DHC Acquisition Corp. (DHCA) merger with GloriFi (Private)

July 27th, 2022

DHC Acquisition Corp. (DHCA) to acquire GloriFi (Private) in a transaction valuing the combined company at pro forma enterprise value of $1,700 million (1,979 million of equity value).
GloriFi shareholders (Class A & Class B shareholders) will receive 157.3 million shares ($1,573 million) as merger consideration.
Transaction includes 40 million earnout shares to GloriFi shareholders at $15.00, $17.50 and $20.00/share.
Closing is subject to GloriFi raising at least $60 million through one or more equity financing before September 30, 2022.
Minimum gross cash condition of $30 million.
Transaction includes a Target termination fee of $5 million payable to DHC.
Business combination transaction is expected to close in the first quarter of 2023.

SPAC Details:
- Unit Structure: 1 Class A ordinary share of Common Stock + 0.33 Redeemable Warrant
- #Cash in Trust: $309,898,791 (100.1% of Public Offering)
- Public Shares Outstanding: 30,945,072 shares
- Private Shares Outstanding: 7,736,268 shares
- Reported Trust Value/Share: $10.01
- Liquidation Date: March 4, 2023

Name of Target: GloriFi
Target Description: 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.
Announced Date: July 25, 2022
Expected Close: “first quarter of 2023”
Press Release: https://www.businesswire.com/news/home/20220725005888/en/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…
Transaction Overview (N/A):
- Enterprise Value: $1,700 million
- Market Cap Value: *$1,979 million
- Target shareholders (Class A & B) Receive:
  - 157,300,000 SPAC Common stock (mix of Class A and Class B)
  - 7-year Earn-out (Pro-rata): 40 million SPAC Common stock (mix of Class A and Class B)
    - 20 million SPAC common stock @ $15.00
    - 10 million SPAC common stock @ $17.50
    - 10 million SPAC common stock @ $20.00
PIPE / Financing:
- None

Lock-up:
- Key Company stockholders & officers: 180 days post-closing
  - Early Release: If equal to or above $12.50 per share after the Closing Date
- SPAC Sponsors & officers: 180 days post-closing
  - Early Release: If equal to or above $12.50 per share after the Closing Date

Closing Conditions:
- Completion of Domestication
- Termination Date: March 4, 2023
- GloriFi must raise $60 million in equity financing by September 30, 2022
- Minimum gross cash condition of $30 million
  - Cash includes (reduced by redemptions):
    - cash in trust
    - any cash proceeds from the issuance of Class A Ordinary Shares, Class A Common Stock or Units to Sponsor, any Backstop Investors or any other investors (including third parties) at a purchase price of not less than $10.00/share
    - any backstop financing
    - any equity financing facilities
    - Completion of a bank acquisition by an affiliate of Target and the entry into a Marketing Program Framework Agreement by Target with such affiliate OR Target having entered into an agreement with one or more state, or federally, charted financial institutions in a form reasonably acceptable to SPAC
    - Other customary closing conditions

Equity Incentive Plan:
- 10% of shares outstanding post-closing
- Includes evergreen provision for annual automatic increase of 4%

*Denotes estimated figures by CPC

#Reported as on June 30, 2022