| ☒ | QUARTERLY 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 |
Cayman Islands | 98-1574798 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-third of one redeemable warrant | DHCAU | The Nasdaq Stock Market LLC | ||
Class A ordinary shares included as part of the units | DHCA | The Nasdaq Stock Market LLC | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | DHCAW | The Nasdaq Stock Market LLC |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
DHC ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022MARCH 31, 2023
TABLE OF CONTENTS
| Page | ||||
| 1 | ||||
| 2 | ||||
| 3 | ||||
| 4 | ||||
Notes to Unaudited Condensed Consolidated Financial Statements | 5 | |||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ||||
September 30, | December 31, | March 31, | December 31, | |||||||||||||
2022 | 2021 | 2023 | 2022 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
ASSETS | ||||||||||||||||
Current assets | ||||||||||||||||
Cash | $ | 349,447 | $ | 861,474 | $ | 153,346 | $ | 212,608 | ||||||||
Due from Sponsor | 1,500 | — | 1,500 | 1,500 | ||||||||||||
Prepaid expenses and other assets | 686,130 | 388,666 | 52,500 | 61,530 | ||||||||||||
Total Current Assets | 1,037,077 | 1,250,140 | 207,346 | 275,638 | ||||||||||||
| Trust Account Receivable | 887,555 | — | ||||||||||||||
Cash and investments held in Trust Account | 311,295,520 | 309,450,720 | 47,215,722 | 313,913,217 | ||||||||||||
TOTAL ASSETS | $ | 312,332,597 | $ | 310,700,860 | $ | 48,310,623 | $ | 314,188,855 | ||||||||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | ||||||||||||||||
Current liabilities | ||||||||||||||||
Accounts payable and accrued expenses | $ | 5,378,136 | $ | 1,024,627 | $ | 5,637,050 | $ | 5,440,933 | ||||||||
| Related party advance | 50,000 | — | ||||||||||||||
Total Current Liabilities | 5,378,136 | 1,024,627 | 5,687,050 | 5,440,933 | ||||||||||||
Warrant liabilities | 1,644,103 | 8,299,434 | 547,486 | 164,410 | ||||||||||||
Deferred underwriting fee payable | 10,830,775 | 10,830,775 | 10,830,775 | 10,830,775 | ||||||||||||
Total Liabilities | 17,853,014 | 20,154,836 | 17,065,311 | 16,436,118 | ||||||||||||
Commitments and Contingencies | ||||||||||||||||
Class A ordinary shares subject to possible redemption; 30,945,072 shares at a redemption value of $10.05 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively | 311,295,520 | 309,450,720 | ||||||||||||||
| Class A ordinary shares subject to possible redemption; 4,646,574 and 30,945,072 shares at a redemption value of $10.35 and $10.14 per share at March 31, 2023 and December 31, 2022, respectively | 48,103,277 | 313,913,217 | ||||||||||||||
Shareholders’ Deficit | ||||||||||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | — | — | — | — | ||||||||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 30,945,072 shares subject to possible redemption at September 30, 2022 and December 31, 2021) | — | — | ||||||||||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,736,268 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 774 | 774 | ||||||||||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 4,646,574 and 30,945,072 shares subject to possible redemption at March 31, 2023 and December 31, 2022) | — | — | ||||||||||||||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,736,268 shares issued and outstanding at March 31, 2023 and December 31, 2022 | 774 | 774 | ||||||||||||||
Additional paid-in capital | — | — | — | — | ||||||||||||
Accumulated deficit | (16,816,711 | ) | (18,905,470 | ) | (16,858,739 | ) | (16,161,254 | ) | ||||||||
Total Shareholders’ Deficit | (16,815,937 | ) | (18,904,696 | ) | (16,857,965 | ) | (16,160,480 | ) | ||||||||
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | $ | 312,332,597 | $ | 310,700,860 | $ | 48,310,623 | $ | 314,188,855 | ||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Operating and formation costs | $ | 2,620,236 | $ | 549,272 | $ | 4,566,572 | $ | 1,461,885 | ||||||||
Loss from operations | (2,620,236 | ) | (549,272 | ) | (4,566,572 | ) | (1,461,885 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Change in fair value of warrant liabilities | (442,264 | ) | 5,322,390 | 6,655,331 | 4,767,900 | |||||||||||
Transaction costs allocable to warrant liabilities | — | — | — | (586,339 | ) | |||||||||||
Interest earned on investments held in the Trust Account | 1,396,729 | — | 1,844,800 | — | ||||||||||||
Other income (expense), net | 954,465 | 5,322,390 | 8,500,131 | 4,181,561 | ||||||||||||
Net (loss) income | $ | (1,665,771 | ) | $ | 4,773,118 | $ | 3,933,559 | $ | 2,719,676 | |||||||
Weighted average shares outstanding of Class A ordinary shares | 30,945,072 | 30,945,072 | 30,945,072 | 23,913,792 | ||||||||||||
Basic and diluted net (loss) income per share, Class A ordinary shares | $ | (0.04 | ) | $ | 0.12 | $ | 0.10 | $ | 0.09 | |||||||
Weighted average shares outstanding of Class B ordinary shares | 7,736,268 | 7,736,268 | 7,736,268 | 7,681,745 | ||||||||||||
Basic and diluted net (loss) income per share, Class B ordinary shares | $ | (0.04 | ) | $ | 0.12 | $ | 0.10 | $ | 0.09 | |||||||
For the Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
| Operating and formation costs | $ | 314,409 | $ | 1,702,762 | ||||
Loss from operations | (314,409 | ) | (1,702,762 | ) | ||||
| Other income (expense): | ||||||||
| Change in fair value of warrant liabilities | (383,076 | ) | 4,503,199 | |||||
| Interest earned on cash and investments held in the Trust Account | 2,775,554 | 30,209 | ||||||
| Other income (expense), net | 2,392,478 | 4,533,408 | ||||||
Net income | $ | 2,078,069 | $ | 2,830,646 | ||||
| Weighted average shares outstanding of Class A ordinary shares | 26,512,741 | 30,945,072 | ||||||
Basic and diluted net income per share, Class A ordinary shares | $ | 0.06 | $ | 0.07 | ||||
| Weighted average shares outstanding of Class B ordinary shares | 7,736,268 | 7,736,268 | ||||||
Basic and diluted net income per share, Class B ordinary shares | $ | 0.06 | $ | 0.07 | ||||
Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance — January 1, 2022 | 7,736,268 | $ | 774 | $ | — | $ | (18,905,470 | ) | $ | (18,904,696 | ) | |||||||||
Net income | — | — | — | 2,830,646 | 2,830,646 | |||||||||||||||
Balance — March 31, 2022 (unaudited) | 7,736,268 | 774 | — | (16,074,824 | ) | (16,074,050 | ) | |||||||||||||
Accr e tion for Class A ordinary shares to redemption amount | — | — | — | (448,071 | ) | (448,071 | ) | |||||||||||||
Net income | — | — | — | 2,768,684 | 2,768,684 | |||||||||||||||
Balance — June 30, 2022 (unaudited) | 7,736,268 | 774 | — | (13,754,211 | ) | (13,753,437 | ) | |||||||||||||
Accretion for Class A ordinary shares to redemption amount | — | — | — | (1,396,729 | ) | (1,396,729 | ) | |||||||||||||
Net loss | — | — | — | (1,665,771 | ) | (1,665,771 | ) | |||||||||||||
Balance — September 30, 2022 (unaudited) | 7,736,268 | $ | 774 | $ | — | $ | (16,816,711 | ) | $ | (16,815,937 | ) | |||||||||
Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance — January 1, 202 3 | 7,736,268 | $ | 774 | $ | — | $ | (16,161,254 | ) | $ | (16,160,480 | ) | |||||||||
| Shareholder non redemption agreement | — | — | (744,274 | ) | — | (744,274 | ) | |||||||||||||
| Contribution by Sponsor | — | — | 744,274 | — | 744,274 | |||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | (2,775,554 | ) | (2,775,554 | ) | |||||||||||||
| Net income | — | — | — | 2,078,069 | 2,078,069 | |||||||||||||||
Balance — March 31, 2023 (unaudited) | 7,736,268 | $ | 774 | $ | — | $ | (16,858,739 | ) | $ | (16,857,965 | ) | |||||||||
Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity (Deficit) | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance — January 1, 2021 | 8,625,000 | $ | 863 | $ | 24,137 | $ | (5,000 | ) | $ | 20,000 | ||||||||||
Cash paid in excess of fair value for private warrants | — | — | 3,133,522 | — | 3,133,522 | |||||||||||||||
Forfeiture of Founder Shares | (888,732 | ) | (89 | ) | 89 | — | — | |||||||||||||
Accretion for Class A ordinary shares to redemption amount | — | — | (3,157,748 | ) | (23,978,390 | ) | (27,136,138 | ) | ||||||||||||
Net loss | — | — | — | (1,403,996 | ) | (1,403,996 | ) | |||||||||||||
Balance — March 31, 2021 (unaudited) | 7,736,268 | 774 | — | (25,387,386 | ) | (25,386,612 | ) | |||||||||||||
Net loss | — | — | — | (649,446 | ) | (649,446 | ) | |||||||||||||
Balance — June 30, 2021 (unaudited) | 7,736,268 | 774 | — | (26,036,832 | ) | (26,036,058 | ) | |||||||||||||
Net income | — | — | — | 4,773,118 | 4,773,118 | |||||||||||||||
Balance — September 30, 2021 (unaudited) | 7,736,268 | $ | 774 | $ | — | $ | (21,263,714 | ) | $ | (21,262,940 | ) | |||||||||
Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance — January 1, 2022 | 7,736,268 | $ | 774 | $ | — | $ | (18,905,470 | ) | $ | (18,904,696 | ) | |||||||||
| Net income | — | — | — | 2,830,646 | 2,830,646 | |||||||||||||||
Balance — March 31, 2022 (unaudited) | 7,736,268 | $ | 774 | $ | — | $ | (16,074,824 | ) | $ | (16,074,050 | ) | |||||||||
Nine Months Ended September 30, | ||||||||
2022 | 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 3,933,559 | $ | 2,719,676 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Interest earned on investments held in Trust Account | (1,844,800 | ) | — | |||||
Change in fair value of warrant liabilities | (6,655,331 | ) | (4,767,900 | ) | ||||
Transaction costs allocated to warrant liabilities | — | 586,339 | ||||||
Changes in operating assets and liabilities: | ||||||||
Due from Sponsor | (1,500 | ) | — | |||||
Prepaid expenses | (297,464 | ) | (528,197 | ) | ||||
Accounts payable and accrued expenses | 4,353,509 | 334,597 | ||||||
Net cash used in operating activities | (512,027 | ) | (1,655,485 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Investment of cash in Trust Account | — | (309,450,720 | ) | |||||
Net cash used in investing activities | — | (309,450,720 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from sale of Units, net of underwriting discounts paid | — | 303,261,706 | ||||||
Proceeds from sale of Private Placement Warrants | — | 9,189,015 | ||||||
Advances from related party | — | 123,780 | ||||||
Repayment of promissory note – related party | — | (171,357 | ) | |||||
Payment of offering costs | — | (317,000 | ) | |||||
Net cash provided by financing activities | — | 312,086,144 | ||||||
Net Change in Cash | (512,027 | ) | 979,939 | |||||
Cash – Beginning of period | 861,474 | — | ||||||
Cash – End of period | $ | 349,447 | $ | 979,939 | ||||
Non-cash investing and financing activities: | ||||||||
Offering costs paid through promissory note | $ | — | $ | 130,916 | ||||
Payment of prepaid expenses through promissory note | $ | — | $ | 26,800 | ||||
Deferred underwriting fee payable | $ | — | $ | 10,830,775 | ||||
Forfeiture of Founder Shares | $ | — | $ | (89 | ) | |||
For the Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Cash Flows from Operating Activities: | ||||||||
| Net income | $ | 2,078,069 | $ | 2,830,646 | ||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Interest earned on cash and investments held in Trust Account | (2,775,554 | ) | (30,209 | ) | ||||
| Change in fair value of warrant liabilities | 383,076 | (4,503,199 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 9,030 | 14,794 | ||||||
| Accounts payable and accrued expenses | 196,117 | 1,495,173 | ||||||
Net cash used in operating activities | (109,262 | ) | (192,795 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
| Trust receivable | (887,555 | ) | — | |||||
| Cash withdrawn from Trust Account in connection with redemption | 269,473,049 | — | ||||||
Net cash provided by investing activities | 268,585,494 | — | ||||||
Cash Flows from Financing Activities: | ||||||||
| Related party advance | 50,000 | — | ||||||
| Redemption of ordinary shares | (268,585,494 | ) | — | |||||
Net cash used in financing activities | (268,585,494 | ) | — | |||||
Net Change in Cash | (59,262 | ) | (192,795 | ) | ||||
| Cash – Beginning of period | 212,608 | 861,474 | ||||||
Cash – End of period | $ | 153,346 | $ | 668,679 | ||||
Gross proceeds | $ | 309,450,720 | $ | 309,450,720 | ||||
Less: | ||||||||
Proceeds allocated to Public Warrants | (10,211,874 | ) | (10,211,874 | ) | ||||
Class A ordinary shares issuance costs | (16,924,264 | ) | (16,924,264 | ) | ||||
Plus: | ||||||||
Accretion of carrying value to redemption value | 27,136,138 | 27,136,138 | ||||||
Class A ordinary shares subject to possible redemption as of December 31, 2021 | 309,450,720 | 309,450,720 | ||||||
Plus: | ||||||||
Accretion of carrying value to redemption value | 1,844,800 | 4,462,497 | ||||||
Class A ordinary shares subject to possible redemption as of September 30, 2022 | $ | 311,295,520 | ||||||
Class A ordinary shares subject to possible redemption as of December 31, 2022 | 313,913,217 | |||||||
| Less: | ||||||||
| Redemption | (268,585,494 | ) | ||||||
| Plus: | ||||||||
| Accretion of carrying value to redemption value | 2,775,554 | |||||||
Class A ordinary shares subject to possible redemption as of March 31, 2023 (unaudited) | $ | 48,103,277 | ||||||
Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | Nine Months Ended September 30, 2022 | Nine Months Ended September 30, 2021 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic and diluted net (loss) income per ordinary share | ||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||
Allocation of net (loss) income, as adjusted | $ | (1,332,617 | ) | $ | (333,154 | ) | $ | 3,818,494 | 954,624 | $ | 3,146,847 | $ | 786,712 | $ | 2,058,448 | $ | 661,228 | |||||||||||||||
Denominator: | ||||||||||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding | 30,945,072 | 7,736,268 | 30,945,072 | 7,736,268 | 30,945,072 | 7,736,268 | 23,913,792 | 7,681,745 | ||||||||||||||||||||||||
Basic and diluted net (loss) income per ordinary share | $ | (0.04 | ) | $ | (0.04 | ) | $ | 0.12 | 0.12 | $ | 0.10 | $ | 0.10 | $ | 0.09 | $ | 0.09 | |||||||||||||||
For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income, as adjusted | $ | 1,608,669 | $ | 469,400 | $ | 2,264,517 | $ | 566,129 | ||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | 26,512,741 | 7,736,268 | 30,945,072 | 7,736,268 | ||||||||||||
| Basic and diluted net income per ordinary share | $ | 0.06 | $ | 0.06 | $ | 0.07 | $ | 0.07 | ||||||||
February 28, 2023 | ||||
| Risk-free interest rate | 4.72 | % | ||
| Remaining life of SPAC | 0.68 | |||
Value in no De-SPAC scenario | $ | 0.00 | ||
| Probability of transaction | 50.00 | % | ||
| 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 an assessment of the assumptions that market participants would use in pricing the asset or liability. | |
September 30, 2022 | December 31, 2021 | March 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||
Level | Amount | Level | Amount | Level | Amount | Level | Amount | |||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Investment held in Trust Account | 1 | $ | 311,295,520 | — | $ | — | ||||||||||||||||||||||||||
| Investments held in Trust Account | 1 | $ | 47,215,722 | — | $ | 313,913,217 | ||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Warrant Liabilities – Public Warrants | 2 | $ | 1,031,502 | 1 | $ | 5,207,024 | 2 | $ | 343,490 | 1 | $ | 103,150 | ||||||||||||||||||||
Warrant Liabilities – Private Placement Warrants | 2 | $ | 612,601 | 2 | $ | 3,092,410 | 2 | $ | 203,996 | 2 | $ | 61,260 | ||||||||||||||||||||
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of January 1, 2021 | $ | — | $ | — | $ | — | ||||||
Initial measurement on March 4, 2021 (IPO) | 5,940,000 | 9,900,000 | 15,840,000 | |||||||||
Initial measurement on March 5, 2021 (Over allotment) | 124,750 | 311,874 | 436,624 | |||||||||
Change in fair value | 245,040 | 412,621 | 657,641 | |||||||||
Fair value as of March 31, 2021 | 6,309,790 | 10,624,475 | 16,934,265 | |||||||||
Change in fair value | — | (103,151 | ) | (103,151 | ) | |||||||
Transfer to Level 1 | — | (10,521,324 | ) | (10,521,324 | ) | |||||||
Fair value as of June 30, 2021 | 6,309,790 | — | 6,309,790 | |||||||||
Change in fair value | (2,021,583 | ) | — | (2,021,583 | ) | |||||||
Transfer to Level 1 | (4,288,207 | ) | — | (4,288,207 | ) | |||||||
Fair value as of September 30, 2021 | $ | — | $ | — | $ | — | ||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to DHC Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to DHC Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Such statements include, but are not limited to, possible business combinations, including our Proposed Business Combination, and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.Quarterly Report. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied.statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on December 22, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. We intend to effectuate our Business Combinationbusiness combination using cash derived from the proceeds of the Initial Public Offeringinitial public offering and the sale of the Private Placement Warrants,private placement warrants, our shares, debt or a combination of cash, shares and debt. As described in greater detail in Note 1- Description of Organization and Business Operations to the notes to the unaudited financial statements included herein under Part I, Item 1, onOn July 25, 2022, we entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), by and among the Company, Glory Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”) and With Purpose, Inc. (d/b/a GloriFi, Inc.) a Delaware corporation (“GloriFi”).
We expect to continue to incur significant costs in the pursuit of completing the Proposed Business Combination. We cannot assure you On January 26, 2023, we sent GloriFi written notice that our plans to complete the Proposed Business Combination, or any Business Combination will be successful. For more information aboutwe had terminated the Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the Proposed Business Combination with GloriFi (the “Proposed Business Combination”), see Note 1Agreement. Our decision to the accompanying condensed consolidated financial statements and our Current Report on Form 8-K filed with the SEC on July 25, 2022. Notwithstanding our current pending Business Combination Agreement, in the event that such Proposed Business Combination is not consummated for any reason in the future, we may pursue an initial business combination opportunity in any business, industry, sector or geographical location.
Business Combination Agreement
As described in greater detail in Note 1- Description of Organization and Business Operations to the notes to the unaudited financial statements included herein under Part I, Item 1, on July 25, 2022, we entered into the “Business Combination Agreement. For more information aboutterminate the Business Combination Agreement took into account the fact that GloriFi had previously publicly announced that GloriFi was winding down its operations and closing its digital banking platform and other products.
On March 3, 2023, we held an extraordinary general meeting (the “Extension Meeting”) to vote on a number of proposals, including a proposal to approve an amendment to our amended and restated memorandum and articles of association to (i) extend the Proposed Business Combination with GloriFidate by which we have to consummate a business combination from March 4, 2023 to December 4, 2023 (the “Proposed Business Combination”“Combination Period”), see Note 1 to the accompanying condensed consolidated financial statements and. The proposal was approved by our Current Report on Form 8-K filedshareholders. In connection with the SEC on July 25, 2022. Unless specifically stated, this Quarterly Report does not give effect toExtension Meeting, the Proposed Business Combination and does not contain the risks associated with the Proposed Business Combination. The consummationholders of 26,298,498 Class A ordinary shares of the Proposed Business Combination is subjectCompany (the “Redeeming Shareholders”) properly exercised their right to certain conditions as further described in the Business Combination Agreement. Notwithstandingredeem their Class A ordinary shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of approximately $269,585,000. This could adversely impact our current Proposed Business Combination, in the event that such Business Combination Agreement is not consummated for any reason in the future, we may pursue an initialability to consummate a business combination opportunity in any business, industry, sector or geographical location.within the Combination Period.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities through September 30, 2022March 31, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination, including in connection with the Proposed Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2022,March 31, 2023, we had a net lossincome of $1,665,771,$2,078,069, which consists of the operating and formation costs of $2,620,236 and change in fair value of warrant liabilities of $442,264, offset by interest earned on investments held in the Trust Account of $1,396,729.$2,775,554, offset by the operating and formation costs of $314,409 and change in fair value of warrant liabilities of $383,076.
For the ninethree months ended September 30,March 31, 2022, we had a net income of $3,933,559,$2,830,646, which consists of the change in fair value of warrant liabilities of $6,655,331,$4,503,199 and interest earned on investments held in the Trust Account of $1,844,800,$30,209, offset by operating and formation costs of $4,566,572.
For the three months ended September 30, 2021, we had a net income of $4,773,118, which consists of the change in fair value of warrant liabilities of $5,322,390, offset by operating and formation costs of $549,272.
For the nine months ended September 30, 2021, we had a net income of $2,719,696, which consists of the change in fair value of warrant liabilities of $4,767,900, offset by operating and formation costs of $1,461,885 and transaction costs allocated to warrant liabilities of $586,339.$1,702,762.
Liquidity and Capital Resources
On March 4, 2021, we consummated the Initial Public Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $9,000,000.
On March 5, 2021, the underwriters of our initial public offering partially exercised their over-allotment option, and we consummated the sale of an additional 945,072 Units at a price of $10.00 per Unit, generating total gross proceeds of $9,450,720. In addition, we also consummated the sale of an additional 126,010 private placement warrants at $1.50 per private warrant, generating total gross proceeds of $189,015.
Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the private placement warrants, a total of $309,450,720 was placed in the Trust Account. We incurred $17,501,346 in Initial Public Offering related costs, including $6,189,014 of underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other costs.
For the ninethree months ended September 30, 2022,March 31, 2023, cash used in operating activities was $512,027.$109,262. Net income of $3,933,559$2,078,069 was affected by change in fair value of warrant liabilities of $6,655,331$383,076 and interest earned on investments held in the Trust Account of $1,844,800.$2,775,554. Changes in operating assets and liabilities provided $4,054,545$205,147 of cash for operating activities.
For the ninethree months ended September 30, 2021,March 31, 2022, cash used in operating activities was $1,655,485.$192,795. Net income of $2,719,676$2,830,646 was affected by change in fair value of warrant liability of $4,767,900 and transaction costs allocated to warrant liabilities of $586,339.$4,503,199 and interest earned on investments held in the Trust Account of $30,209. Changes in operating assets and liabilities used $193,600provided $1,509,967 of cash for operating activities.
As of September 30, 2022,March 31, 2023, we had investments held in the Trust Account of $311,295,520.$47,215,722. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination,business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. On March 3, 2023, we held the Extension Meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a business combination. In connection with that vote, the Redeeming Shareholders properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $268,585,000.
In connection with the Extension Meeting, due to a clerical error by the trustee of the Trust Account, the Redeeming Shareholders were overpaid approximately $0.03 per Class A ordinary share that was redeemed, for an aggregate total overpayment amount of approximately $887,555 (the “Overpayment Amount”). The Company is in process of collecting the Overpayment Amount and currently expects to fully recover the total Overpayment Amount.
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As of September 30, 2022,March 31, 2023, we had cash of $349,447. If we do not complete the Proposed Business Combination, then we$153,346. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination (which we currently anticipate will be the Proposed Business Combination).business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we will repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASU2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until MarchDecember 4, 2023, to consummate a Business Combination.business combination. It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after MarchDecember 4, 2023.
Based on the foregoing, management has determined that we do not have sufficient liquidity to meet our anticipated obligations for at least twelve months after the financial statements are available to be issued, as such, the events and circumstances raise substantial doubt about our ability to continue as a going concern, as discussed further below. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about our ability to continue as a going concern.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022.March 31, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of one of our Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative services. We began incurring these fees on March 4, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
The underwriters of our initial public offer are entitled to a deferred fee of $0.35 per unit, or $10,830,775 in the aggregate. The deferred fee will become payable to the underwriters of our initial public offering from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Warrant Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. We account for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited condensed consolidated statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date.
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Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensed consolidated balance sheets.
Net (Loss) Income Per Ordinary Share
Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. We apply the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2022.March 31, 2023.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022.March 31, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.not effective due to its review and approval procedures for the quartely financial statements.
Management intends to enhance our review and approval procedures for the quartely financial statements, including through enhanced analyses by our personnel and third-party professionals. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2022March 31, 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
NoneNone.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K for the period ended December 31, 2021,2022, which was filed with the SEC on March 11, 202230, 2023 (our “Annual Report”) and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2022 (our “Q1 Quarterly Report) and June 30, 2022 (our “Q2 Quarterly Report” and together with our Q1 Quarterly Report, our “Quarterly Reports”), which were filed with the SEC on May 13, 2022 and August 15, 2022, respectively.. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K and our Q1 Quarterly Report filed with the SEC. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our Annual Report Q1 Quarterly Report and other reports we file with, or furnish to, the SEC. There have been no material changes in our risk factors since such filings, except for the following:filings.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. In addition, we are subject to tax laws and regulations enacted by national, regional and local governments, those laws and regulations and their interpretation and application may also change from time to time and those changes or our failure to comply with any applicable laws or regulations, as interpreted or applied, could have a material adverse impact on our business, including our ability to negotiate and complete our initial business combination, investments and results of operations.
Additionally, on March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On March 4, 2021, we consummated the Initial Public Offering of 30,000,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $300,000,000. Citigroup Global Markets Inc. acted as sole book-running manager and Drexel Hamilton, LLC and Roberts & Ryan Investments, Inc. acted as co-managers, of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on FormS-1 (No.333-252891). The SEC declared the registration statements effective on March 1, 2021.
Simultaneous with the consummation of the Initial Public Offering, the Sponsor consummated the private placement of an aggregate of 6,000,000 Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $9,000,000. Each whole Private Warrant is exercisable to purchase one ordinary share at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in the sale of an additional 945,072 Units for gross proceeds of $9,450,720, less the underwriters’ discount of $189,014. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account.
Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Warrants, an aggregate of $309,450,720 was placed in the Trust Account.
We paid a total of $6,189,014 in underwriting discounts and commissions and $481,557 for other costs and expenses related to the Initial Public Offering.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
NoneNone.
Item 4. Mine Safety Disclosures
NoneNone.
Item 5. Other Information
NoneNone.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished herewith |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DHC ACQUISITION CORP. | ||||||
| Date: | By: | /s/ Christopher Gaertner | ||||
| Name: | Christopher Gaertner | |||||
| Title: | Co-Chief Executive Officer | |||||
| (Principal Executive Officer) | ||||||
| Date: | By: | /s/ Christopher Gaertner | ||||
| Name: | Christopher Gaertner | |||||
| Title: | Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||
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