Glory Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”).
The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

On March 3, 2023, the Company held an extraordinary general meeting (the “Extension Meeting”) to vote on a number of proposals, including a proposal to approve an amendment the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from March 4, 2023 to December 4, 2023 (the “Combination Period”). The proposal was approved by the Company’s shareholders. In connection with the Extension Meeting, the holders of 26,298,498 Class A ordinary shares of the Company (the “Redeeming Shareholders”) properly exercised their right to redeem their Class A ordinary shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of approximately $268,585,000. This could adversely impact the Company’s ability to consummate a business combination within the Combination Period.
All activity through March 31, 2021June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate generates
non-operating
income in the form of interest income
from the proceeds derivedcash held in an interest bearing account), along
with income or loss from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

change in fair value of the warrant liabilities.

The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 4.

3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to DHCthe Sponsor LLC (the “Sponsor”), generating gross proceeds of $9,000,000, which is described in Note 5.

4.

Following the closing of the Initial Public Offering on March 4, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of
Rule2a-7of
the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds helddeposited in the Trust Account to $309,450,720.

Transaction costs amounted to $17,501,346, consisting of $6,189,014 in cash underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

5

DHC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,
2023
The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”“Public
Shareholders
) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding public shares.Public Shares. The
per-share
amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amendedamended and Restated Memorandumrestated memorandum and Articlesarticles of Association,association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by

DHC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 4)5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an Initial Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors have agreed to waive:waive (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amendedamended and Restated Memorandumrestated memorandum and Articlesarticles of Associationassociation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public OfferingCombination Period or (B) with respect to any other provision relating to shareholders’ rights and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial business combination within 24 months from the closing of this offering.

The Company will have until March 4, 2023 to complete a Business Combination (the “Combination Period”). Period.

If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-shareaper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

6

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DHC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,
2023
The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the
Sponsor
acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5)6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the
per-share
value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

The

On July 25, 2022, we entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), by and among the Company, previously accounted for its outstanding Public Warrants (as defined in Note 5)Glory Merger Subsidiary Corp., a Delaware corporation and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristicsdirect wholly owned subsidiary of the holder ofCompany (“Merger Sub”) and With Purpose, Inc. (d/b/a GloriFi, Inc.) a Delaware corporation (“GloriFi”). On January 26, 2023, we sent GloriFi written notice that we had terminated the warrant. In addition,Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the warrant agreement includes a provisionBusiness Combination Agreement. Our decision to terminate the Business Combination Agreement took into account the fact that in the event of a tender offer or exchange offer made toGloriFi had previously publicly announced that GloriFi was winding down its operations and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

DHC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

On April 12, 2021, the Acting Director of the Division of Corporation Financeclosing its digital banking platform and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement.

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.

In accordance with ASC 825-10, as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and Class A ordinary shares included in the Units.

products. As a result of the above,termination of the Business Combination Agreement, each of the Ancillary Agreements (as defined in the Business Combination Agreement) were terminated.

Liquidity and Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company should have classifiedwill continue as a going concern, which contemplates, among other things, the Warrants as derivativerealization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2023, the Company had $30,294 in its previously issued financial statement asoperating bank account and a working capital deficit of $6,026,818.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of June 30, 2023, there were no amounts outstanding under any Working Capital Loan.
In connection with the extraordinary general meeting of shareholders held on March 3, 2023 (the “Extension Meeting”), to extend the date by which the Company has to consummate a business combination (the “Articles Extension”) from March 4, 2021. Under this accounting treatment,2023 to December 4, 2023, the Company and the Sponsor, have entered into one or more
non-redemption
agreements (the
“Non-Redemption
Agreements”), with several unaffiliated third parties, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 400,000 previously-held Class A ordinary shares of the
Company (“Non-Redeemed
Shares”) in connection with the Articles Extension. In exchange for the foregoing commitments not to redeem such previously held Class A ordinary shares, the Sponsor agreed to transfer an aggregate of 150,000 Class B ordinary shares of the Company held by the Sponsor to such third parties immediately following consummation of an initial business combination if such third parties continued to hold such
Non-Redeemed
Shares through the Extension Meeting. In Connection with Extension meeting, the Redeeming Shareholders properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of approximately $268,585,000.
7

Table of Contents
DHC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,
2023
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 4, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.

   As         
   Previously       As 
   Reported   Adjustments   Revised 

Balance sheet as of March 4, 2021 (audited)

      

Warrant Liabilities

  $—     $15,840,000   $15,840,000 

Total liabilities

   10,988,357    15,840,000    26,828,357 

Class A Ordinary Shares Subject to Possible Redemption

   287,038,440    (15,840,000   271,198,440 

Class A Ordinary Shares

   130    158    288 

Additional Paid-in Capital

   5,004,010    586,181    5,590,191 

Accumulated Deficit

   (5,000   (586,339   (591,339
liquidate after December 4,
2023
.

NOTE 3.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q
and Article 8 of Regulation
S-X
of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public OfferingAnnual Report
on Form
10-K
 as filed with
the SEC on March 2, 2021.30, 2023. The interim results for the three and six months ended March 31, 2021,June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 20212023, or for any future periods.

Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, which was formed on July 22, 2022. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

8

Table of Contents
DHC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2021

(Unaudited)

JUNE 30, 2023
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to
one or more future confirming events.events
. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability. Accordingly,Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of
three months
 or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021June 30, 2023 and December 31, 2020.

2022.

Cash and Investments Held in Trust Account

At March 31, 2021, theJune 30, 2023, assets held in the Trust Account were comprised of $48,590,022 in cash. At December 31, 2022, assets held in cash.

the Trust Account were comprised of $313,913,217 invested primarily in U.S. Treasury Securities. In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below.

Trust Account Receivable
In connection with the Extension Meeting, as described in Note 1, due to a clerical error by the trustee of the Trust Account, the Redeeming Shareholders were overpaid approximately $0.03 per Class A ordinary share that was redeemed, for an aggregate total overpayment amount of $887,555 (the “Overpayment Amount”). As of June 30, 2023, the Company has collected $854,990 of the overpayment and $32,565 remains receivable. The Company is in process of collecting the remaining Overpayment Amount and currently expects to fully recover the total Overpayment Amount.
Concentration of Credit Risk
The Company has historically had significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs

Offering costs consistconsisted of legal, accounting underwriting fees and other costsexpenses incurred through the balance sheet dateInitial Public Offering that arewere directly related to the Initial Public Offering. Offering costs amountingwere allocated to $16,915,007the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $
17,501,346
, of which $
16,915,008
was charged to temporary shareholders’ equitydeficit upon the completion of the Initial Public Offering and $586,339$
586,339
was expensed at the date of the offering costs were allocated to the warrant liabilities and charged to the statementinitial public offering.
9

DHC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that featuresfeature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at MarchJune 30, 2023 and December 31, 2021, 27,906,4102022, 4,646,574 and 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equitydeficit section of the Company’s condensed consolidated balance sheets, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional
paid-in
capital and accumulated deficit.
At June 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the unaudited condensed consolidated balance sheets are reconciled in the following table:
Gross proceeds  $309,450,720 
Less:     
Proceeds allocated to Public Warrants   (10,211,874
Class A ordinary shares issuance costs   (16,924,264
Plus:     
Accretion of carrying value to redemption value   27,136,138 
      
Class A ordinary shares subject to possible redemption as of December 31, 2021
  
 
309,450,720
 
Plus:     
Accretion of carrying value to redemption value   4,462,497 
      
Class A ordinary shares subject to possible redemption as of December 31, 2022
  
 
313,913,217
 
Less:     
Redemption   (268,585,494
Plus:     
Accretion of carrying value to redemption value   3,294,864 
      
Class A ordinary shares subject to possible redemption as of June 30, 2023 (unaudited)
  
$
48,622,587
 
      
Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40
ASC815-40
under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in our statementthe Company’s unaudited condensed consolidated statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to
the
detachment of the Public Warrants from the Units, the Public Warrant quoted market price will beusedbe used as the fair value as of each relevant date.

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Table of Contents
DHC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

JUNE 30, 2023
Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021June 30, 2023 and December 31, 2020,2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periodperiods presented.

Net LossIncome (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net lossIncome (Loss) per ordinary share is computed by dividing net income (loss)Income (Loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the
two-class
method in calculating Income (Loss) per ordinary share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from Income (Loss) per ordinary share as the redemption value approximates fair value.
The calculation of diluted income (loss)Income (Loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the exercise of the over-allotment option and (iii) Private Placement Warrantsprivate placement since the exercise of the warrants is contingent upon the occurrence of future eventsevents. The warrants are exercisable to purchase
16,441,034
shares of Class A ordinary share in the aggregate. As of June 30, 2023 and 2022, the inclusion of such warrants wouldCompany did
no
t
have any dilutive securities or other contracts that could, potentially, be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share forexercised or converted into ordinary shares subject to possible redemptionand then share in the earnings of the Company. As a manner similar to the two-class method of income (loss) per share. Net incomeresult, diluted net Income (Loss) per ordinary share is the same as basic and diluted, for Class A redeemablenet Income (Loss) per ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

periods presented.

The following table reflects the calculation of basic and diluted net income (loss)Income (Loss) per ordinary share (in dollars, except per share amounts):

   

Three Months

Ended

March 31,

 
   2021 

Redeemable Class A Ordinary Shares

  

Numerator: Earnings allocable to Redeemable Class A Ordinary Shares

  

Interest Income

  $—   
  

 

 

 

Net Earnings

  $—   

Denominator: Weighted Average Redeemable Class A Ordinary Shares

  

Redeemable Class A Ordinary Shares, Basic and Diluted

   30,945,072 

Earnings/Basic and Diluted Redeemable Class A Ordinary Shares

  $—   

Non-Redeemable Class B Ordinary Shares

  

Numerator: Net Loss minus Redeemable Net Earnings

  

Net Loss

  $(1,393,996
  

 

 

 

Non-Redeemable Net Loss

  $(1,393,996

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares

  

Non-Redeemable Class B Ordinary Shares, Basic and Diluted (1)

   7,570,880 

Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares

  $(0.18

Note: As

   
For the Three Months Ended
June 30,
 
   
2023
   
2022
 
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net Income (Loss) per ordinary share
                    
Numerator:                    
Allocation of net Income (Loss), as adjusted  $(96,188  $(160,147  $2,214,947   $553,737 
Denominator:                    
Basic and diluted weighted average shares outstanding   4,646,574    7,736,268    30,945,072    7,736,268 
                     
Basic and diluted net Income (Loss) per ordinary share  $(0.02  $(0.02  $0.07   $0.07 
   
For the Six Months Ended
June 30,
 
   
2023
   
2022
 
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income per ordinary share
                    
Numerator:                    
Allocation of net income, as adjusted  $1,214,113   $607,621   $4,479,464   $1,119,866 
Denominator:                    
Basic and diluted weighted average shares outstanding   15,458,179    7,736,268    30,945,072    7,736,268 
                     
Basic and diluted net income per ordinary share  $0.08   $0.08   $0.14   $0.14 
11

DHC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

JUNE
30
, 2023
Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximatesapproximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the Warrantwarrant liabilities (see Note 10)9).

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”)
2020-06, Debt —
Debt—Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging — Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40) (“
(“ASU
2020-06”)
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use the
if-converted
method for all convertible instruments. As a smaller reporting company, ASU
2020-06
is effective January 1, 20222024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU
2020-06
would have on its financial position, results of operations or cash flows.

The Company has not adopted this guidance as of June 30, 2023.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

NOTE 4.3. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and
one-third
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720.

 In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds deposited in the Trust Account to $309,450,720.

NOTE 5.4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. The Sponsor has agreed to purchase up to an additional 600,000 Private Placement Warrants, for an aggregate purchase price of an additional $900,000, if the over-allotment option is exercised in full in part by the underwriters. On March 5, the Sponsor purchased 126,010 Private Placement Warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7)9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

12

Table of Contents
DHC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023

NOTE 6.5. RELATED PARTY TRANSACTIONS

Founder Shares

In December 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. At March 31, 2021, theHistorical information has been retroactively restated. The Founder Shares included an aggregate of up to 888,7321,125,000 shares that were subject to forfeiture by the Sponsor following to the extent the underwriters’ election to partially exercise their over-allotment option was not exercised so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor doesdid not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ remaining over-allotmentnot exercising their overallotment option expiring subsequent to March 31, 2021,in full, 888,732 Founder Shares were forfeited.

forfeited on March 4, 2021.

The Sponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day
period commencing at least 150 days after the Company’s Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

DHC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

Administrative Services Agreement

The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. As of March 31, 2021For the three and six months ended June 30, 2023, the total expense for administrative services was $10,000$30,000 and $60,000, respectively. For the three and six months ended June 30, 2022, the total expense for administrative services was $30,000 and $60,000, respectively. As of June 30, 2023 and December 31, 2022, the Company had $60,000 and $120,000 included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheet as of March 31, 2021.

sheets, respectively.

Promissory Note — Related Party

On December 29, 2020, the Sponsor issued an unsecured promissory
note
to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was
non-interest
bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding amount of $171,357 was repaid after the closing of the Initial Public Offering on March 9, 2021.

Borrowings under the Promissory Note are no longer available.

Related Party Advance
On March 3, 2023, the Sponsor advanced the Company $50,000. On April 18, 2023, the Sponsor additionally advanced the Company $250,000. The related party advances are non-interest bearing and payable upon demand. As of June 30, 2023 and December 31, 2022, the Company had $300,000 and $0 included in related party advances in the accompanying condensed
consolidated
balance sheets.
Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post- Businesspost-Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021June 30, 2023 and December 31, 2020,2022, there were no amounts outstanding underworking capital loans outstanding.
Non-Redemption
Agreement
On February 28, 2023, the Working Capital Loans.

Sponsor entered into

Non-Redemption
Agreements with various stockholders of the
Company
pursuant to which these stockholders have committed not to redeem their Class A Ordinary Shares of the company in connection with the Extension Meeting held on March 3, 2023, but still retained their right to redeem their respective shares in connection with the closing of a Business Combination. The commitment to not redeem was accepted by holders of 400,000 shares of Class A Ordinary Shares. In consideration of this agreement, the Sponsor has agreed to transfer 150,000 of its Class B Ordinary shares to the
Non-Redeeming
Stockholders at the closing of a Business Combination. Each shareholder committed to maintain, and not to redeem at the Extension Meeting, the lesser of (i) 400,000 Class A Ordinary Shares and (ii) 9.9% of the Company’s Class A Ordinary Shares. The Company estimated the aggregate fair value of the 150,000 founders shares attributable to the
Non-Redeeming
Shareholders to be $744,274 or $4.96 per share. Each
Non-Redeeming
Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these holders of the Class A Ordinary Shares not to redeem, with a corresponding charge to additional
paid-in
capital to recognize the fair value of the shares transferred as an offering cost during the three and six months ended June 30, 2023.
13

DHC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
The fair value of the founders shares was based on the following significant inputs:
   
February 28,
2023
 
Risk-free interest rate   4.72
Remaining life of SPAC   0.68 
Value in no
De-SPAC
scenario
  $0.00 
Probability of transaction   50.00
NOTE 7.6. COMMITMENTS

 AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the
impact of the COVID-19 pandemic and has concluded
that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company,the completion of the Business Combination, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.
14

DHC ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
Registration Rights

Pursuance to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement providesprovide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying
such warrants,
30
days
after the completion of the Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters
a
45-day
option
from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 5, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 945,072 Units and their option to purchase an additional 3,554,928 Units expired.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,830,775 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Consulting Agreement
On January 27, 2021, the Company entered into a Consulting Agreement for financial advisory services. The Company agrees to pay the consultant $2,000,000 and reimburse the consultant for all reasonable and documented expenses, which shall be earned upon announcement of an initial Business Combination and payable at the closing of the initial Business Combination.
Business Combination Agreement
On July 25, 2022, the Company entered into the Business Combination Agreement, by and among the Company, Merger Sub and GloriFi which was subsequently terminated on January 26, 2023.
Business Combination Expense Reimbursement Agreement
On February 21, 2022, the Company and GloriFi entered into an agreement pursuant to which GloriFi agreed to reimburse the Company certain business combination related expenses. During the year ended December 31, 2022, the Company wrote off $517,430 as bad debt in relation to this agreement.
15

DHC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
Termination of Business Combination Agreement
On January 26, 2023, the Company sent GloriFi written notice that the Company had terminated the Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the Business Combination Agreement. The Company’s decision to terminate the Business Combination Agreement took into account the fact that GloriFi publicly announced that GloriFi was winding down its operations and closing its digital banking platform and other products.
As a result of the termination of the Business Combination Agreement, each of the Ancillary Agreements (as defined in the Business Combination Agreement) were terminated.
NOTE 8. STOCKHOLDERS’ EQUITY

7. SHAREHOLDERS’ DEFICIT

Preference Shares
The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021June 30, 2023 and December 31, 2020,2022, there were no preference shares issued or outstanding.

Class
 A Ordinary Shares
— The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At MarchJune 30, 2023 and December 31, 2021,2022, there were 3,038,662 Class A ordinary4,646,574 and 30,945,072 shares issued and outstanding, excluding 27,906,410of Class A ordinary shares subject to possible redemption. At December 31, 2020, there were no redemption, respectively, which are presented as temporary equity.
Class A ordinary shares issued or outstanding.

DHC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

Class

 B Ordinary Shares
— The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At March 31, 2021June 30, 2023 and December 31, 2020,2022, there were 8,625,0007,736,268 shares of Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

16

DHC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
NOTE 9. WARRANTS

8. WARRANT LIABILITIES

As of MarchJune 30, 2023 and December 31, 2021,2022, there were 10,315,024 Public Warrants outstanding. As of December 31, 2020 there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 
one year
from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Public Warrants will expire
five years
after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption (Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00):

in whole and not in part;

at a price of $0.01 $
0.01
per warrant;

upon a minimum of
30
days’ prior written notice of redemption to each warrant holder; and

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 $
18.00
per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any
20
 trading days within a30-trading day
30
trading days period ending three trading days before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout
the 30-day redemption
period. If and when the warrants become redeemable the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

DHC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

Redemption
 of warrants when the price per Class
 A ordinary share equals or exceeds $10.00.
Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A ordinary shares;

at $
0.10
per warrant upon a minimum of
30
days’ prior written notice of redemption
provided
that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A ordinary shares;
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 $
10.00
per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any
20
 trading days within the30-trading
30
trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and

if the closing price of the Class A ordinary shares for any
20
trading days within
a30-trading
30
-trading day period ending on the third trading day prior to the date on which we sendthe Company sends the notice of redemption to the warrant holders is less than $18.00 $
18.00
per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.

17

DHC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate ourthe Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

As of MarchJune 30, 2023 and December 31, 2021,2022, there were 6,126,010 Private Placement Warrants outstanding. As of December 31, 2020 there were no Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be
non-redeemable
as described above so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 10.9. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:  Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:  Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:  Unobservable inputs based on ouran assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2021,June 30, 2023, assets held in the Trust Account were comprised of $309,450,720 in$48,590,022 of cash. At December 31, 2020 there were no assets held in the Trust Account. During the three monthsperiod ended March 31, 2021,June 30, 2023, the Company did not withdraw any interest income from the Trust Account.

At December 31, 2022, assets held in the Trust Account were comprised of $313,913,217 of money market funds which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2022, the Company did not withdraw any interest income from the Trust Account.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021June 30, 2023 and December 31, 2020,2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description

  Level   March 31,
2021
   December 31,
2020
 

Liabilities:

      

Warrant Liability – Public Warrants

   3   $10,624,475   $—   

Warrant Liability – Private Placement Warrants

   3   $6,309,790   $—   

   
June 30, 2023
   
December 31, 2022
 
   
Level
   
Amount
   
Level
   
Amount
 
Assets:                    
Cash and investments held in Trust Account   1   $48,590,022      1   $ 313,913,217 
Liabilities:                    
Warrant Liabilities – Public Warrants   2   $486,869    
2

   $103,150 
Warrant Liabilities – Private Placement Warrants   2   $289,148    2   $61,260 
18

DHC ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

JUNE 30, 2023
The Warrants were accounted for as liabilities in accordance with ASC
815-40
and are presented within warrant liabilities on ourthe Company’s accompanying MarchJune 30, 2023 and December 31, 2021 unaudited2022 condensed consolidated balance sheet.sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statementconsolidated statements of operations.

Initial Measurement

The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:

Input

  March 4, 2021
(Initial
Measurement and Over-
allotment)
 

Risk-free interest rate

   1.03

Expected Term (Years)

   5.0 

Expected volatility

   25.0

Exercise price

  $11.50 

Unit Price

  $9.67 

On March 4, 2021, inclusive of over-allotment, the Private Placement Warrants and Public Warrants were determined to be $0.99 per warrant for aggregate values of $6.06 million and $10.21 million, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurementmeasurements of the Public Warrants andafter the detachment of the Public Warrants from the Units was established by the public warrant price. The subsequent measurements of the Private Placement Warrants was calculatedestablished by using a Monte Carlo Simulation which is considered a Level 3 measurement.

The key inputs into the Monte Carlo Simulation forclosing price of the Public Warrants, an observable market quote for a similar asset in an active market. For June 30, 2023 and Private PlacementDecember 31, 2022, the Public Warrants werehave detached from the Units, and the closing price is utilized as followsthe fair value.

Transfers to/from Levels 1, 2 and 3 are recognized at March 31, 2021:

Input

    

Risk-free interest rate

   1.38

Expected Term (Years)

   5.0 

Expected volatility

   25.0

Exercise price

  $11.50 

Unit Price

  $9.65 

As of March 31, 2021, the aggregate valuesend of the Private Placement Warrants and Public Warrants were determinedreporting period in which a change in valuation technique or methodology occurs. Due to be $1.03 per warrant for aggregate valuesthe lack of $6.31 million and $10.62 million, respectively.

The following table presentsan active market, the changes in theestimated fair value of the Public Warrants transferred from a Level 3 warrant liabilities:

   Private Placement   Public   Warrant Liabilities 

Fair value as of January 1, 2021

  $—     $—     $—   

Initial measurement on March 4, 2021 (IPO)

   5,940,000    9,900,000    15,840,000 

Initial measurement on March 5, 2021 (Over allotment)

   124,750    311,874    436,624 

Change in fair value

   245,040    412,601    657,641 
  

 

 

   

 

 

   

 

 

 
  

 

 

   

 

 

   

 

 

 

Fair value as of March 31, 2021

  $6,309,790   $10,624,475   $16,934,265 
  

 

 

   

 

 

   

 

 

 

DHC ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH1 measurement to a Level 2 fair value measurement during year ended December 31, 2021

(Unaudited)

2022 was $1,031,502.

NOTE 11.10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheetsheets date up to the date that the unaudited condensed consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
19


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to DHC Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to DHC Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-QQuarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Such statements include, but are not limited to, possible business combinations, and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Quarterly Report. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied.statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public OfferingAnnual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”).SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on December 22, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. We intend to effectuate our Business Combinationbusiness combination using cash derived from the proceeds of the Initial Public Offeringinitial public offering and the sale of the Private Placement Warrants,private placement warrants, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete On July 25, 2022, we entered into a Business Combination will be successful.Agreement and Plan of Reorganization (the “Business Combination Agreement”), by and among the Company, Glory Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”) and With Purpose, Inc. (d/b/a GloriFi, Inc.) a Delaware corporation (“GloriFi”). On January 26, 2023, we sent GloriFi written notice that we had terminated the Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the Business Combination Agreement. Our decision to terminate the Business Combination Agreement took into account the fact that GloriFi had previously publicly announced that GloriFi was winding down its operations and closing its digital banking platform and other products.

On March 3, 2023, we held an extraordinary general meeting (the “Extension Meeting”) to vote on a number of proposals, including a proposal to approve an amendment to our amended and restated memorandum and articles of association to (i) extend the date by which we have to consummate a business combination from March 4, 2023 to December 4, 2023 (the “Combination Period”). The proposal was approved by our shareholders. In connection with the Extension Meeting, the holders of 26,298,498 Class A ordinary shares of the Company (the “Redeeming Shareholders”) properly exercised their right to redeem their Class A ordinary shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of approximately $269,585,000. This could adversely impact our ability to consummate a business combination within the Combination Period.

20


Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through March 31, 2021June 30, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2021,June 30, 2023, we had a net loss of $1,393,996,$256,335, which consists of the operating and formation costs of $150,016,$547,114 and change in fair value of warrant liabilityliabilities of $657,641 and transaction costs allocated to$228,531, offset by interest earned on cash held in the Trust Account of $519,310.

For the three months ended June 30, 2022, we had a net income of $2,768,684, which consists of the change in fair value of warrant liabilities of $586,339.$2,594,396 and interest earned on cash and investments held in the Trust Account of $417,862, offset by operating and formation costs of $243,574.

For the six months ended June 30, 2023, we had a net income of $1,821,734, which consists of interest earned on cash and investments held in the Trust Account of $3,294,864, offset by the operating and formation costs of $861,523 and change in fair value of warrant liabilities of $611,607.

For the six months ended June 30, 2022, we had a net income of $5,599,330, which consists of the change in fair value of warrant liabilities of $7,097,595 and interest earned on cash and investments held in the Trust Account of $448,071, offset by operating and formation costs of $1,946,336.

Liquidity and Capital Resources

On March 4, 2021, we consummated the Initial Public Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $9,000,000.

On March 5, 2021, in connection with the underwriters’ exerciseunderwriters of our initial public offering partially exercised their over-allotment option, in full,and we consummated the sale of an additional 945,072 Units at a price of $10.00 per Unit, generating total gross proceeds of $9,450,720. In addition, we also consummated the sale of an additional 126,010 Private Placement Warrantsprivate placement warrants at $1.50 per Private Warrant,private warrant, generating total gross proceeds of $189,015.

Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the Private Placement Warrants,private placement warrants, a total of $309,450,720 was placed in the Trust Account. We incurred $17,501,346 in Initial Public Offering related costs, including $6,189,014 of underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other costs.

For the threesix months ended March 31, 2021,June 30, 2023, cash used in operating activities was $954,856.$482,314. Net lossincome of $1,403,996$1,821,734 was affected by change in fair value of warrant liability of $657,641 and transaction costs allocated to warrant liabilities of $586,339.$611,607 and interest earned on cash held in the Trust Account of $3,294,864. Changes in operating assets and liabilities provided $379,209 of cash for operating activities.

For the six months ended June 30, 2022, cash used $804,840in operating activities was $455,829. Net income of $5,599,330 was affected by change in fair value of warrant liabilities of $7,097,595 and interest earned on cash held in the Trust Account of $448,071. Changes in operating assets and liabilities provided $1,490,507 of cash for operating activities.

As of March 31, 2021,June 30, 2023, we had cash held in the Trust Account of $309,450,720.$48,590,022. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination,business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. On March 3, 2023, we held the Extension Meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a business combination. In connection with that vote, the Redeeming Shareholders properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $268,585,000. In connection with the extension, the trustee of the Trust Account placed the funds remaining in the Trust Account in an interest bearing cash bank account. The Trust Account does not hold any investments.

In connection with the Extension Meeting, as described in Note 1, due to a clerical error by the trustee of the Trust Account, the Redeeming Shareholders were overpaid approximately $0.03 per Class A ordinary share that was redeemed, for an aggregate total overpayment amount of $887,555 (the “Overpayment Amount”). As of June 30, 2023, the Company has collected $854,990 of the overpayment and $32,565 remains receivable. The Company is in process of collecting the remaining Overpayment Amount and currently expects to fully recover the total Overpayment Amount.

21


As of March 31, 2021,June 30, 2023, we had cash of $1,573,788.$30,294. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we wouldwill repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

WeIn connection with the Company’s assessment of going concern considerations in accordance with FASB ASU2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 4, 2023, to consummate a business combination. It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 4, 2023.

Based on the foregoing, management has determined that we do not believe we will need to raise additional funds in orderhave sufficient liquidity to meet our anticipated obligations for at least twelve months after the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combinationfinancial statements are less than the actual amount necessary to do so, we may have insufficient funds available to operatebe issued, as such, the events and circumstances raise substantial doubt about our business priorability to continue as a going concern, as discussed further below. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about our Business Combination. Moreover, we may needability to obtain additional financing either to complete our Business Combination or because we become obligated to redeemcontinue as a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.going concern.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2021.June 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of one of our Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative services. We began incurring these fees on March 4, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

The underwriters of our initial public offer are entitled to a deferred fee of $0.35 per unit, or $10,500,000$10,830,775 in the aggregate. The deferred fee will become payable to the underwriters of our initial public offering from the amounts held in the Trust Account solely in the event that we complete a Business Combination,business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant LiabilityLiabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. We account for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statementunaudited condensed consolidated statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date.

22


Class A Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equitydeficit section of our condensed consolidated balance sheets.

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. We apply the two-class method in calculating earnings per share. Net income per ordinary share, basic and diluted forAccretion associated with the redeemable shares of Class A redeemable ordinary shares is calculated by dividingexcluded from earnings per share as the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted for Class B non-redeemable ordinary shares is calculated by dividing the net income (loss), less income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the periods presented.

redemption value approximates fair value.

Recent Accounting StandardsPronouncements

In August 2020, the FinancialFASB issued Accounting Standards BoardUpdate (“FASB”ASU”) issued ASU 2020-06, Debt — Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2022,2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adoptedis currently assessing the impact, if any, that ASU 2020-06 as of January 1, 2021, and the adoption did not would have an impact on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of June 30, 2023.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports filed or submitted under the Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officerChief Executive Officer and principal financial officer or persons performing similar functions, as appropriateChief Financial Officer, to allow timely decisions regarding required disclosure.

UnderAs required by Rules 13a-15 and 15d-15 under the supervisionExchange Act, our Chief Executive Officer and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conductedChief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.June 30, 2023. Based on thisupon their evaluation, our principal executive officerChief Executive Officer and principal financial and accounting officer haveChief Financial Officer concluded that during the period covered by this report, solely due to the Company’s restatement of its financial statements to reclassify the Company’s warrants as described in the Note 2 to the Financial Statement herein, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2021,due to its review and thatapproval procedures for the foregoing arose as a result of a material weakness inquarterly financial statements.

Management intends to enhance our review and approval procedures for the Company’s internal control over financial reporting. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that ourquarterly financial statements, were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believesincluding through enhanced analyses by our personnel and third-party professionals. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.intended effects.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2021ended June 30, 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting as the circumstances that led to the restatement of the financial statements had not yet been identified. However, as management has identified a material weakness in our internal control over financial reporting with respect to the classification of the Company’s Warrants as components of equity instead of as liabilities, as well as the related determination of the fair value of warrant liabilities, additional paid-in capital and accumulated deficit, and related financial disclosures, the Company intends to address this material weakness by enhancing its processes to identify and appropriately apply applicable accounting requirements to better evaluate its research and understanding of the nuances of the complex accounting standards that apply to its financial statements. The Company’s current plans include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom it consults regarding complex accounting applications. The Company has also retained the services of a valuation expert to assist in valuation analysis of the Warrants on a quarterly basis.reporting.

23


PART II - II—OTHER INFORMATION

Item 1. Legal Proceedings

NoneNone.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectusAnnual Report on Form 10-K for its Initial Public Offeringthe period ended December 31, 2022, which was filed with the SEC.SEC on March 30, 2023 (our “Annual Report”). As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for its Initial Public OfferingAnnual Report on Form 10-K and our Q1 Quarterly Report filed with the SEC except as set forth below.

We have identified a material weaknessSEC. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our internal control over financial reporting as of March 31, 2021. IfAnnual Report and other reports we are unablefile with, or furnish to, develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”). In the Statement, the SEC staff, among other things, expressed its view that certain terms and conditions common to warrants issued by special purpose acquisition companies, such as the Company, may require such warrants to be classified as liabilities on the special purpose acquisition company’s balance sheet as opposed to equity. The Company previously accounted for its outstanding warrants as components of equity instead of as derivative liabilities. See “—Our warrants are accounted for as a warrant liability and will be recorded at fair value withSEC. There have been no material changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.” In connection with this change to our accounting methodology, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reportingrisk factors since such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.filings.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of such material weakness, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Quarterly Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete an initial business combination.

Our warrants are accounted for as a warrant liability and will be recorded at fair value with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.

In connection with our initial public offering and the concurrent private placement of warrants, we issued an aggregate of 16,441,034 warrants (including 10,315,024 warrants included in the units and 6,126,010 private placement warrants). We account for these as a warrant liability and will record at fair value any changes in fair value each period reported in earnings as determined by us based upon a valuation report obtained from an independent third-party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a special purpose acquisition company that does not have warrants or that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 4, 2021, we consummated the Initial Public Offering of 30,000,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $300,000,000. Citigroup Global Markets Inc. acted as sole book-running manager and Drexel Hamilton, LLC and Roberts & Ryan Investments, Inc. acted as co-managers, of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-252891)FormS-1 (No.333-252891). The Securities and Exchange CommissionSEC declared the registration statements effective on March 1, 2021.

Simultaneous with the consummation of the Initial Public Offering, the Sponsor consummated the private placement of an aggregate of 6,000,000 Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $9,000,000. Each whole Private Warrant is exercisable to purchase one ordinary share at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in the sale of an additional 945,072 Units for gross proceeds of $9,450,720, less the underwriters’ discount of $189,014. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account.

Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Warrants, an aggregate of $309,450,720 was placed in the Trust Account.

We paid a total of $6,189,014 in underwriting discounts and commissions and $481,557 for other costs and expenses related to the Initial Public Offering.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities

NoneNone.

Item 4. Mine Safety Disclosures

NoneNone.

Item 5. Other Information

NoneNone.

24


32.2*  Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*  Inline XBRL Instance Document
101.SCH*  Inline XBRL Taxonomy Extension Schema Document
101.CAL*  Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*  Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*  Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*  Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

*

Filed herewith.

(1)**

Previously filed as an exhibit to our Current Report on Form 8-K filed on March 4, 2021 and incorporated by reference herein.Furnished herewith

25


PART III

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  DHC ACQUISITION CORP.
Date: July 21, 2021August 14, 2023  By: 

/s/ Christopher Gaertner

  Name: Christopher Gaertner
  Title: 

Co-Chief Executive Officer

(Principal Executive Officer)

  (Principal Executive Officer)
Date: July 21, 2021August 14, 2023  By: 

/s/ Christopher Gaertner

  Name: Christopher Gaertner
  Title: 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

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