DHCA SEC filings, in plain English
Everything DHC Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 10 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Brand Engagement Network Inc. (BNAI) reported the cash exercise of previously issued warrants on August 27, 2026. BEN Capital Fund I, LLC exercised warrants resulting in the issuance of 15,138 shares of common stock and aggregate cash proceeds of $259,125.60. Specifically, 15,126 shares were issued at an exercise price of $17.10 per share, and 12 shares were issued at an exercise price of $39.25 per share. The filing states that following these issuances, none of the exercised warrants remain outstanding. Why it matters: The document does not contain information regarding redemption deadlines, trust value, extensions, or deal progress for DHC Acquisition Corp., as the SPAC status is listed as CLOSED. The filing reports a post-combination capital transaction by the merged entity, BNAI, rather than SPAC-specific structural events. The claims regarding the number of shares, exercise prices, and proceeds are attributed to Brand Engagement Network Inc. as stated in Item 8.01 of the 8-K filed by CEO Tyler Luck.
What changed: Brand Engagement Network Inc. (Nasdaq: BNAI) reported under Item 2.02 that on August 14, 2026 it issued a press release announcing its financial results for the three and six months ended June 30, 2026 and the filing of its Form 10-Q for that period. The press release is furnished as Exhibit 99.1 and is expressly not deemed filed for Section 18 purposes; none of the figures it reports appear in this document. Why it matters: The 8-K records only that results were announced — the numbers themselves are in the furnished exhibit and in the separately filed 10-Q, and furnished results carry no Section 18 liability.
What changed: The 10-Q filed under Commission file number 001-40130 is that of Brand Engagement Network Inc. (Nasdaq: BNAI) for the quarter ended June 30, 2026. The cover states that as of August 14, 2026 there were 7,488,046 shares of common stock and 1,644,096 public warrants outstanding, after giving effect to the 1-for-10 reverse stock split of December 12, 2025, each warrant carrying the right to acquire one share at an exercise price of $115.00. The Section 12(b) registered-securities table on the same cover describes the same warrants as exercisable for one share at $11.50. Why it matters: The cover of this filing gives two different exercise prices for the same warrant — $11.50 in the registered-securities table and $115.00 in the outstanding-securities paragraph — and only the second reflects the 1-for-10 split. A reader pricing the warrant from the registered-securities table alone would be off by a factor of ten. The condensed financial statements are not in the portion read here.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause …“AFG Companies Inc. (“AFG”). The Company’s current liquidity position raises substantial doubt about the Company’s ability to continue as a going concern. The Company will need to raise additional capital to continue to fund operations”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 8-K of Brand Engagement Network Inc. Item 2.02 (results of operations and financial condition): on July 27, 2026 the Company issued a press release announcing that the operations acquired through its June 30, 2026 acquisition of Cataneo GmbH generated approximately $5.3 million in US dollars of revenue for the first half of 2026, according to preliminary unaudited information. The release is furnished as Exhibit 99.1, titled Revenue Scale Update, and the Item 2.02 information is not deemed filed for Section 18 purposes. Signed by CEO Tyler Luck. Why it matters: The figure is described as preliminary and unaudited and covers a six-month period that ended on the day the acquisition closed, so almost none of it was earned under the Company's ownership. It is a statement about the acquired business's scale, not about the registrant's reported revenue, and the report gives no comparative and no share of it attributable to the post-closing period.
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.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause …“AFG Companies Inc. (“AFG”). The Company’s current liquidity position raises substantial doubt about the Company’s ability to continue as a going concern. The Company believes that its existing cash and cash equivalents and proceeds”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2025-03-31mandate language changed
mandate language, going-concern doubt1 moved · 1 with no prior record of ours
- Mandate language
- We intend to target key customers in the healthcare industry…We intend to target partners and customers whose offerings c…
- Going-concern doubt
- stated · unchanged
The clause …“to fund our operations after the current cash resources are exhausted raises substantial doubt about our ability to continue as a going concern. Our management concluded that our recurring losses from operations, and the fact that we”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.