Brand Engagement Network Inc

As filed with the Securities and Exchange Commission on September 13, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

**145 E. Snow King Ave **

PO Box 1045

Jackson, WY 83001

(312) 810-7422

(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 For Service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Matthew L. Fry, Esq.

Haynes and Boone, LLP

2801 N. Harwood St.

Suite 2300

Dallas, Texas 75201

(214) 651-5000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 13, 2024

PRELIMINARY PROSPECTUS

3,598,943** Shares of Common Stock (Inclusive of 960,000 Shares of Common Stock**

Underlying Warrants)

This prospectus relates to the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of (i) up to 1,185,000 shares of our common stock, par value $0.0001 (“Common Stock”) held by certain Selling Holders and (ii) up to 960,000 shares of Common Stock underlying warrants to purchase up to 960,000 shares of Common Stock with a term of five years (the “August Warrants” and the shares underlying the August Warrants, the “August Warrant Shares”) held by certain Selling Holders, that may be issued upon exercise of the August Warrants at an exercise price of $5.00 per share, which shares of Common Stock and August Warrants were issued or are issuable, as applicable pursuant to (a) that certain Securities Purchase Agreement by and among certain of the Selling Holders and Brand Engagement Network Inc., a Delaware corporation (the “Company” or “BEN”), dated August 26, 2024 (the “August Securities Purchase Agreement”), under which certain of the Selling Holders have irrevocably committed to purchase all of the securities issuable thereunder and (b) that certain warrant purchase agreement (the “Warrant Purchase Agreement”) with each of the warrantholders signatory parties thereto (the “Warrantholders”) and (iii) 1,453,943 shares of Common Stock transferred from DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and certain affiliates to certain stockholders of the Company in connection with the Company’s Business Combination (as defined herein) pursuant to non-redemption agreements. The shares of Common Stock and August Warrant Shares that may be sold by the Selling Holders are collectively referred to in this prospectus as the “Offered Securities.” We will not receive any of the proceeds from the sale by the Selling Holders of the Offered Securities.

We will receive cash proceeds from the exercise of the August Warrants, which are not exercisable on a cashless basis. See “Description of Securities.” We believe the likelihood that the Selling Holders will exercise their August Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock is less than $5.00 per share, we believe holders of our August Warrants are unlikely to exercise their August Warrants, respectively. Conversely, these holders are more likely to exercise their August Warrants the higher the price of our Common Stock is above $5.00 per share. The closing price of our Common Stock on The Nasdaq Capital Market (“Nasdaq”) on September 12, 2024 was below the Warrant exercise price of $5.00 per share. Likewise, we believe the likelihood that the holders of the August Warrants will exercise their respective securities is based upon whether the trading price of the Company’s Common Stock is in excess of the strike price of the respective securities.

We will bear all costs, expenses and fees in connection with the registration of Offered Securities. The Selling Holders will bear all commissions and discounts, if any, attributable to their respective sales of Offered Securities. We are registering the Offered Securities for sale by certain of the Selling Holders pursuant to registration rights agreements with certain the Selling Holders. See the section of this prospectus titled “Selling Security Holders” for more information.

The Selling Holders may offer and sell the Offered Securities owned by them covered by this prospectus from time to time. The Selling Holders may offer and sell the Offered Securities owned by them covered by this prospectus in a number of different ways and at varying prices. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. See the sections of this prospectus titled “About this Prospectus” and “Plan of Distribution” for more information. The sale or the possibility of the sale of the Offered Securities pursuant to this prospectus may negatively impact the market price of our Common Stock. See the section titled “Selling Security Holders” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

The Offered Securities being offered by the Selling Holders were purchased by the Selling Holders at, or exercisable at, a purchase price of $5.00 per share of Common Stock. The sale or the possibility of the sale of the Offered Securities being offered pursuant to this prospectus may negatively impact the market price of the Common Stock and the shares of Common Stock underlying the August Warrants. See the section titled “Purchase Price Paid by the Selling Security Holders” for more information.

The Common Stock being offered for resale in this prospectus (including the August Warrant Shares) represent approximately 9.2% of our total outstanding Common Stock (assuming the issuance of all shares of Common Stock and August Warrant Shares issuable pursuant to the August Securities Purchase Agreement and Warrant Purchase Agreement without giving effect to any further warrant exercises (each as defined herein)), as of the date of this prospectus. The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our Common Stock. Despite such a decline in the public trading prices, the Selling Holders may still experience a positive rate of return on the securities they purchased due to the differences in the trading price and the purchase prices at which they purchased the securities as described above. See “Risk Factors – Future resales of our Common Stock may cause the market price of our Common Stock to drop significantly, even if the Company’s business is doing well.” and “Risk Factors – Certain existing securityholders acquired their securities in the Company at prices below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.”

Our Common Stock and the public warrants representing the right to acquire one share of Common Stock for $11.50 (the “Public Warrants”), are listed on Nasdaq under the symbols “BNAI,” and “BNAIW”, respectively. On September 12, 2024, the last reported sales price of the Common Stock was $0.98 per share, and the last reported sales price of our Public Warrants was $0.0478 per Public Warrant. We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings.

See “Risk Factors” beginning on page 8 to read about factors you should consider before investing in shares of our Common Stock and Warrants.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is September , 2024

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