As filed with the Securities and Exchange Commission on June 20, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) (Address, Including Zip Code, and Telephone Number, ...

As filed with the Securities and Exchange Commission on June 20, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Paul Chang 145 E. Snow King Ave PO Box 1045 Jackson, WY 83001 (312) 810-7422 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent ...

Revenue and Financial Performance - For the three months ended March 31, 2024, the company generated $49,790 in revenue, a significant increase compared to no revenue in the same period of 2023[131]. - The net loss for the three months ended March 31, 2024 was $6.9 million, compared to a net loss of $2.6 million in the same period of 2023, reflecting an increase of $4.2 million[130]. - The company incurred a net loss of approximately $6.9 million during the three months ended March 31, 2024, with cash used in operating activities of approximately $4.5 million[145]. - Cash provided by financing activities during the three months ended March 31, 2024 was approximately $6.3 million, primarily from the sale of Common Stock[148]. - The company expects to continue incurring losses and negative cash flows due to increased expenses related to product research and development[137]. Expenses - General and administrative expenses for the three months ended March 31, 2024 were approximately $6.5 million, an increase of approximately $3.9 million from $2.6 million in the same period of 2023[132]. - Research and development expenses for the three months ended March 31, 2024 were approximately $0.3 million, an increase of approximately $0.2 million compared to $2,000 in the same period of 2023[134]. - Total operating expenses for the three months ended March 31, 2024 were $6.8 million, an increase of $4.2 million from $2.6 million in the same period of 2023[128]. - The company expects to incur significant operating costs related to research and development, capital expenditures, and general administrative expenses as it scales operations[119]. - The company anticipates an increase in professional fees and other public company costs following the completion of the merger[121]. Capital and Financing - As of March 31, 2024, the company had cash of approximately $3.3 million and an accumulated deficit of approximately $20.2 million[137]. - The company had four outstanding bank loans totaling approximately $0.9 million, with interest rates ranging from 4.667% to 6.69%[139]. - The company entered into a promissory note agreement for $0.6 million with a related party, maturing on June 25, 2025[140]. - The company received $5.5 million from AFG in March 2024, concurrent with the Merger, but did not receive net cash due to transaction expenses[138]. Research and Development - The company has ongoing research and development sponsorship agreements with Korea University, with total payments expected to reach approximately $0.4 million in 2024[142]. - The company has a patent portfolio that is expected to be a cornerstone of its artificial intelligence solutions targeting industries such as automotive, healthcare, and financial services[112]. Business Combination - The company entered into a business combination with DHC on March 14, 2024, issuing 25,641,321 shares of common stock to Prior BEN stockholders[113]. Internal Controls - Management has identified a material weakness in internal controls over financial reporting, which has not yet been remediated[159].

Financial Performance - BEN reported revenues of $49,790 for Q1 2024, compared to $0 in Q1 2023[13] - The net loss for Q1 2024 was $6,884,409, compared to a net loss of $2,637,956 in Q1 2023, reflecting an increase in losses of approximately 161%[13] - Operating expenses for Q1 2024 totaled $6,848,553, significantly higher than $2,637,956 in Q1 2023, marking an increase of about 160%[13] - Net loss for the three months ended March 31, 2024, was $6,884,409, compared to a net loss of $2,637,956 for the same period in 2023, representing an increase of 161%[14] - Depreciation and amortization expense increased to $117,347 from $19,232 year-over-year[14] - Net cash used in operating activities was $4,549,929, significantly higher than $55,470 in the prior year[14] Assets and Liabilities - Total current assets increased to $4,353,776 as of March 31, 2024, up from $1,896,306 as of December 31, 2023, representing a growth of approximately 129%[11] - Total liabilities rose to $16,249,572 as of March 31, 2024, compared to $4,314,286 as of December 31, 2023, indicating an increase of about 276%[11] - BEN's accumulated deficit increased to $(20,186,129) as of March 31, 2024, compared to $(13,301,720) as of December 31, 2023, indicating a rise in accumulated losses[12] - Cash and cash equivalents increased to $3,304,283 as of March 31, 2024, up from $1,685,013 as of December 31, 2023, a growth of approximately 96%[11] - Cash and cash equivalents at the end of the period were $3,304,283, up from $1,685,013 at the beginning of the period[14] Financing Activities - Net cash provided by financing activities was $6,340,264, compared to $53,460 in the same period last year[14] - The company raised $6,325,000 from the sale of common stock during the quarter[14] Strategic Initiatives - The company launched BENAuto in partnership with AFG Companies, providing unique AI Assistants for automotive applications[3] - BEN announced a pilot partnership with MedAdvisor Solutions to implement its AI Assistant technology in pharmacies[3] - The company strengthened its Board of Directors with new appointments, enhancing governance and strategic oversight[3] Other Financial Information - Capitalized internal-use software costs amounted to $158,028, with an additional $50,075 capitalized in accrued expenses[14] - Stock-based compensation capitalized as part of capitalized software costs was $291,725[14] - The company recorded a write-off of deferred financing fees totaling $1,427,729[14] - The change in fair value of warrant liabilities was $60,823, indicating potential volatility in financial instruments[14]

Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) As filed with the Securities and Exchange Commission on April 22, 2024. Registration No. 333-278673 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) (I.R.S. Employer Identific ...

As filed with the Securities and Exchange Commission on April 22, 2024. Registration No. 333-278673 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identific ...

As filed with the Securities and Exchange Commission on April 12, 2024. Registration No. 333 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) 145 E. Snow King Ave PO Box 1045 Jackson, WY 83001 ...

As filed with the Securities and Exchange Commission on April 12, 2024. Registration No. 333 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) 145 E. Snow King Ave PO Box 1045 Jackson, WY 83001 ...

Business Combination and Corporate Changes - The company completed a business combination with Brand Engagement Network Inc. on March 14, 2024, and changed its name to Brand Engagement Network Inc. after migrating to a Delaware corporation[14]. Revenue and Market Potential - The company generated minimal revenues in 2022, primarily from beta testing discontinued products, but obtained its first customer in the healthcare industry in November 2023[17]. - The total addressable market for the company's AI assistants is estimated to exceed $10 billion and is projected to grow to $30 billion by 2030[26]. - Future expansion plans include increasing use cases in the healthcare market and entering new markets such as financial services[25]. - The company plans to expand its offerings into retail, hospitality, enterprise, and contact centers, targeting a total addressable market of approximately $30 billion by 2028[46]. AI Assistant Development and Features - The company aims to enhance customer engagement through customizable AI assistants that integrate with clients' real-time data systems while ensuring compliance with privacy laws[17]. - The AI assistants are designed to operate in various environments, including cloud, localized, and hybrid settings, providing seamless integration for businesses[16]. - The company has recently piloted use cases for its AI assistants in the automotive sector, including dealership reporting and service assistance[23]. - The company has acquired DM Lab Co., LTD. to develop its first AI assistant prototype, marking a strategic move in its product development[15]. - The AI assistants can be deployed within a few days, significantly reducing the traditional deployment time associated with AI systems[22]. - The company focuses on configurable safety and security features to ensure unbiased training and protect proprietary data[20]. AI Adoption Trends - 47% of advanced industries have utilized AI capabilities, with one-third of organizations regularly using generative AI in at least one function[27]. - 60% of organizations that reported AI adoption are using generative AI, and 94% of large companies plan to integrate voice AI within the next two years[27]. Data-Driven Organizations - Data-driven organizations are 23 times more likely to acquire customers, six times more likely to retain customers, and 19 times more likely to be profitable[31]. - Organizations using big data experienced an 8% increase in profit and a 10% reduction in costs[31]. Industry Insights - By 2030, over 29 billion IoT-connected devices are expected globally, and by 2025, more than 95% of new digital workloads will be deployed on cloud-native platforms[32]. - 25% of all U.S. healthcare expenditure is wasted on administrative complexity, with 42% of physicians experiencing burnout[42]. - The automotive industry comprises over 450,000 organizations globally, with 95% of used-car searches initiated online[43]. - The financial services sector includes over 227,000 organizations, with 54% of insurance companies not having upgraded their legacy systems[44]. Intellectual Property and Compliance - As of December 31, 2023, the company had 21 issued patents, including 10 U.S. patents and 11 issued abroad, with expiration dates ranging from September 9, 2028, to April 18, 2031[53]. - The company has 19 pending patent applications, which, if issued, would expire between 2041 and 2043[53]. - The company employs internal and external controls to protect proprietary technology and confidential information, including agreements with employees and contractors[54]. - The regulatory environment for artificial intelligence is rapidly evolving, with potential compliance costs expected to increase due to new regulations[55]. - The company must comply with various privacy laws, including HIPAA, which establishes standards for the use and disclosure of protected health information[56]. Operational Overview - As of December 31, 2023, the company had 26 full-time employees and 12 independent contractors[62]. - The company does not maintain any material properties, indicating a focus on operational efficiency[62]. - The company is not currently involved in any legal proceedings that would materially affect its business or financial condition[64]. - Management does not anticipate that recently issued accounting standards will have a material effect on consolidated financial statements[265].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $1,589,913, consisting of operating and formation costs of $1,624,228 and a change in fair value of warrant liabilities of $539,266, offset by interest earned of $573,581 [117]. - For the nine months ended September 30, 2023, the company had a net income of $231,821, which included interest earned of $3,868,445, offset by operating and formation costs of $2,485,751 and a change in fair value of warrant liabilities of $1,150,873 [119]. - The company had cash used in operating activities of $726,761 for the nine months ended September 30, 2023, compared to $512,027 for the same period in 2022 [124][125]. Cash and Liquidity - As of September 30, 2023, the company had cash held in the Trust Account amounting to $49,179,344, which is intended to be used for completing a business combination [126]. - The company has determined that it does not have sufficient liquidity to meet anticipated obligations for at least twelve months after the financial statements are issued, raising substantial doubt about its ability to continue as a going concern [132]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023 [133]. Shareholder Activity - The company’s shareholders redeemed approximately 26,298,498 Class A ordinary shares for cash at a redemption price of approximately $10.21 per share, totaling an aggregate redemption amount of approximately $269,585,000 [114]. - The company has identified a clerical error resulting in an overpayment of approximately $887,555 to redeeming shareholders, of which $870,731 has been collected as of September 30, 2023 [127]. Business Combination Plans - The company plans to extend the date to consummate a business combination from December 4, 2023, to May 4, 2024, pending shareholder approval [114]. Accounting Standards - The FASB's ASU 2020-06, effective January 1, 2024, will simplify accounting for certain financial instruments, impacting the company's financial position and results of operations [139]. - The company has not adopted ASU 2020-06 as of September 30, 2023, and is currently assessing its potential impact [139]. - Management believes that no other recently issued accounting standards will materially affect the unaudited condensed consolidated financial statements [140]. Equity Accounting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' deficit [137]. - Net (loss) income per ordinary share is calculated using the two-class method, excluding accretion associated with redeemable shares [138]. IPO Costs - The company incurred $17,501,346 in Initial Public Offering related costs, including $6,189,014 of underwriting fees and $10,830,775 of deferred underwriting fees [123].