--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-010698" form_type: "8-K" ticker: "BNAI" cik: "0001838163" company_name: "Brand Engagement Network Inc." filed_at: "2024-03-20T23:59:59+00:00" generated_at: "2026-06-04T11:58:31.789073+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Brand Engagement Network completes de-SPAC merger with DHC Acquisition Corp. ## Summary - Business Combination closed March 14, 2024; Prior BEN stockholders received 0.2701 shares per share. - 2023 revenue $35,210, net loss $11.7M vs 2022 revenue $15,642 and net loss $676K. - Post-close: 33,714,991 shares outstanding; 17,480,918 warrants; redemptions of 1,920,051 shares at $10.80. - New board: Michael Zacharski, Jon Leibowitz, Janine Grasso, Bernard Puckett, Thomas Morgan; Audit Committee formed. - AFG Financing and Shareholder Subscription Agreements: 25,000 shares at $10.00 each. ## SEC filing metadata - accession: 0001493152-24-010698 - form_type: 8-K - ticker: BNAI - cik: 0001838163 - company_name: Brand Engagement Network Inc. - filed_at: 2024-03-20T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.02, 9.01, 3.02, 8.01, 3.03, 5.01, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-010698 - JSON: https://secwatch.observer/filing/0001493152-24-010698.json - Plain text: https://secwatch.observer/filing/0001493152-24-010698.txt ## Key facts - Executive change Kathleen Hildreth resigned as director at Brand Engagement Network Inc.. - Action: resigned - Role: director source text: Effective upon the Closing Date, each of Joseph DePinto, Richard Dauch and Kathleen Hildreth resigned as directors of DHC. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Janine Grasso was elected as director at Brand Engagement Network Inc.. - Action: elected - Role: director source text: At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Bernard Puckett was elected as director at Brand Engagement Network Inc.. - Action: elected - Role: director source text: At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Richard Dauch resigned as director at Brand Engagement Network Inc.. - Action: resigned - Role: director source text: Effective upon the Closing Date, each of Joseph DePinto, Richard Dauch and Kathleen Hildreth resigned as directors of DHC. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Jon Leibowitz was elected as director at Brand Engagement Network Inc.. - Action: elected - Role: director source text: At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Tyler J. Luck was elected as director at Brand Engagement Network Inc.. - Action: elected - Role: director source text: At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Thomas Morgan, Jr. resigned as executive officer at Brand Engagement Network Inc.. - Action: resigned - Role: executive officer source text: Effective upon the Closing Date, each of Christopher Gaertner and Thomas Morgan. Jr. resigned as executive officers of DHC. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Joseph DePinto resigned as director at Brand Engagement Network Inc.. - Action: resigned - Role: director source text: Effective upon the Closing Date, each of Joseph DePinto, Richard Dauch and Kathleen Hildreth resigned as directors of DHC. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Michael Zacharski was elected as director at Brand Engagement Network Inc.. - Action: elected - Role: director source text: At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Christopher Gaertner resigned as executive officer at Brand Engagement Network Inc.. - Action: resigned - Role: executive officer source text: Effective upon the Closing Date, each of Christopher Gaertner and Thomas Morgan. Jr. resigned as executive officers of DHC. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Thomas Morgan, Jr. was appointed as director at Brand Engagement Network Inc.. - Action: appointed - Role: director source text: Immediately following close of the Business Combination, the members of the Board unanimously appointed Mr. Thomas Morgan, Jr. to fill one of the existing vacancies of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Executive change Christopher Gaertner was elected as director at Brand Engagement Network Inc.. - Action: elected - Role: director source text: At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Governance Changes Brand Engagement Network Inc.: BEN ceased being a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, BEN ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - M&A Transactions Brand Engagement Network Inc. completed an acquisition involving Brand Engagement Network Inc. (Prior BEN) (closed 2024-03-14). - Action: acquisition - Counterparty: Brand Engagement Network Inc. (Prior BEN) - Closing: 2024-03-14 source text: Following the Domestication, on March 14, 2024, pursuant to the Business Combination Agreement, Merger Sub merged with and into Prior BEN (the “Merger”), with Prior BEN surviving the Merger as a direct, wholly owned subsidiary of BEN. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - M&A Transactions Brand Engagement Network Inc. underwent a change of control (closed 2024-03-14). - Action: change of control - Closing: 2024-03-14 source text: On March 14, 2024 (the “Closing Date”), the registrant consummated the previously announced business combination (the “Closing”) pursuant to the Business Combination Agreement, dated September 7, 2023 (as amended, the “Business Combination Agreement”), by and among DHC Acquisition Corp., a Cayman Islands exempted company (“DHC”), Brand Engagement Network Inc., a Wyoming corporation (“Prior BEN”), BEN Merger Subsidiary Corp., a Delaware corporation and a direct, wholly owned subsidiary of DHC (“Merger Sub”) and DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Material Agreements Brand Engagement Network Inc. amended Registration Rights Agreement with Sponsor and October 3 rd Holdings, LLC (effective 2024-03-14). - Action: amendment - Agreement: asset purchase - Counterparty: Sponsor and October 3 rd Holdings, LLC - Effective: 2024-03-14 source text: On March 14, 2024, in connection with the completion of the Business Combination and as contemplated by the Business Combination Agreement, BEN, the Sponsor and October 3 rd Holdings, LLC (“October 3 rd ”) entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm - Material Agreements Brand Engagement Network Inc. entered into Shareholder Subscription Agreements with certain of Prior BEN’s shareholders, including Jon Leibowitz. - Action: entry - Agreement: equity purchase - Counterparty: certain of Prior BEN’s shareholders, including Jon Leibowitz source text: In connection with the closing of the Business Combination, BEN entered into subscription agreements (the “Shareholder Subscription Agreements”) with certain of Prior BEN’s shareholders, including Jon Leibowitz, a director of BEN (the “Subscribing Shareholders”), to purchase an aggregate of 25,000 shares of Common Stock at a price per share of $10.00. evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224010698/0001493152-24-010698-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.