Brand Engagement Network Inc. Files S-1

TL;DR

BNAI files S-1, getting ready to go public.

AI Summary

Brand Engagement Network Inc. (formerly DHC Acquisition Corp.) filed an S-1 on June 20, 2024, to register its securities. The company, incorporated in Delaware with its principal office in Jackson, Wyoming, operates in computer integrated systems design. This filing marks a significant step for the company as it prepares for potential public trading.

Why It Matters

This S-1 filing indicates Brand Engagement Network Inc. is moving towards becoming a publicly traded company, which could offer new investment opportunities and impact its market presence.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company in the process of going public, which inherently carries higher risks than established public companies.

Key Players & Entities

• Brand Engagement Network Inc. (company) — Filer
• DHC Acquisition Corp. (company) — Former company name
• 20240620 (date) — Filing date
• 333-280366 (dollar_amount) — SEC file number
• 145 E. SNOW KING AVE (company) — Business address street 1
• PO BOX 1045 (company) — Business address street 2
• JACKSON (company) — Business address city
• WY (company) — Business address state
• 83001 (company) — Business address zip
• 307-699-9371 (company) — Business phone

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 ("Common Stock") held by the Selling Ho
• $2.50 — of the Warrants at an exercise price of $2.50 per share, which shares of Common Stock
• $11.50 — o acquire one share of Common Stock for $11.50 (the "Public Warrants"), are listed on
• $3.62 — ted sales price of the Common Stock was $3.62 per share, and the last reported sales
• $0.05 — sales price of our Public Warrants was $0.05 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) — 2652KB
• ex5-1.htm (EX-5.1) — 23KB
• ex10-27.htm (EX-10.27) — 29KB
• ex23-1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 21KB
• forms-1_001.jpg (GRAPHIC) — 91KB
• forms-1_002.jpg (GRAPHIC) — 91KB
• forms-1_003.jpg (GRAPHIC) — 62KB
• forms-1_004.jpg (GRAPHIC) — 33KB
• forms-1_005.jpg (GRAPHIC) — 76KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex5-1_002.jpg (GRAPHIC) — 1KB
• 0001493152-24-024559.txt ( ) — 10315KB
• bnai-20240331.xsd (EX-101.SCH) — 80KB
• bnai-20240331_cal.xml (EX-101.CAL) — 78KB
• bnai-20240331_def.xml (EX-101.DEF) — 315KB
• bnai-20240331_lab.xml (EX-101.LAB) — 543KB
• bnai-20240331_pre.xml (EX-101.PRE) — 393KB
• forms-1_htm.xml (XML) — 1265KB

USE OF PROCEEDS

USE OF PROCEEDS 35 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 36

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BEN 37

BUSINESS

BUSINESS 49 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 60 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 63

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 69

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 84

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 85 SELLING SECURITY HOLDERS 95 PLAN OF DISTRIBUTION 98 LEGAL MATTERS 102 CHANGE IN ACCOUNTANTS 102 EXPERTS 102 WHERE YOU CAN FIND ADDITIONAL INFORMATION 103 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 titled " Where You Can

View Full Filing

View this S-1 filing on SEC EDGAR