Brand Engagement Network Inc. Files S-1/A Amendment

TL;DR

<b>Brand Engagement Network Inc. has filed an S-1/A amendment, providing updated financial and corporate information.</b>

AI Summary

Brand Engagement Network Inc. (BNAIW) filed a Amended IPO Registration (S-1/A) with the SEC on April 22, 2024. Brand Engagement Network Inc. (formerly DHC Acquisition Corp.) filed an S-1/A amendment on April 22, 2024. The company is incorporated in Delaware with its principal business address in Jackson, Wyoming. The filing relates to the Securities Act of 1933. The company's former name was DHC Acquisition Corp., with a name change effective December 29, 2020. The filing includes data for fiscal years ending December 31, 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking Brand Engagement Network Inc., this filing contains several important signals. This amendment updates the company's registration statement, which is crucial for potential investors to assess its financial health and business operations. The filing provides a historical financial overview, allowing stakeholders to track the company's performance over the past three fiscal years.

Risk Assessment

Risk Level: low — Brand Engagement Network Inc. shows low risk based on this filing. The filing is an amendment to an S-1/A, indicating it's a routine update rather than a response to a significant event or issue.

Analyst Insight

Monitor future filings for details on the company's business strategy and financial performance following this amendment.

Key Numbers

• 2024-04-22 — Filing Date (Date of the S-1/A filing)
• 2020-12-29 — Name Change Date (Effective date of former company name change)
• 1933 — SEC Act (The Securities Act under which the filing was made)
• 333-278673 — SEC File Number (The SEC file number associated with the registration)

Key Players & Entities

• Brand Engagement Network Inc. (company) — Filer name
• DHC Acquisition Corp. (company) — Former company name
• 145 E. SNOW KING AVE (address) — Business address street 1
• PO BOX 1045 (address) — Business address street 2
• JACKSON (location) — Business address city
• WY (location) — Business address state
• 83001 (postal_code) — Business address zip
• 307-699-9371 (phone_number) — Business phone

FAQ

Industry Context

The filing is an S-1/A amendment, which is a registration statement filed with the SEC for companies offering securities. This type of filing is common for companies undergoing IPOs or other significant capital-raising events.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration and disclosure requirements for public offerings of securities in the United States.

What Investors Should Do

1. Review the full S-1/A filing for detailed financial statements and business descriptions.
2. Track future SEC filings from Brand Engagement Network Inc. for updates on their business activities.
3. Research the company's industry and competitive landscape.

Key Dates

• 2024-04-22: S-1/A Filing — Amendment to the company's registration statement
• 2020-12-29: Name Change — Brand Engagement Network Inc. formerly known as DHC Acquisition Corp.

Year-Over-Year Comparison

This is an amendment to a previous filing, indicating updates or additions to the initial registration statement.

Key Financial Figures

• $0.0001 — 1 shares of our common stock, par value $0.0001 ("Common Stock") held by certain existi
• $11.50 — of Common Stock at an exercise price of $11.50 (the "Private Placement Warrants"), (c)
• $10.00 — o 3,750,000 shares at an exercise price $10.00 per share (the "Reseller Warrant"). T
• $0.38 — Stock at an exercise price ranging from $0.38 to $3.71 (the "Compensatory Warrants,"
• $3.71 — an exercise price ranging from $0.38 to $3.71 (the "Compensatory Warrants," collectiv
• $0.35 — effective average purchase prices: (i) $0.35 per share for the 8,672,235 shares of C
• $1.00 — erein) at a fair value of approximately $1.00 per share of Legacy Common Stock; (iii)
• $0.004 — per share of Legacy Common Stock; (iii) $0.004 per share for the 972,360 shares of Com
• $0.48 — L5 Irrevocable Shareholder Trust; (iv) $0.48 per share for the 837,310 shares of Com
• $0.07 — n Stock issued to LionCompass, LLC; (v) $0.07 per share for the 370,037 shares of Com
• $0.45 — Common Stock issued to Paul Chang; (vi) $0.45 per share for the 236,877 shares of Com
• $3.70 — to Watch Out! Shareholder Trust; (vii) $3.70 per share for the 178,266 shares of Com
• $1.37 — Common Stock issued to L5, LLC; (viii) $1.37 per share for the 135,050 shares of Com
• $0.56 — ck issued to James Richard Howard; (ix) $0.56 per share for the 71,576 shares of Comm
• $0.37 — ck issued to Venkata Ramana Pinnam; (x) $0.37 per share for the 27,010 shares of Comm

Filing Documents

• forms-1a.htm (S-1/A) — 3196KB
• ex10-12.htm (EX-10.12) — 17KB
• ex10-14.htm (EX-10.14) — 17KB
• ex10-16.htm (EX-10.16) — 20KB
• ex23-1.htm (EX-23.1) — 3KB
• ex23-2.htm (EX-23.2) — 3KB
• forms-1_001.jpg (GRAPHIC) — 32KB
• forms-1_002.jpg (GRAPHIC) — 32KB
• forms-1_003.jpg (GRAPHIC) — 23KB
• forms-1_004.jpg (GRAPHIC) — 78KB
• forms-1_005.jpg (GRAPHIC) — 146KB
• 0001493152-24-015577.txt (&nbsp;) — 12712KB
• bnai-20231231.xsd (EX-101.SCH) — 81KB
• bnai-20231231_cal.xml (EX-101.CAL) — 90KB
• bnai-20231231_def.xml (EX-101.DEF) — 557KB
• bnai-20231231_lab.xml (EX-101.LAB) — 604KB
• bnai-20231231_pre.xml (EX-101.PRE) — 581KB
• forms-1a_htm.xml (XML) — 1665KB

USE OF PROCEEDS

USE OF PROCEEDS 34 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 35 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BEN 36

BUSINESS

BUSINESS 46 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 60

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 66 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 57

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 81

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 83 SELLING SECURITY HOLDERS 93 PLAN OF DISTRIBUTION 99 LEGAL MATTERS 103 CHANGE IN ACCOUNTANTS 103 EXPERTS 103 WHERE YOU CAN FIND ADDITIONAL INFORMATION 104 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we are hereby filing with the Securities and Exchange Commission (the "SEC") using the "shelf" registration process. Under this shelf registration process, we and the Selling Holders may, from time to time, sell or otherwise distribute the Offered Securities as described in the section titled " Plan of Distribution " in this prospectus. We will not receive any proceeds from the sale by such Selling Holders of the Offered Securities offered by them described in this prospectus. We may receive proceeds from the exercise of Warrants registered hereunder to the extent they are exercised for cash. Neither we nor the Selling Holders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Holders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Holders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled " Where You Ca

View Full Filing

View this S-1/A filing on SEC EDGAR