QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING
The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked
questions about the Shareholder Meeting (as defined below) and the proposals to be presented at the Shareholder Meeting. The following questions and answers do not include all the information that is important to DHC shareholders. Shareholders are
urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposal to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting, which will be
held on [ ], 2023, at 9:00 a.m., Eastern Time. The Shareholder Meeting will be held at the offices of Cooley LLP, 55 Hudson Yards, New York, NY 10001, and via a virtual meeting, or at such other time, on such other date and at such other
place to which the meeting may be postponed or adjourned (the Shareholder Meeting). You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.[ ].
Q: Why am I receiving this proxy statement?
DHC is a blank check company incorporated as a Cayman Islands exempted company on December 22, 2020. DHC was incorporated for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.
On March 4, 2021, DHC consummated its Initial Public Offering of 30,000,000 units, at an offering price of $10.00 per unit and a private
placement with DHC Acquisition LLC of 6,000,000 private placement warrants at a price of $1.00 per warrant. On March 5, the Company consummated a partial exercise by the underwriters of the initial public offering of their over-allotment option
for 945,072 units (the Overallotment Units) and 126,010 private placement warrants (together with the private placement warrants offered and sold in our initial public offering, the Private Placement Warrants). The net
proceeds from our initial public offering and the Overallotment Units together with certain of the proceeds from the Private Placement, $309,450,720 in the aggregate, were placed in a trust account (the Trust Account) established
for the benefit of the Companys public shareholders and the underwriters of the Initial Public Offering with Continental Stock Transfer & Trust Company acting as trustee.
On March 3, 2023, DHC held an extraordinary general meeting at which its shareholders approved, by special resolution, the proposal to
amend and restate DHCs Amended and Restated Memorandum and Articles of Association to extend the date by which DHC must consummate its initial business combination from March 4, 2023 to December 4, 2023. In connection with the
Extension, a total of 186 shareholders elected to redeem an aggregate of 25,943,810 Class A Ordinary Shares, representing approximately 83.28% of the issued and outstanding Class A Ordinary Shares. As a result, an aggregate of
$266,701,252.01 (or approximately $10.28 per share) was released from the Trust Account to pay such shareholders.
On September 7,
2023, DHC entered into that certain business combination agreement and plan of reorganization (as it may be amended, supplemented or otherwise modified from time to time, the Business Combination Agreement) with Brand Engagement
Network Inc., a Wyoming corporation (BEN), BEN Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of DHC (Merger Sub), and, solely with respect to Section 7.21 and
Section 9.03 of the Business Combination Agreement, DHC Sponsor LLC, a Delaware limited liability company (the Sponsor), pursuant to which Merger Sub will merge with and into BEN (the Merger, and together with the other
transactions related thereto, the Transactions), with BEN surviving the Merger as a direct wholly owned subsidiary of DHC. In connection with the Merger, and as further described below, DHC will change its name to Brand Engagement
Network Inc.. The Merger and the other transactions contemplated by the Business Combination Agreement are collectively referred to herein as the Business Combination.
Like most blank check companies, DHCs amended and restated memorandum and articles of association (the Memorandum and Articles
of Association) provide for the return of the Initial Public Offering proceeds
5