Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
As previously reported, on January 11, 2024, DHC Acquisition Corp (the Company) received a notice (the Annual
Meeting Notice) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended
December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company had 45 calendar days (or until February 26, 2024) to submit a plan to regain compliance. In
accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company submitted a plan to regain compliance on February 26, 2024. If Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until
June 28, 2024, to regain compliance.
On March 5, 2024, the Company received a notice (the Deadline Notice) from the staff of the
Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the Panel) by March 12, 2024, trading of the Companys securities on The Nasdaq Capital
Market would be suspended at the opening of business on March 14, 2024, due to the Companys non-compliance with Nasdaq
IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO
registration statement. The Company intends to timely request a hearing before the Panel to request sufficient time to complete the Companys previously disclosed proposed business combination (the Business Combination) with Brand
Engagement Network Inc., a Wyoming corporation (BEN). In addition, the Deadline Notice indicated that the Company should be prepared to address the concerns raised in the Annual Meeting Notice in its hearing before the Panel related to
the Deadline Notice. The hearing request will result in a stay of any suspension or delisting action pending the outcome of the hearing. There can be no assurance that the Company will be able to satisfy Nasdaqs continued listing requirements,
regain compliance with Nasdaq IM-5101-2 or Nasdaq Listing Rule 5620(a), and maintain compliance with other Nasdaq listing requirements. While request for a hearing
before the Panel is pending, the Companys securities will continue to trade on Nasdaq.
The Company expects that its non-compliance with Nasdaq
IM-5101-2 will be resolved upon closing of the Business Combination.
No Offer or Solicitation
This Current Report on Form 8-K relates to the Business Combination. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities of BEN or DHC or a solicitation of any vote or approval. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts, and involve risks and uncertainties that could cause actual results of DHC and BEN to differ materially from
those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words believes, estimates, anticipates,
expects, intends, plans, may, will, potential, projects, predicts, continue, or should, or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include, without limitation, statements regarding DHCs ability to enter into definitive agreements or consummate a transaction with BEN and the expected
timing of completion of the Business Combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside DHCs control and are difficult to predict. Factors that may cause such differences include, but are not limited
to: the inability of the Parties to successfully or timely consummate the Business Combination; the risk that the Business Combination may not be completed by DHCs business combination deadline and the potential failure to obtain an extension
of the Business Combination deadline by DHC; failure to realize the anticipated benefits of the Business Combination; risks relating to the uncertainty of the projected financial information with respect to BEN; the occurrence of any event, change
or other circumstance that could give rise to the termination of the definitive transaction agreement; BENs history of