Form 8-K Summary
Business Context and Reporting Period
Brand Engagement Network Inc. (BEN), formerly DHC Acquisition Corp., filed a Form 8-K under Item 4.01 regarding a change in its independent registered public accounting firm. The earliest reported event occurred on March 24, 2024; the report was signed and dated March 28, 2024.
Financial Metrics and Liquidity
This filing does not provide current revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics. WithumSmith+Brown, PC’s reports on DHC’s December 31, 2023 and 2022 financial statements were not adverse, disclaimed, qualified, or modified for accounting principles, audit scope, or uncertainty. The reports included an explanatory paragraph expressing substantial doubt about DHC’s ability to continue as a going concern if it did not complete a business combination.
Material Changes Versus the Prior Comparable Period
- The Audit Committee dismissed WithumSmith+Brown, PC, effective March 24, 2024.
- L.J. Soldinger and Associates was engaged as BEN’s independent registered public accounting firm to audit BEN’s consolidated financial statements.
- L.J. Soldinger had served as the independent registered public accounting firm of the predecessor BEN before the business combination.
- The company reported no disagreements with Withum regarding accounting principles, financial statement disclosure, or audit scope and procedures.
- The company reported no other reportable events during Withum’s engagement or the subsequent interim period.
Guidance, Outlook, Risks, and Unusual Items
No management guidance or operating outlook is provided. The principal risk-related disclosure is the prior going-concern explanatory paragraph concerning DHC’s ability to continue as a going concern if it failed to complete a business combination. The filing states that neither DHC nor anyone acting on its behalf consulted L.J. Soldinger before its engagement regarding accounting principles, audit opinions, disagreements, or reportable events.
Withum was provided a copy of the change-of-accountant disclosures and requested to furnish an SEC-required response letter. Exhibit 16.1 is identified as Withum’s letter dated March 28, 2024.
Key Facts for Investors to Verify
- Confirm the effective date and circumstances of the transition from Withum to L.J. Soldinger.
- Review Exhibit 16.1 for Withum’s agreement or disagreement with the company’s disclosures.
- Review the company’s December 31, 2023 financial statements and going-concern disclosures for updated liquidity and funding information.
- Confirm the accounting firm’s scope for auditing BEN’s consolidated financial statements following the business combination.