DHC Acquisition Corp.

11/28/2023 | Press release | Distributed by Public on 11/28/2023 05:13

Regulation FD Disclosure - Form 8-K

Item 7.01.

Regulation FD Disclosure.

Non-RedemptionAgreement

As previously disclosed, DHC Acquisition Corp, a Cayman Islands exempted company (the "Company") has called a special meeting of stockholders (the "Special Meeting") to approve, among other things an amendment to the Company's amended and restated memorandum and articles of association (the "Articles Extension") to further extend the period of time by which the Company has to consummate an initial business combination to May 4, 2024 (the "Articles Amendment Proposal").

The Company and DHC Sponsor, LLC (the "Sponsor") intend to enter into non-redemptionagreements (the "Non-RedemptionAgreements") with certain stockholders of the Company pursuant to which, if such stockholders do not redeem (or validly rescind any redemption requests on) their shares of Class A common stock (the "Non-RedeemedShares") in connection with the Special Meeting, the Sponsor will agree to transfer to such investors shares of Class A ordinary shares held by the Sponsor immediately following the consummation of an initial business combination if they continue to hold such Non-RedeemedShares through the Special Meeting. If the Articles Amendment Proposal is approved, the Sponsor has informed the Company that it expects to convert all of the Class B ordinary shares held by it into Class A ordinary shares prior to any redemptions in connection with the Articles Extension. Upon conversion of Class B ordinary shares to Class A ordinary shares, such Class A ordinary shares will not be entitled to receive funds from the trust account through redemptions or otherwise and will remain subject to the existing transfer restrictions.

The Non-RedemptionAgreements are not expected to increase the likelihood that the Articles Amendment Proposal is approved by stockholders but is expected to increase the amount of funds that remain in the Company's trust account following the Special Meeting.

NO ASSURANCES ARE MADE THAT A NON-REDEMPTIONINCENTIVE OF ANY KIND WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTIONINCENTIVE MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.

The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.