DHCAU DHC Acquisition Corporation

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Submission of Matters to a Vote of Security Holders.

1.  A proposal to, as an ordinary resolution, approve the transactions contemplated under the Business Combination Agreement and Plan of Reorganization, dated as of September 7, 2023 (the “Business Combination Agreement”), by and among DHC, BEN Merger Subsidiary Corp., a Delaware corporation and direct wholly owned subsidiary of DHC, BEN, and DHC Sponsor, LLC a Delaware limited liability company;

2.  A proposal to, as a special resolution, approve the change of DHC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware;

3.  A proposal to, as a special resolution, approve the amendment and restatement of DHC’s current Amended and Restated Memorandum and Articles of Association (the “Current Charter”) by its deletion and replacement in its entirety with the proposed new certificate of incorporation of Brand Engagement Network Inc., the post-Domestication company (“New BEN”);

4A. A proposal to, as an ordinary resolution, modify the authorized share capital of DHC from (i) 500,000,000 DHC Class A Shares, par value $0.0001 per share, 50,000,000 DHC Class B Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share, to (ii) 750,000,000 shares of New BEN Common Stock, par value $0.0001 per share and 10,000,000 shares of New BEN Preferred Stock, par value $0.0001 per share (“New BEN Preferred Stock”);

4B. A proposal to, as an ordinary resolution, authorize the New BEN Board to issue any or all shares of New BEN Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New BEN Board and as may be permitted by the Delaware General Corporation Law;

4C. A proposal to, as an ordinary resolution adopt the Court of Chancery of the State of Delaware as the exclusive forum for certain shareholder litigation and the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless New BEN consents in writing to the selection of an alternative forum;

4D. A proposal to, as an ordinary resolution, approve the requirement that any action required or permitted to be taken by the shareholders of New BEN must be effected at a duly called annual or special meeting of shareholders of New BEN and may not be effected by any written consent by such shareholders;

4E.  A proposal to, as an ordinary resolution, approve the requirement that, subject to the rights of holders of preferred stock of BEN, any director or the entire New BEN Board may be removed from office at any time only by the affirmative vote of the holders of at least fifty percent (50%) of the voting power of all the then-outstanding shares of the capital stock of New BEN entitled to vote thereon, voting together as a single class;

4F.  A proposal to, as an ordinary resolution, approve that the Proposed Charter of New BEN may be amended by shareholders in accordance with the voting standards set forth in Article IX of the Proposed Charter and the Bylaws of New BEN may be amended by shareholders in accordance with the voting standards set forth in Article 13 of the Bylaws;

4G. A proposal to, as an ordinary resolution, approve that the removal provisions in DHC’S Current Charter related to DHC’S status as a blank check company that will no longer apply upon the consummation of the Business Combination be approved;

5.  A proposal to, as an ordinary resolution of DHC’s Class B Ordinary Shares, approve, effective as of the consummation of the Business Combination, of the election of six directors to serve on the New BEN Board until their respective successors are duly elected and qualified;

Michael Zacharski

Tyler J. Luck

Bernard Puckett

Christopher Gaertner

Jon Leibowitz

Janine Grasso

6.  A proposal to, as an ordinary resolution, approve and adopt the New BEN 2023 Long-Term Incentive Plan, to be effective upon the consummation of the Business Combination;

7.  A proposal to, as an ordinary resolution, approve for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of New BEN Common Stock issuable pursuant to the Subscription Agreement, a copy of which is attached to the proxy statement/prospectus as Annex G, and the Reseller Agreement, a copy of which is attached to the proxy statement/prospectus as Annex F, to the extent such issuance would require a stockholder vote under Nasdaq Listing Rule 5635(d);

Other Events.

/s/ Chris Gaertner