- Transaction Expected to Provide Approximately $279 Million
in Cash Proceeds (assuming no redemptions by holders of DHC’s Class
A common shares) Which Would Enable GloriFi to Pursue Significant
Market Opportunity and Harness Trends Reshaping the U.S.
Economy.
- GloriFi Will Provide Full Financial Product Ecosystem.
GloriFi aims to empower Americans to take control of their
financial well-being by offering a comprehensive suite of financial
services including credit cards, digital banking products,
insurance, mortgage, and brokerage services. GloriFi expects to
formally launch its product platform this fall.
- Powerful Platform Built on Technology. GloriFi expects
its technology stack to provide a critical advantage versus
industry incumbents who suffer from legacy architecture. This
platform is scheduled to be built at a fraction of the cost of
industry incumbents’ annual multi-billion technology spend.
GloriFi’s tech stack is designed to allow maximum adaptability for
the next wave of tech innovation.
- True Alignment of Interests with Shareholders. 100% of
GloriFi’s current equity holders will roll their equity forward
tying their interest to future share performance.
- The Business Combination Values GloriFi at a Pro forma
Enterprise Value of Approximately $1.7 Billion.1
- Given the Summer Holiday Season, GloriFi intends to Post its
Full Investor Presentation After Labor Day.
GloriFi, a Pro-America, Mission-Driven
Technology Company That Aims to Empower Members to Put Their Money
Where Their Values Are Through a Suite of Financial Services,
Enters Into an Agreement to Become Publicly Traded via Business
Combination with DHC Acquisition Corp
With Purpose, Inc., a Delaware corporation doing business as
GloriFi (“GloriFi” or the “Company”), a pro-America, mission-driven
technology company built to empower consumers to put their money
where their values are and take control of their personal finances,
and DHC Acquisition Corp (“DHC”), a special purpose acquisition
company sponsored by former senior military leaders, today
announced that they have entered into a definitive agreement for a
business combination that would result in GloriFi becoming a
publicly listed company. Once the proposed transaction closes, the
Company will potentially trade on the Nasdaq under the requested
ticker symbol “GLRI”.
The proposed business combination would provide approximately
$279 million (assuming no redemptions by holders of DHC’s Class A
common shares) to GloriFi’s balance sheet allowing the combined
company to tap the underserved market of consumers who want to do
business with companies who share their values. At a price of
$10.00 per share, the transaction values GloriFi at a pro forma
enterprise value of approximately $1.7 billion2 and is expected to
close in the first quarter of 2023.
GloriFi was early to predict and recognize the trends that are
reshaping the U.S. economy today. For example, GloriFi believes
that significant migration away from the coasts towards the U.S.
heartland has created an underserved population with $6-8 trillion
in purchasing power. The Company believes these consumers have
taken notice that large segments of corporate America have grown
increasingly disconnected from heartland consumers. At the same
time, data shows that over 70% of these Americans believe it is
important that their financial institution share basic American
values. GloriFi is committed to providing Americans with the
opportunity to transact with an institution that shares their
values while empowering them with the data and tools needed to
achieve financial freedom.
Toby Neugebauer, GloriFi Founder & Chief Executive Officer,
said, “Consumers today overwhelmingly want to do business with
companies who share their values. We believe that this is a vastly
underserved market, and our combining unapologetically pro-America
values with what we believe is best-in-class technology provides
GloriFi with a powerful competitive advantage to lead this exciting
growth category.”
Thomas Morgan Jr., Co-Chief Executive Officer of DHC, said,
“This business combination with GloriFi fulfills our goal to find a
great company with exceptional leadership in the consumer,
financial technology and e-commerce sectors. We believe that the
GloriFi team has identified a strong market of underserved
customers across America, and they possess the battle-tested proven
leadership necessary to serve that audience with excellence and
execute their growth plans.”
Transaction Overview
The transaction has been approved unanimously by both the DHC
and GloriFi Boards of Directors. It is expected to close in the
first quarter of 2023 subject to, among other things, approval by
DHC’s shareholders, GloriFi and DHC completing financings resulting
in proceeds of at least $90 million in the aggregate as described
in the Business Combination Agreement, and other customary closing
conditions.
The transaction values the combined company, to be renamed
GloriFi upon closing, at a pro forma enterprise value of
approximately $1.7 billion2 at a price of $10.00 per share,
assuming no redemptions by holders of DHC Class A common shares.
The transaction is expected to provide up to approximately $279
million (assuming no redemptions by holders of DHC’s Class A common
shares) in capital on GloriFi’s balance sheet to execute on
management’s strategic growth initiatives.
GloriFi’s existing equity holders will roll forward 100% of
their existing shares.
Further information related to the proposed combination,
including a copy of the business combination agreement and other
important materials, will be filed by DHC in a Current Report on
Form 8-K with the U.S. Securities and Exchange Commission and
available at https://www.sec.gov/.
Advisor to GloriFi
Winston & Strawn LLP is serving as legal counsel to
GloriFi.
About GloriFi
GloriFi is a pro-freedom, pro-America, pro-capitalism technology
company that will soon offer best-in-class financial services such
as credit cards, insurance, mortgages, brokerage, and banking
products, empowering members to put their money where their values
are and preserve the Country they believe in. Members will soon be
able to download a state-of-the-art financial lifestyle app
offering personalized news, weather, market data, and insights to
help them navigate their finances and make better financial
decisions amidst a challenging economy.
About DHC
DHC Acquisition Corp. is a special purpose acquisition company
incorporated as a Cayman Islands exempted company and led by West
Point graduates and retired Army officers each with decades of
experience building, scaling, and leading teams in their respective
fields. DHC was formed for the purpose of effecting a merger, stock
purchase or similar business combination with one or more
businesses.
Forward-Looking
Statements
This press release contains certain “forward-looking statements”
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended, including certain
financial forecasts and projections. All statements other than
statements of historical fact contained in this press release,
including statements as to future results of operations and
financial position, revenue and other metrics planned products and
services, business strategy and plans, objectives of management for
future operations of GloriFi, market size and growth opportunities,
competitive position and technological and market trends, are
forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words,
including “may,” “should,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,”
“could,” “would,” “continue,” “forecast” or the negatives of these
terms or variations of them or similar expressions. All
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements.
All forward-looking statements are based upon estimates, forecasts
and assumptions that, while considered reasonable by DHC and its
management, and GloriFi and its management, as the case may be, are
inherently uncertain and many factors may cause the actual results
to differ materially from current expectations which include, but
are not limited to: 1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive merger agreement with respect to the business
combination; 2) the outcome of any legal proceedings that may be
instituted against GloriFi, DHC, the combined company or others
following the announcement of the business combination and any
definitive agreements with respect thereto; 3) the inability to
complete the business combination due to the failure to obtain
approval of the stockholders of DHC or GloriFi, or to satisfy other
conditions to closing the business combination; 4) delays in
obtaining, adverse conditions contained in, or the inability to
obtain necessary regulatory approvals or complete regulatory
reviews that adversely affect the business combination; 5) changes
to the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination; 6) the ability to meet Nasdaq’s listing
standards following the consummation of the business combination or
the expected benefits of the business combination; 7) the risk that
the business combination disrupts current plans and operations of
GloriFi as a result of the announcement and consummation of the
business combination; 8) the inability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; 9) costs related to the business
combination; 10) the ability of the GloriFi or the combine company
to successfully execute its business strategy, including launching
new product offerings and expanding information and technology
capabilities; (11) the amount of redemption requests made by DHC’s
shareholders; (12) the ability of DHC or GloriFi to issue equity or
equity-linked securities or obtain debt financing in connection
with the proposed business combination; 13) changes in applicable
laws or regulations; 14) the possibility that GloriFi or the
combined company may be adversely affected by other economic,
business and/or competitive factors; 15) GloriFi’s estimates of its
financial performance; 16) the risk that the business combination
may not be completed in a timely manner or at all, which may
adversely affect the price of DHC’s securities; 17) the risk that
the transaction may not be completed by DHC’s business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by DHC; 18) the impact of
the coronavirus disease pandemic, including any mutations or
variants thereof, and its effect on business and financial
conditions; and 19) other risks and uncertainties set forth in the
sections entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in DHC’s Annual Report on Form 10-K for
the year ended December 31, 2021, Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2022 and registration
statement on Form S-4 to be filed with the SEC, which will include
a document that serves as a prospectus and proxy statement of DHC,
referred to as a proxy statement/prospectus and other documents
filed by DHC from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Nothing in this press
release should be regarded as a representation by any person that
the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on
forward-looking statements, which speak only as of the date they
are made. Neither DHC nor GloriFi gives any assurance that either
DHC or GloriFi or the combined company will achieve its expected
results. Neither DHC nor GloriFi undertakes any duty to update
these forward-looking statements, except as otherwise required by
law.
Additional Information about the
Proposed Business Combination and Where to Find It
This press release relates to a proposed transaction between DHC
and GloriFi. DHC intends to file a registration statement on Form
S-4 with the SEC, which will include a document that serves as a
prospectus and proxy statement of DHC, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to
all DHC stockholders. DHC also will file other documents regarding
the proposed transaction with the SEC. Before making any voting
decision, investors and security holders of DHC are urged to
read the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by DHC through the website maintained by
the SEC at www.sec.gov.
The documents filed by DHC with the SEC also may be obtained
free of charge at DHC’s website at
https://www.dhcacquisition.partners/ or upon written request to 535
Silicon Drive, Suite 100, Southlake, TX 76092.
Participants in the
Solicitation
DHC and GloriFi and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from DHC’s stockholders in connection with the proposed
transactions. DHC’s stockholders and other interested persons may
obtain, without charge, more detailed information regarding the
directors and executive officers of DHC listed in DHC’s
registration statement on Form S-4, which is expected to be filed
by DHC with the SEC in connection with the business combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to DHC’s
stockholders in connection with the proposed business combination
will be set forth in the proxy statement/prospectus on Form S-4 for
the proposed business combination, which is expected to be filed by
DHC with the SEC in connection with the business combination.
No Offer or Solicitation
This communication does not constitute an offer to sell or a
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of the Securities Act, or an exemption therefrom.
1 Includes impact of DHC’s Class B shares and estimated fees and
expenses.
2 Includes impact of DHC’s Class B shares and estimated fees and
expenses.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220725005888/en/
Media
For GloriFi and DHC, please contact Stephanie Reynolds at
TrailRunner International:
Stephanie.Reynolds@TrailRunnerint.com
Investors
For investor inquiries regarding GloriFi, please contact William
Izlar: William.Izlar@GloriFi.com
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