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United States securities and exchange commission logo
January 30, 2024
Christopher Gaertner
Chief Financial Officer
DHC Acquisition Corp.
1900 West Kirkwood Blvd.
Suite 1400B
Southlake, TX 76092
Re: DHC Acquisition
Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed January 12,
2024
File No. 333-275058
Dear Christopher Gaertner:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our December 26,
2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information
Adjustments to Unaudited Pro Forma Condensed Balance Sheet, page 205
1. We note your response
to prior comment 3. Please include more of the information
included in your
response in your Footnote A and B disclosures. For example, clarify that
the common stock in
Footnote A gives effect to the Exchange Ratio and the common
stock in Footnote B is
prior to giving effect to the Exchange Ratio.
Consolidated Statements of Operations, page F-51
2. We have reviewed your
response to prior comment 4. Your response states that at the
Christopher Gaertner
FirstName LastNameChristopher Gaertner
DHC Acquisition Corp.
Comapany
January 30,NameDHC
2024 Acquisition Corp.
January
Page 2 30, 2024 Page 2
FirstName LastName
actual time of the settlements, you did not perform a valuation of
your equity, but rather a
valuation that was performed after the settlements were executed.
Please explain how you
determined how to record this transaction at the time of settlement if
you did not perform
a valuation until after the settlement. In addition, in light of the
valuation performed at
year end 2022 at $0.10 per share that was performed by the valuation
consultant, how did
you consider this valuation in a reassessment of your earlier
valuation of $0.0154.
Notes to Unaudited Condensed Consolidated Financial Statements
Note C - Acquisitions, page F-76
3. We have reviewed your response to prior comment 5. Please address the
following items:
We repeat our prior comment to explain and quantify the
significant milestones that
occurred within the Company between the 2022 valuation of $0.10
per share and the
fair value of $1.00 in 2023. In this regard, we note the Company
did not generate any
revenue and the Company appears to not have had any technology
during this time.
Given the Company had minimal operations during this time,
explain how the
valuation expert concluded that rises in valuations and
transaction prices in the
private and public markets for AI based enterprises during
impacted the valuation of
BEN.
We note your response that you do not believe the developed
technology acquired
from DM Lab is currently a research and development asset. Please
provide a more
detailed analysis on how you reached this conclusion. We note
your previous
response noted that this acquired technology was not ready for
commercialization.
Refer to ASC 805 and ASC 350-30-35-17A through 35-20.
General
4. Please provide us with any correspondence between Citi Global Markets
and DHC
Acquisition Corp. relating to the firm s resignation.
5. Please provide us with the engagement letter between DHC Acquisition
Corp and Citi
Global Markets. Please disclose any ongoing obligations of the Company
pursuant to the
engagement letter that will survive the termination of the engagement,
such as
indemnification provisions, rights of first refusal, and lockups, and
discuss the impacts of
those obligations on the Company in the registration statement.
Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at
202-551-3488 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Christopher Gaertner
DHC Acquisition Corp.
January 30, 2024
Page 3
FirstName LastNameChristopher Gaertner
Division of Corporation Finance
Comapany NameDHC Acquisition Corp.
Office of Technology
January 30, 2024 Page 3
cc: Kevin Cooper
FirstName LastName