ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
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one-third of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
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• | “amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association that the company adopted in connection with the consummation of our initial public offering; |
• | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
• | “Founders” are to Christopher Gaertner and Thomas Morgan, Jr.; |
• | “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• | “initial public offering” refers to our initial public offering units, consisting of one Class A ordinary share and one-third of one redeemable warrant; |
• | “management” or our “management team” are to our executive officers and directors; |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any; |
• | “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
• | “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “sponsor” are to DHC sponsor, LLC, a Delaware limited liability company; and |
• | “we,” “us,” “our,” “company” or “our company” are to DHC Acquisition Corp., a Cayman Islands exempted company. |
• | we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective; |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | the lack of a market for our public securities; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the use of proceeds not held in the trust account (as described below) or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | our financial performance; or |
• | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report. |
• | are in the technology industry and can benefit from the extensive networks and insights we have built. In addition, we expect to evaluate targets in related industries that can use technology to drive meaningful operational improvements and efficiency gains, or enhance their strategic positions by using technology solutions to differentiate offerings; |
• | have strong, experienced management teams, or provide a platform to assemble an effective management team with a track record of driving growth and profitability; |
• | will likely be well received by public investors and are expected to have good access to the public capital markets; |
• | can benefit from attracting incremental capital in connection with the initial business combination by pursuing growth opportunities both operationally and through merger and acquisition activity after the initial business combination; |
• | are at an inflection point, such as those requiring additional management expertise, are able to innovate by developing new products or services, or where we believe we can drive improved financial performance and where an acquisition may help facilitate growth through merger and acquisition activity in the future. We believe that we are well-positioned to evaluate and improve a company’s growth prospects and help it realize the opportunities to create shareholder value following the consummation of a business combination; |
• | have a leading or niche market position and that demonstrate advantages when compared to their competitors, which may help to create barriers to entry against new competitors; |
• | our management team understands well, including those businesses where we believe we can drive meaningful operational improvements and efficiency gains, or enhance its strategic position by using technology solutions to differentiate its offering; |
• | have significant embedded and/or underexploited expansion opportunities. This can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in advising companies in transformative corporate decisions and working with management teams to assess the strategic and financial fit; |
• | exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace based on our company specific analysis and due diligence review. For a potential target company, this process will include, among other things, a review and analysis of the company’s capital structure, quality of earnings, potential for operational improvements, corporate governance, customers, material contracts, and industry background and trends. We intend to leverage the insights of our team to identify opportunities to unlock value that our experience in complex situations allows us to pursue; and |
• | will offer attractive risk-adjusted equity returns for our shareholders. We will seek to acquire a target on terms and in a manner that leverages our experience. Financial returns will be evaluated based on (i) the potential for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including through the opportunity for follow-on acquisitions and (iv) the prospects for creating value through strategic initiatives. Potential upside from growth in the target business’ earnings and an improved capital structure will be weighed against identified downside risks. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or a limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial security holder (as defined by Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. |
• | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. |
• | We may not be able to consummate an initial business combination within 24 months after the closing of our initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. |
• | If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
Name |
Age |
Position | ||
Christopher Gaertner | 59 | Co-Chief Executive Officer, Chief Financial Officer and Director | ||
Thomas Morgan, Jr. | 61 | Co-Chief Executive Officer | ||
Joseph DePinto | 59 | Director | ||
Richard Dauch | 61 | Director | ||
Kathleen Hildreth | 60 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Co-Chief Executive Officer and our Co-Chief Executive Officer and Chief Financial Officer, evaluating our Co-Chief Executive Officer and our Co-Chief Executive Officer and Chief Financial Officer performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Co-Chief Executive Officer and our Co-Chief Executive Officer and Chief Financial Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Christopher Gaertner | Ravenwood Solutions | Defense Contracting | Director | |||
FinTech Evolution Acquisition Corp. | Special Purpose Acquisition Company | Director | ||||
Integrity Partners | Private Investments | Partner | ||||
Thomas Morgan, Jr. | Corps Capital Advisors LLC | Investment Management | Chief Executive Officer and Founder | |||
Hudson River Partners LP 1 | Hospitality | Limited Partner | ||||
Mingo Private Investments, LLC | Investment Management | Principal | ||||
Brush County Wildlife Supply, L.L.C. | Sporting Goods | Director | ||||
Integrity Partners | Private Investments | Principal | ||||
Service Capital Management | Real Estate Investment | Investor/Advisory Board Member | ||||
Nebraska Grain and Salt | Commodity Logistics | Investor and Director | ||||
Joseph DePinto | 7-Eleven, Inc. |
Retail | President and Chief Executive Officer, Director | |||
7 & i Holdings Co., Ltd. | Retail | Director | ||||
Brinker International | Hospitality | Chairman of the Board of Directors | ||||
Business Executives for National Security | Nonprofit | Director | ||||
UT Southwestern Medical Foundation | Nonprofit | Trustee | ||||
Johnny Mac Soldiers Fund | Nonprofit | Director | ||||
Hudson River Partners LP 1 | Hospitality | Limited Partner | ||||
DSE Hockey Club, L.P. | Sports | Member of Advisor Council | ||||
Japan-America Society of Dallas-Fort Worth | Civic Organization | Member of Advisory Council | ||||
Richard Dauch | Transportation Technology | Workhouse Group Inc. | ||||
The SHYFT Group, Inc. | Specialty Vehicle Manufacturer | Director | ||||
West Point Optical Group, LLC | Eyecare | Director | ||||
BorgWarner, Inc. | Automobile Parts Manufacturing | Special Advisor | ||||
Kathleen Hildreth | M1 Support Services, L.P. | Defense Contracting | Managing Director and Principal |
Wounded Warrior Project, LLC | Nonprofit | Director | ||
Flying H Foundation, LLC | Nonprofit | Director | ||
Mission First Services, LLC | Defense Contracting | Managing Member | ||
M1 Asset Management, LLC | Asset Management | Managing Member |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor subscribed for founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of initial public offering. |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our 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 our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our Founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns our ordinary shares; and |
• | all our executive officers and directors as a group. |
Class B Ordinary Shares |
Class A Ordinary Shares |
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Name of Beneficial Owners(1) |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
|||||||||||||||
DHC sponsor, LLC (our sponsor) (3) |
7,736,268 | 100.00 | % | — | — | 20.00 | % | |||||||||||||
Christopher Gaertner |
7,736,268 | 100.00 | % | — | — | 20.00 | % | |||||||||||||
Thomas Morgan, Jr. |
— |
— |
— | — | 20.00 | % | ||||||||||||||
Joseph DePinto |
— | — | — | — | — | |||||||||||||||
Richard Dauch |
— | — | — | — | — | |||||||||||||||
Kathleen Hildreth |
— | — | — | — | — | |||||||||||||||
All officers and directors as a group (four individuals) |
7,736,268 | 100.00 | % | — | — | 20.00 | % | |||||||||||||
Five Percent Holders |
||||||||||||||||||||
Glazer Capital, LLC (4) |
— | — | 2,925,522 | 9.45 | % | 7.56 | % | |||||||||||||
Aristeia Capital, L.L.C. (5) |
— | — | 1,629,000 | 5.26 | % | 4.21 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 535 Silicon Drive, Suite 100, Southlake, TX 76092. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof . |
(3) | The shares reported above are held in the name of our sponsor. Our sponsor is controlled by Christopher Gaertner. |
(4) | According to a Schedule 13G filed with the SEC on February 14, 2022, Glazer Capital, LLC (“Glazer Capital”) serves as investment manager of certain funds and managed accounts (collectively, the “Glazer Funds”) that own the Class A ordinary shares reported herein. Paul J. Glazer serves as the Managing Member of Glazer Capital. As a result of the foregoing, each of Glazer Capital and Mr. Glazer may be deemed to have shared voting control and investment discretion and therefore beneficial ownership over securities owned by the Glazer Funds. The business address of each of Glazer Capital and Mr. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019. |
(5) | According to a Schedule 13G filed with the SEC on February 14, 2020, Aristeia Capital, L.L.C. is the investment manager of, and has voting control with respect to the securities held by, one or more private investment funds, and therefore Aristeia Capital, L.L.C. has beneficial ownership of the shares of Class A common stock directly owned such private investment funds. The business address of Aristeia Capital, L.L.C. is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on March 5, 2021 and incorporated by reference herein. |
(2) | Incorporated by reference to the registrant’s Form S-1, filed with the SEC on February 23, 2021. |
DHC ACQUISITION CORP. | ||
/s/ Christopher Gaertner | ||
Name: | Christopher Gaertner | |
Title: | Co-Chief Executive Officer and Chief Financial Officer |
Name |
Position |
Date | ||
/s/ Christopher Gaertner |
Co-Chief Executive Officer and Chief Financial Officer |
March 11, 2022 | ||
Christopher Gaertner | ( Principal Financial and Accounting Officer |
|||
/s/ Thomas Morgan, Jr. |
Co-Chief Executive Officer |
March 11, 2021 | ||
Thomas Morgan, Jr. | ( Principal Executive Officer |
|||
/s/ Joseph DePinto |
Director | March 11, 2022 | ||
Joseph DePinto | ||||
/s/ Richard Dauch |
Director | March 11, 2022 | ||
Richard Dauch | ||||
/s/ Kathleen Hildreth |
Director | March 11, 2022 | ||
Kathleen Hildreth |
F-2 |
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Financial Statements: |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 to F-17 |
December 31, |
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2021 |
2020 |
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ASSETS |
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Current assets |
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Cash |
$ | — | ||||||
Prepaid expenses |
— | |||||||
Total Current Assets |
— | |||||||
Deferred offering costs |
— | |||||||
Investment held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ (DEFICIT) EQUITY |
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Current liabilities |
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Accounts payable and accrued expenses |
$ | $ | — | |||||
Accrued offering expenses |
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Promissory note – related party |
— | |||||||
Total Current Liabilities |
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Warrant liabilities |
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Deferred underwriting fee payable |
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Total Liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A ordinary shares subject to possible redemption; |
— | |||||||
Shareholders’ (Deficit) Equity |
||||||||
Preference shares, $ |
||||||||
Class A ordinary shares, $ ; |
— | |||||||
Class B ordinary shares, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ (Deficit) Equity |
( |
) |
||||||
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
||||||
Year Ended December 31, |
For the Period from December 22, 2020 (Inception) Through December 31, |
|||||||
2021 |
2020 |
|||||||
Operating and formation costs |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) |
( |
) | ||||
Other income (loss): |
||||||||
Change in fair value of warrant liabilities |
||||||||
Transaction costs allocable to warrant liabilities |
( |
) | ||||||
|
|
|
|
|||||
Total other income, net |
||||||||
|
|
|
|
|||||
Net income (loss) |
$ |
$ |
( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class A ordinary shares |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class A ordinary shares |
$ |
$ | ||||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B ordinary shares |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class B ordinary shares |
$ |
$ | ||||||
|
|
|
|
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||
Balance — December 22, 2020 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B ordinary shares to sponsor |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — December 31, 2020 |
( |
) |
||||||||||||||||||
Cash Paid in excess of fair value for private warrants |
— | — | — | |||||||||||||||||
Forfeiture of Founder Shares |
( |
) | ( |
) | — | — | ||||||||||||||
Accretion for Class A ordinary shares to redemption amount |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Net income |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – December 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
For the Year December 31, |
For the Period from December 22, 2020 (Inception) Through December 31, |
|||||||
2021 |
2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Formation cost paid by sponsor in exchange for issuance of founder shares |
||||||||
Change in fair value of warrant liabilities |
( |
) | ||||||
Transaction costs allocated to warrant liabilities |
||||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accrued expenses |
||||||||
Net cash used in operating activities |
$ |
( |
) |
$ |
||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash in Trust Account |
$ | ( |
) | $ | ||||
Net cash used in investing activities |
$ |
( |
) |
$ |
||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from sale of Units, net of underwriting discounts paid |
$ | $ | ||||||
Proceeds from sale of Private Placement Warrants |
||||||||
Repayment of promissory note – related party |
( |
) | ||||||
Payment of offering costs |
( |
) | ||||||
Net cash provided by financing activities |
$ |
$ |
||||||
Net Change in Cash |
$ |
$ | ||||||
Cash – Beginning of period |
— | |||||||
Cash – End of period |
$ |
$ | — | |||||
Non-Cash investing and financing activities: |
||||||||
Offering costs paid through promissory note |
$ | $ | ||||||
Payment of prepaid expenses through promissory note |
$ | $ | ||||||
Deferred underwriting fee payable |
$ | $ | ||||||
Accretion for Class A ordinary shares subject to possible redemption |
$ | |||||||
Offering costs included in accrued offering costs |
$ | $ | ||||||
Offering costs paid by sponsor in exchange for issuance of founder shares |
$ | $ | ||||||
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
$ | ( |
) | |
Class A ordinary shares issuance costs |
$ | ( |
) | |
Plus: |
||||
Accretion of carrying value to redemption value |
$ | |||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ | |||
|
|
For the Year ended December 31, 2021 Class A |
For the Period December 22, 2020 through December 31, 2020 Class A |
|||||||
Basic net income per ordinary share |
||||||||
Numerator: |
||||||||
Allocation of net income, as adjusted |
$ | $ | ||||||
Denominator: |
||||||||
Basic weighted average ordinary shares outstanding |
||||||||
Basic net income per ordinary share |
$ |
$ |
||||||
Diluted net income per ordinary share |
|
|
|
|
|
|
|
|
Numerator : |
|
|
|
|
|
|
|
|
Allocation of net income, as adjuste d |
|
$ |
|
|
|
$ |
|
|
Denominator: |
|
|
|
|
|
|
|
|
Diluted weighted average ordinary shares outstanding |
|
|
|
|
|
|
|
|
Diluted net income per ordinary shar e |
|
$ |
|
|
|
$ |
|
|
For the Year ended December 31, 2021 Class B |
For the Period December 22, 2020 through December 31, 2020 Class B |
|||||||
Basic net income per ordinary share |
||||||||
Numerator: |
||||||||
Allocation of net income, as adjusted |
$ | $ | ( |
) | ||||
Denominator: |
||||||||
Basic weighted average ordinary shares outstanding |
||||||||
Basic net income per ordinary share |
$ |
$ |
||||||
Diluted net income per ordinary share |
||||||||
Numerator: |
||||||||
Allocation of net income, as adjusted |
$ | $ | ( |
) | ||||
Denominator: |
||||||||
Diluted weighted average ordinary shares outstanding |
||||||||
Diluted net income per ordinary share |
$ |
$ |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $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 |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $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 |
• | if the closing price of the Class A ordinary shares for any |
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 our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description | Level |
December 31, 2021 |
||||||
Liabilities: |
||||||||
Warrant Liabilities – Public Warrants |
1 | $ | ||||||
Warrant Liabilities – Private Placement Warrants |
2 | $ |
Input |
March 4, 2021 (Initial) |
|||
Risk-free interest rate |
% | |||
Expected Term (Years) |
||||
Expected volatility |
% | |||
Exercise price |
$ | |||
Unit Price |
$ |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of January 1, 2021 |
$ | $ | $ | |||||||||
Initial measurement on March 4, 2021 (IPO) |
||||||||||||
Initial measurement on March 5, 2021 (Over allotment) |
||||||||||||
Change in fair value |
( |
) | ( |
) | ||||||||
Transfer to Level 1 |
– | ( |
) ) |
( |
) | |||||||
Transfer to Level 2 |
|
|
( |
) | |
|
– |
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2021 |
$ | $ | $ | |||||||||
|
|
|
|
|
|