DHC Acquisition Corp.

A company running with an acting rather than permanent chief executive, having lost two directors in a single month, is asking holders to hand the board unilateral discretion over a reverse split ratio - the governance capacity to exercise that discretion well is exactly what is in question. The December 29, 2025 target effective date shows the listing pressure is immediate. The DHC trust was released at the de-SPAC, so no cash floor remains.

The sequencing is unusual and matters for anyone weighing redemption: the Domestication happens prior to, but no earlier than the day preceding, the closing date, and only after DHC shareholders have exercised their redemption rights — so a holder redeems as a Cayman shareholder before the vehicle becomes a Delaware corporation. On the Domestication each Class A share and each Class B share of $0.0001 par value converts into one share of New BEN common stock, so the founder block converts one-for-one into the single post-closing class.

Both the hour and the date of the extraordinary general meeting are printed as blanks, so this version carries no vote or redemption deadline. The cover page does not state how many shares are being registered either, which leaves the dilution unquantified at the third amendment. One detail a holder should note: for the purposes of DHC's Current Charter the physical place of the meeting is deemed to be Cooley LLP's New York offices even though shareholders cannot attend in person, which is how the Cayman constitutional requirement is satisfied.

The order is stated explicitly and it favours the holder: the Domestication happens prior to — but no earlier than the day preceding — the closing of the Merger, and only FOLLOWING the exercise of DHC shareholders' redemption rights. A holder therefore redeems as a Cayman shareholder before the vehicle changes jurisdiction. At the Domestication each DHC Class A share and each DHC Class B share converts into one share of New BEN common stock, so the two classes collapse into a single class rather than the sponsor keeping a separate one. The meeting date and time are left blank.

The sequencing is stated precisely and it matters: the Domestication happens before the merger closes but no earlier than the day before, and only after DHC shareholders have exercised their redemption rights — so a holder redeems as a Cayman shareholder and the Delaware entity begins life with the redemption already settled. Both DHC Class A and Class B shares convert one-for-one into a single class of New BEN common stock of $0.0001 par value, collapsing the founder and public classes together. The Sponsor is a signatory to the business combination agreement, not merely a supporter of it.

The sequencing is stated precisely: the Domestication happens before the merger closes but no earlier than the day before, and only after DHC shareholders have exercised their redemption rights — a holder therefore redeems as a Cayman shareholder, and the Delaware entity begins life with the redemption already settled. Both DHC Class A and Class B shares convert one-for-one into a single class of New BEN common stock of $0.0001 par value, collapsing the founder and public classes together. No registered share count appears on this first version's cover.

What changed: 8-K of Brand Engagement Network, Inc. Item 3.02 (unregistered sales of equity securities): on July 21, 2026 the Company entered a Conversion Agreement with BEN Capital Fund I, LLC converting $53,150 of outstanding advances into 4,011 common shares at $13.25, the 10-day closing average price on Nasdaq ending July 20, 2026, in reliance on Section 4(a)(2). It also issued shares between July 1 and July 22, 2026 on a Stock Purchase Agreement exercise and on warrant exercises by shareholders. Why it matters: Item 7.01 gives a capital update: approximately $460,867.30 of gross proceeds from equity issuances and warrant exercises and about $328,150 of obligations converted to equity, which the Company calls a total balance sheet improvement of approximately $789,017.30. Included is $275,000 of deferred compensation for CEO Tyler Luck taken in 20,754 shares at $13.25 issued to October 3d Holdings, LLC, described as $150,000 for calendar year 2025 plus $125,000 for September 14, 2025 to June 1, 2026, two periods that overlap as written.

What changed: Brand Engagement Network Inc., the DHC Acquisition Corp. successor, appointed Christian Unterseer to its board effective July 1, 2026 in connection with its previously announced acquisition of Cataneo GmbH. Unterseer founded Cataneo in September 2002 and built it into an enterprise platform serving media organisations internationally; he previously ran Home Shopping Europe UK and held a scheduling role at ProSiebenSat1 Media AG. He receives equity compensation under the board policy subject to vesting, with no other arrangements or Item 404(a) transactions disclosed. Why it matters: Routine post-acquisition governance with no trust, redemption right or deadline in play for a former DHCA holder. The signal is integration rather than compensation: seating the founder of the acquired business on the buyer's board usually means the seller is taking stock and staying involved, which aligns him with the outcome but also confirms that consideration for Cataneo includes equity. The size of that equity is not disclosed here, only that his director pay follows the standard policy.

What changed: Brand Engagement Network, Inc., the DHC Acquisition Corp. successor, filed as Exhibit 10.1 an employment agreement with Tyler Luck as Chief Executive Officer. The agreement defines Good Cause to include a material breach of the agreement, or conviction, guilty plea, no contest plea or deferred adjudication for a felony or any misdemeanour involving theft or dishonesty, each subject to a ten business day cure where curable. Good Reason means a material breach by the employer, subject to ten days' written notice specifying the basis and, where curable, the actions needed to cure. Why it matters: A new CEO employment agreement follows the board appointment tied to the Cataneo acquisition, so leadership at this de-SPAC is being reset around the acquired business. The severance economics that determine what a change of control would cost shareholders sit in the compensation sections beyond the captured text, so this summary covers the termination framework rather than the pay. No trust, redemption right or deadline from the DHCA vehicle is affected.

What changed: Brand Engagement Network Inc., the successor to DHC Acquisition Corp., amended Item 2.01 of its earlier report to state that on June 30, 2026 it completed the purchase of Cataneo GmbH from Christian Unterseer, CUTV GmbH, Cuneo AG and GForce 112 GmbH. The stated aggregate price is $19.5 million: $9 million in cash and 277,190 shares of common stock at an agreed value of $37.88 per share, with 255,014 shares issued at closing and 26,400 held in escrow. Why it matters: The share figures as filed do not reconcile: the closing and escrow amounts stated here do not add up to the total the same sentence gives, so at least one of the three is wrong and the filing does not say which. A second caution: Cataneo's fiscal 2025 revenue is given as 8,636,708 with no currency named, which for a German seller should not be read as dollars without checking the agreement. The balance was funded by selling stock at $39.59, above the $37.88 consideration value.

What changed: Brand Engagement Network Inc., the successor to DHC Acquisition Corp., reported under Item 2.01 that on June 30, 2026 it completed the purchase of Cataneo GmbH from Christian Unterseer, CUTV GmbH, Cuneo AG and GForce 112 GmbH. The stated aggregate price is $19.5 million: $9 million in cash and 250,792 shares of common stock at an agreed value of $37.88 per share, subject to adjustments and offsets described in the purchase agreement. Why it matters: An amendment to this report, filed the same day under accession 0001493152-26-031371, restates the share consideration at a higher number and introduces an escrow, so the two reports of the same closing disagree and the amendment governs. The filing gives Cataneo's fiscal 2025 revenue as 8,636,708 with no currency named, which for a German seller should not be read as dollars without checking the agreement.

What changed: Items 3.02 and 7.01. Brand Engagement Network Inc. announced on June 15, 2026 its selection for the Russell 3000 and Russell 2000 indexes in the annual reconstitution, effective after the close on June 26, 2026 with trading commencing June 29, 2026. It also updated second-quarter capital activity: by June 26, 2026 it had received aggregate gross proceeds of approximately $7,363,098 from equity issuances and warrant exercises - $1,000,561 at $39.25 per share, $150,044.40 at $17.82, $4,925,000 at $39.59, $1,287,492.60 net from warrant exercises, and a debt conversion of $9,734.82 at $18.23. Why it matters: The share prices in the capital-activity list span $17.82 to $39.59 within a single quarter, so the company was issuing equity across a very wide range - a dispersion worth reconciling against the trading record before treating any single price as representative. Russell index inclusion forces passive funds to buy, which supports liquidity but is a mechanical flow rather than a business development. Liabilities also fell by approximately $376,098 through the debt conversion. Shares were issued under the Section 4(a)(2) private placement exemption.