Item 1.01 Entry into Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference
into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on July 25, 2022, DHC Acquisition Corp ("DHC"), a blank
check company incorporated as a Cayman Islands exempted company, entered into a
Business Combination Agreement and Plan of Reorganization (the "Business
Combination Agreement") by and among DHC, Glory Merger Subsidiary Corp., a
Delaware corporation and a direct wholly owned subsidiary of DHC ("Merger Sub")
and With Purpose, Inc. (d/b/a GloriFi, Inc.) a Delaware corporation ("GloriFi").
On January 26, 2023, DHC sent GloriFi written notice that DHC had terminated the
Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f)
the Business Combination Agreement. DHC's decision to terminate the Business
Combination Agreement took into account the fact that GloriFi publicly announced
that GloriFi was winding down its operations and closing its digital banking
platform and other products.
As a result of the termination of the Business Combination Agreement, each of
the Ancillary Agreements (as defined in the Business Combination Agreement) were
terminated.
DHC intends to consider other acquisition opportunities, while recognizing
existing market conditions and the limited remaining time for DHC to consummate
a business combination, which must occur by March 4, 2023.
For a description of the Business Combination Agreement, please refer to the
Current Report on Form 8-K filed by DHC on July 25, 2023.
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