Brand Engagement Network Inc. Files S-1 Registration Statement

TL;DR

<b>Brand Engagement Network Inc. has filed an S-1 registration statement, marking a significant step in its public market journey.</b>

AI Summary

Brand Engagement Network Inc. (BNAIW) filed a IPO Registration (S-1) with the SEC on April 12, 2024. Brand Engagement Network Inc. (formerly DHC Acquisition Corp.) filed an S-1 registration statement on April 12, 2024. The company was incorporated in Delaware and its fiscal year ends on December 31. The filing lists a business and mailing address in Jackson, Wyoming. The company was formerly known as DHC Acquisition Corp. and changed its name on December 29, 2020. The filing includes financial data for the 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 S-1 filing indicates the company is preparing for a public offering or other significant corporate event requiring SEC disclosure. The change in name from DHC Acquisition Corp. to Brand Engagement Network Inc. suggests a strategic shift or rebranding effort.

Risk Assessment

Risk Level: low — Brand Engagement Network Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step and does not contain detailed financial performance or operational results beyond basic balance sheet information for prior periods.

Analyst Insight

Monitor future filings for the prospectus and details regarding the proposed offering, including the number of shares, price range, and use of proceeds.

Key Numbers

• 2023-12-31 — Fiscal Year End (Fiscal year end date)
• 2021-12-31 — Financial Data Date (Financial data available for this date)
• 2022-12-31 — Financial Data Date (Financial data available for this date)
• 2023-12-31 — Financial Data Date (Financial data available for this date)

Key Players & Entities

• Brand Engagement Network Inc. (company) — Filer name
• DHC Acquisition Corp. (company) — Former company name
• 20240412 (date) — Filing date
• 333-278673 (regulator) — SEC file number
• DE (location) — State of incorporation
• WY (location) — State of business address
• 307-699-9371 (phone) — Business phone number
• 20201229 (date) — Date of name change

FAQ

Risk Factors

• Registration Statement Requirements [medium — regulatory]: The S-1 filing itself is subject to SEC review and potential comments, which could delay or alter the company's plans.

Industry Context

The filing is an S-1 registration statement, typically used by companies planning to offer securities to the public. It precedes a more detailed prospectus.

Regulatory Implications

The S-1 filing is a mandatory requirement under the Securities Act of 1933 for companies seeking to raise capital through public offerings in the United States.

What Investors Should Do

1. Review the full S-1 filing for any exhibits or amendments that may provide further details.
2. Track the SEC's review process for any comments or requests for additional information.
3. Monitor for the filing of the preliminary prospectus (if applicable) and the final prospectus.

Key Dates

• 2024-04-12: S-1 Filing — Company officially filed its registration statement with the SEC.
• 2020-12-29: Name Change — Company changed its name from DHC Acquisition Corp. to Brand Engagement Network Inc.

Year-Over-Year Comparison

This is the initial S-1 filing for Brand Engagement Network Inc. (formerly DHC Acquisition Corp.), so there are no prior filings of this type to compare against for this entity under its current name.

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
• $6.00 — ted sales price of the Common Stock was $6.00 per share, and the last reported sales
• $0.1001 — sales price of our Public Warrants was $0.1001 per Public Warrant. We are an "emerging
• $10 billion — ressable market that we believe exceeds $10 billion and is poised to grow to $30 billion by
• $30 billion — ds $10 billion and is poised to grow to $30 billion by 2030, as substantiated by third-part

Filing Documents

• forms-1.htm (S-1) — 3082KB
• ex5-1.htm (EX-5.1) — 22KB
• ex10-8.htm (EX-10.8) — 164KB
• ex10-9.htm (EX-10.9) — 56KB
• ex10-10.htm (EX-10.10) — 74KB
• ex10-17.htm (EX-10.17) — 41KB
• ex10-18.htm (EX-10.18) — 34KB
• ex10-21.htm (EX-10.21) — 50KB
• ex16-1.htm (EX-16.1) — 1KB
• ex23-1.htm (EX-23.1) — 3KB
• ex23-2.htm (EX-23.2) — 3KB
• ex107.htm (EX-FILING FEES) — 47KB
• 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
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex5-1_002.jpg (GRAPHIC) — 1KB
• ex5-1_003.jpg (GRAPHIC) — 29KB
• ex16-1_001.jpg (GRAPHIC) — 502KB
• 0001493152-24-014497.txt (&nbsp;) — 13826KB
• bnai-20231231.xsd (EX-101.SCH) — 81KB
• bnai-20231231_cal.xml (EX-101.CAL) — 90KB
• bnai-20231231_def.xml (EX-101.DEF) — 558KB
• bnai-20231231_lab.xml (EX-101.LAB) — 603KB
• bnai-20231231_pre.xml (EX-101.PRE) — 581KB
• forms-1_htm.xml (XML) — 1666KB

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 36

BUSINESS

BUSINESS 45 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 59

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 65 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 56

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 80

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 82 SELLING SECURITY HOLDERS 92 PLAN OF DISTRIBUTION 96 LEGAL MATTERS 100 CHANGE IN ACCOUNTANTS 100 EXPERTS 100 WHERE YOU CAN FIND ADDITIONAL INFORMATION 101 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

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View this S-1 filing on SEC EDGAR