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CORRESP
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CORRESP

 Peter Byrne

T: +1 212 479 6778

 pbyrne@cooley.com

December 12, 2023

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 Office of
Technology

 100 F Street, NE

 Washington, D.C. 20549

Attention: Ryan Rohn

Re:
 DHC Acquisition Corp.

 Registration Statement on Form S-4

 Filed October 17, 2023

 File No. 333-275058

Ladies and Gentlemen:

 On behalf of DHC Acquisition Corp.
(“DHC” or the “Company”), the following information is in response to a letter, dated November 14, 2023 (the “Comment Letter”), from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-4 filed on
October 17, 2023 (the “Registration Statement”).

 For your convenience, each comment of the Staff from the Comment Letter has
been set forth in italics below and the Company’s comments have been provided immediately thereafter. Unless otherwise indicated, capitalized terms used herein have the same meanings assigned to them in Amendment No. 1 to the Registration
Statement (“Amendment No. 1”).

 In addition, the Company has revised the Registration Statement
in response to the Staff’s comments and the Company is concurrently filing Amendment No. 1 with this letter, which reflects these revisions and updates certain other information. Page numbers in the text of the Company’s responses
correspond to page numbers in Amendment No. 1.

 Questions and Answers

What equity stake will current shareholders of DHC and BEN hold in New BEN after the closing?, page 9

1.
 We note that your disclosure does not take into account redemptions but provides a cross reference to
the Unaudited Pro Forma Condensed Combined Financial Statements. Please additionally provide a cross reference to your sensitivity analysis reflecting DHC shareholders’ equity ownership at minimum, maximum, and interim levels of redemption.

 Response:

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 United States Securities and Exchange Commission

December 12, 2023

 Page Two

 The Company respectfully acknowledges the Staff’s comment and has
revised disclosure on page 9 of Amendment No. 1.

 Risk Factors

Risks Related to DHC’s Business and the Business Combination, page 49

2.
 We note that you are seeking to extend your termination date to May 4, 2024, a date which is 38
months from your initial public offering. We also note that you are listed on The Nasdaq Capital Market and that Nasdaq IM-5101-2 requires that a special purpose
acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline to May 4, 2024, does not
comply with this rule, or advise. Further, disclose the risks of your non-compliance with this rule, including that your securities may be subject to suspension and delisting from The Nasdaq Capital Market.

 Response:

The Company respectfully acknowledges the Staff’s comment and has revised disclosure on page 60 of Amendment No. 1.

3.
 With a view toward disclosure, please tell us whether your sponsor is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss
the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United
States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response:

 In response to
the Staff’s comment, the Company respectfully advises the Staff that Sponsor is not controlled by, and does not have substantial ties with, non-U.S. persons, and the Company does not believe that any of
the facts or relationships with respect to the Business Combination would subject the proposed Business Combination to regulatory review by a U.S. government entity or authority, including review by CFIUS. Out of an abundance of caution, however,
the Company has revised the disclosure on page 65 of Amendment No. 1 to disclose potential risks related to CFIUS.

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 United States Securities and Exchange Commission

December 12, 2023

 Page Three

 The Initial Shareholders who own DHC Ordinary Shares and Private Warrants will not
. . ., page 52

4.
 We note that certain shareholders agreed to waive their redemption rights. Please describe any
consideration provided in exchange for this agreement.

 Response:

The Company respectfully acknowledges the Staff’s comment and has revised disclosure on pages 54 to 55 of Amendment No. 1.

5.
 Your charter waived the corporate opportunities doctrine. Please address this potential conflict of
interest and whether it impacted your search for an acquisition target.

 Response:

In response to the Staff’s comment, the Company has added a risk factor to page 55 of Amendment No. 1 disclosing the potential
conflict of interest with respect to waiving the corporate opportunities doctrine and indicating whether waiving the corporate opportunities doctrine impacted the Company’s search for an acquisition target and has also revised the disclosure on
page 111 of Amendment No. 1.

6.
 Disclose the material risks to unaffiliated investors presented by taking the company public through
a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

 Response:

The Company respectfully acknowledges the Staff’s comment and has revised disclosure on page 51 of Amendment No. 1.

Risks Relating to Ownership of New BEN’s Common Stock Following the Business Combination

The market price and trading volume of New BEN Common Stock and New BEN Public Warrants may be highly volatile... , page 65

7.
 It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise
your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution. Please include consistent revisions in each presentation of the
sensitivity analysis.

 Response:

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 United States Securities and Exchange Commission

December 12, 2023

 Page Four

 The Company respectfully acknowledges the Staff’s comment, advises
the Staff that such deferred underwriting fees have been waived by the underwriters, and has revised disclosure on page 72 of Amendment No. 1 accordingly.

8.
 We note that DHC has experienced a significant number of redemptions and could experience further
redemptions in connection with the business combination. Please add a risk factor highlighting the impact that additional redemptions may have on your ability to fund the surviving company, including the likelihood that you will be unable to raise
additional capital on favorable terms. Discuss the downward pressure potential sales of securities following additional capital raising transactions may have on the trading price of the combined entity.

Response:

 The Company
respectfully acknowledges the Staff’s comment and has revised disclosure on pages 72 to 73 of Amendment No. 1.

 Proposal 1—The
Business Combination Proposal

 Opinion of the DHC Financial Advisor, page 107

9.
 Please disclose an explanation as to the reason the board sought to obtain a fairness opinion from
Houlihan Capital.

 Response:

As noted on page 112 of Amendment No. 1, the Company retained Houlihan Capital, LLC to act as its financial advisor on the basis of
Houlihan Capital, LLC’s qualifications, expertise and reputation, its knowledge of, and involvement in, recent transactions in the industry in which the Company operates and its knowledge of the Company’s business and affairs. The Company
respectfully acknowledges the Staff’s comment and has supplemented disclosure on page 112 of Amendment No. 1.

10.
 We note that you reference forecasts prepared by BEN management, which your financial advisor relied
upon when preparing its fairness opinion. Please revise to include those projections, along with any key assumptions underlying the provided projections. If multiple sets of projections were prepared, please clearly disclose this, along with the
reason for relying upon the selected projections.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 114 to 115 of Amendment No. 1 to provide
expanded disclosure surrounding the material assumptions and estimates underlying the financial projections. The Company further

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 United States Securities and Exchange Commission

December 12, 2023

 Page Five

 respectfully advises the Staff that the Company’s principal focus in reviewing the
projected financial information of BEN for purposes of its valuation and investment decision related primarily to assume market penetration and its potential effect on revenues, subject to numerous assumptions. The Company respectfully submits that
the Forecast provided to DHC and described in Amendment No. 1 represents the only forward-looking financial information that the DHC Board viewed as material in its evaluation of BEN and that would be material to investors.

11.
 Please disclose the assumptions and limitations of the publicly traded companies that were identified
for the Guideline Public Company Analysis by Houlihan Capital. For example, disclose whether the type of transaction was considered in selecting the companies. We note that the majority of the companies included in the analysis undertook a firm
commitment underwritten offering rather than a SPAC initial business combination. Disclose whether you excluded companies that met the criteria and explain why each company was excluded. Finally, disclose the estimated enterprise value for each
selected company in the analysis and disclose whether Houlihan Capital applied any discount factor to companies at a more advanced stage of development than BEN.

Response:

 The Company
respectfully acknowledges the Staff’s comment and has revised disclosure on pages 115 to 118 of Amendment No. 1.

12.
 We note that the forecasts prepared by BEN management assume the company will reach an implied
ARR between $101,007,594 and $118,832,464 by fiscal year 2025. Please disclose how the board determined that this rate of sustained growth was reasonable considering that BEN has yet to generate material revenues. Your disclosure should clearly
describe the basis for projecting this revenue growth and any contingencies that would affect it materializing.

Response:

 The Company
respectfully acknowledges the Staff’s comment and has revised disclosure on page 116 to 117 of Amendment No. 1.

 Interests of Certain
Persons in the Business Combination, page 112

13.
 Please highlight the risk that the sponsor will benefit from the completion of a business combination
and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Response:

 The Company
respectfully acknowledges the Staff’s comment and has revised disclosure on pages 28, 56, 111 and 119 of Amendment No. 1.

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 United States Securities and Exchange Commission

December 12, 2023

 Page Six

14.
 Please clarify, if true, that the initial shareholders, the sponsor and its affiliates can earn a
positive rate of return on their investment, even if other DHC public shareholders experience a negative rate of return in the post-business combination company.

Response:

 The Company
respectfully acknowledges the Staff’s comment and has revised disclosure on pages 28, 56 and 119 of Amendment No. 1.

15.
 Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its
affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

Response:

 The Company
respectfully acknowledges the Staff’s comment and has revised disclosure on pages 28, 56 and 119 of Amendment No. 1.

 Information
about BEN, page 166

16.
 You state that BEN is “a next-generation provider of conversational AI avatar platforms.”
Please revise to provide a clear and concise overview of BEN’s current and future business operations and include a timeline for generating revenue. Discuss the product offerings, use cases, and end customers and distinguish clearly between the
products and services that currently comprise BEN’s operations and any future business activities or aspects of the business that are to be phased in at a later date. Disclose that BEN generated no revenues in 2023 and minimal revenues in 2022
which was attributable to BEN’s beta testing of its mobile advertising platform which appears to be unrelated to the conversational AI avatar platform.

Response:

 The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure throughout the section of Amendment No. 1 entitled “Information About BEN.”

Our History, page 167

17.
 We note that you have recently refocused your product development. Please revise to disclose, if
true, that you are no longer pursuing the revenue generating mobile advertising platform described in your results of operations on page 182.

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: +1 212 479 6000 f: +1 212 479 6275 cooley.com

 United States Securities and Exchange Commission

December 12, 2023

 Page Seven

 Response:

The Company has revised the disclosure on page 175 of Amendment No. 1 to clarify that BEN’s mobile advertising platform has been
discontinued.

 Our Growth Strategies, page 172

18.
 We note your reference to “long-term definitive agreements with industry leaders like
CareGard.” Please describe the material terms of this agreement and file it as an exhibit. Refer to Item 601(b)(10) of Regulation S-K.

Response:

 The Company
acknowledges the Staff’s comment and respectfully advises the Staff that CareGard is an affiliate of AFG Companies, Inc. The Company has revised the disclosure on page 180 of Amendment No. 1 to clarify that BEN’s contractual
relationship is with AFG Companies, Inc.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations of BEN

 Results of Operations

Comparison of the Six Months Ended June 30, 203 and 2022

General and administrative expenses, page 182

19.
 We note your general and administrative expenses increased 640% compared to the prior year, primarily
due to $