Brand Engagement Network Inc. Files S-1

TL;DR

Brand Engagement Network Inc. (formerly DHC Acquisition Corp.) filed its S-1. Get ready for details.

AI Summary

Brand Engagement Network Inc. filed an S-1 form on September 16, 2024, detailing its business operations. The company, formerly known as DHC Acquisition Corp. until December 29, 2020, is incorporated in Delaware and headquartered in Jackson, Wyoming. Its primary business is in computer integrated systems design.

Why It Matters

This S-1 filing provides crucial information for investors and the public regarding Brand Engagement Network Inc.'s business, financial status, and future plans as it navigates the public markets.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company going public or making significant changes, which inherently carries market and operational risks.

Key Numbers

• 333-282130 — SEC File Number (Identifies this specific SEC filing.)
• 0001838163 — Central Index Key (Unique identifier for the company in the SEC EDGAR system.)

Key Players & Entities

• Brand Engagement Network Inc. (company) — Filer of the S-1
• DHC Acquisition Corp. (company) — Former name of Brand Engagement Network Inc.
• 20201229 (date) — Date of name change from DHC Acquisition Corp.
• 20240916 (date) — Filing date of the S-1
• 307-699-9371 (phone_number) — Business phone number

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 ("Common Stock") held by certain Sellin
• $5.00 — August Warrants at an exercise price of $5.00 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
• $0.98 — ted sales price of the Common Stock was $0.98 per share, and the last reported sales
• $0.0478 — sales price of our Public Warrants was $0.0478 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) — 3118KB
• ex5-1.htm (EX-5.1) — 25KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 73KB
• 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) — 16KB
• ex5-1_002.jpg (GRAPHIC) — 5KB
• 0001493152-24-036261.txt ( ) — 12052KB
• bnai-20240630.xsd (EX-101.SCH) — 67KB
• bnai-20240630_cal.xml (EX-101.CAL) — 88KB
• bnai-20240630_def.xml (EX-101.DEF) — 411KB
• bnai-20240630_lab.xml (EX-101.LAB) — 570KB
• bnai-20240630_pre.xml (EX-101.PRE) — 489KB
• forms-1_htm.xml (XML) — 1478KB

USE OF PROCEEDS

USE OF PROCEEDS 36 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 37

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 38

BUSINESS

BUSINESS 52 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 63 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 66

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 72

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 87

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 88 SELLING SECURITY HOLDERS 98 PLAN OF DISTRIBUTION 103 LEGAL MATTERS 107 CHANGE IN ACCOUNTANTS 107 EXPERTS 107 WHERE YOU CAN FIND ADDITIONAL INFORMATION 108 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 August 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

View Full Filing

View this S-1 filing on SEC EDGAR