SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Gaertner Christopher

(Last) (First) (Middle)
C/O DHC ACQUISITION CORP.
535 SILICON DRIVE, SUITE 100

(Street)
SOUTHLAKE TX 76092

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2021
3. Issuer Name and Ticker or Trading Symbol
DHC Acquisition Corp. [ DHCA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-CEO and CFO
5. If Amendment, Date of Original Filed (Month/Day/Year)
03/01/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares (1) (1) Class A ordinary shares 8,625,000(2) (1) I By DHC Sponsor, LLC(3)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-252891) under the heading "Description of Securities", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
2. The Class B ordinary shares beneficially owned by the reporting person include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
3. The securities reported herein are held by DHC Sponsor, LLC (the "Sponsor"). The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
This form 3/A is being filed to amend the Form 3 filed with the Securities and Exchange Commission on March 1, 2021. The total number of shares underlying the derivative security should have been 8,625,000 instead of the previously reported 7,187,500 to reflect a share capitalization that took place on March 1, 2021. In addition, the total number of shares subject to forfeiture in footnote (2) should have been 1,125,000 instead of 937,500 for the same reason stated above.
/s/ Sean Michael Pinckney, Attorney-in-Fact 03/02/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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