Source-grounded facts extracted from Brand Engagement Network Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Thomas Morgan, Jr. was appointed as director at Brand Engagement Network Inc..
“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.”
Janine Grasso was elected as director at Brand Engagement Network Inc..
“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.”
Jon Leibowitz was elected as director at Brand Engagement Network Inc..
“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.”
Christopher Gaertner was elected as director at Brand Engagement Network Inc..
“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.”
Bernard Puckett was elected as director at Brand Engagement Network Inc..
“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.”
Tyler J. Luck was elected as director at Brand Engagement Network Inc..
“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.”
Michael Zacharski was elected as director at Brand Engagement Network Inc..
“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.”
Brand Engagement Network Inc. received a nasdaq delisting notice notice regarding other (rules IM-5101-2).
“March 5, 2024, the Company received a notice (the “Deadline Notice”) from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by March 12, 2024, trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on March 14, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IP”
Brand Engagement Network Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a)).
“January 11, 2024, DHC Acquisition Corp (the “Company”) received a notice (the “Annual Meeting Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company had 45 calendar days (or until February 26, 2024) to submit a plan to regain compliance. In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company submitted”
Brand Engagement Network Inc. shareholders approved Approve the New BEN 2023 Long-Term Incentive Plan.
“8,913,015 347,363 4 Votes For Votes Against Abstentions 4A. A proposal to, as an ordinary resolution, modify the authorized share capital of DHC from (i) 500,000,000 DHC Class A Shares, par value $0.0001 per share, 50,000,000 DHC Class B Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share, to (ii) 750,000,000 shares of New BEN Common Stock, par value $0.0001 per share and 10,000,000 shares of New BEN Preferred Stock, par value $0.0001 per share (“New BEN Preferred Stock”); 9,249,555 10,827 0 Votes For Votes Against Abstentions 4B.”
Brand Engagement Network Inc. shareholders approved Approve removal provisions related to blank check company status.
“9,249,551 10,827 4 Votes For Votes Against Abstentions 2. A proposal to, as a special resolution, approve the change of DHC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware; 9,249,551 10,827 4 Votes For Votes Against Abstentions 3.”
Brand Engagement Network Inc. shareholders approved Approve amendment procedures for charter and bylaws.
“9,249,551 10,827 4 Votes For Votes Against Abstentions 2. A proposal to, as a special resolution, approve the change of DHC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware; 9,249,551 10,827 4 Votes For Votes Against Abstentions 3.”
Brand Engagement Network Inc. shareholders approved Require 50% vote for director removal.
“9,249,551 10,827 4 Votes For Votes Against Abstentions 2. A proposal to, as a special resolution, approve the change of DHC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware; 9,249,551 10,827 4 Votes For Votes Against Abstentions 3.”
Brand Engagement Network Inc. shareholders approved Require shareholder action only at meetings.
“8,913,015 347,363 4 Votes For Votes Against Abstentions 4A. A proposal to, as an ordinary resolution, modify the authorized share capital of DHC from (i) 500,000,000 DHC Class A Shares, par value $0.0001 per share, 50,000,000 DHC Class B Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share, to (ii) 750,000,000 shares of New BEN Common Stock, par value $0.0001 per share and 10,000,000 shares of New BEN Preferred Stock, par value $0.0001 per share (“New BEN Preferred Stock”); 9,249,555 10,827 0 Votes For Votes Against Abstentions 4B.”
Brand Engagement Network Inc. shareholders approved Adopt exclusive forum provisions.
“9,249,551 10,827 4 Votes For Votes Against Abstentions 2. A proposal to, as a special resolution, approve the change of DHC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware; 9,249,551 10,827 4 Votes For Votes Against Abstentions 3.”
Brand Engagement Network Inc. shareholders approved Authorize issuance of preferred stock.
“9,249,551 10,827 4 Votes For Votes Against Abstentions 2. A proposal to, as a special resolution, approve the change of DHC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware; 9,249,551 10,827 4 Votes For Votes Against Abstentions 3.”
Brand Engagement Network Inc. shareholders approved Modify authorized share capital.
“9,249,551 10,827 4 Votes For Votes Against Abstentions 2. A proposal to, as a special resolution, approve the change of DHC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware; 9,249,551 10,827 4 Votes For Votes Against Abstentions 3.”
Brand Engagement Network Inc. shareholders approved Approve amendment and restatement of current charter.
“8,913,015 347,363 4 Votes For Votes Against Abstentions 4A. A proposal to, as an ordinary resolution, modify the authorized share capital of DHC from (i) 500,000,000 DHC Class A Shares, par value $0.0001 per share, 50,000,000 DHC Class B Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share, to (ii) 750,000,000 shares of New BEN Common Stock, par value $0.0001 per share and 10,000,000 shares of New BEN Preferred Stock, par value $0.0001 per share (“New BEN Preferred Stock”); 9,249,555 10,827 0 Votes For Votes Against Abstentions 4B.”
Brand Engagement Network Inc. shareholders approved Approve the change of jurisdiction of incorporation from Cayman Islands to Delaware.
“9,249,551 10,827 4 Votes For Votes Against Abstentions 2. A proposal to, as a special resolution, approve the change of DHC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware; 9,249,551 10,827 4 Votes For Votes Against Abstentions 3.”
Brand Engagement Network Inc. shareholders approved Approve the transactions contemplated under the Business Combination Agreement.
“A proposal to, as an ordinary resolution, approve the transactions contemplated under the Business Combination Agreement and Plan of Reorganization, dated as of September 7, 2023 (the “Business Combination Agreement”), by and among DHC, BEN Merger Subsidiary Corp., a Delaware corporation and direct wholly owned subsidiary of DHC, BEN, and DHC Sponsor, LLC a Delaware limited liability company; 9,249,551 10,827 4 Votes For Votes Against Abstentions 2.”
Brand Engagement Network Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a), 5810(c)(2)(G)).
“January 11, 2024, DHC Acquisition Corp (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or until February 26, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year”
Brand Engagement Network Inc.: Amended the company's memorandum and articles of association to extend the deadline to consummate a business combination from December 4, 2023 to May 4, 2024 (effective 2023-12-01).
“On December 1, 2023, the Company held the Extension Meeting, to amend the Company’s amended and restated memorandum and articles of association (the “ Articles Amendment ”) to extend the date by which the Company has to consummate a business combination from December 4, 2023 to May 4, 2024 (such proposal, the “ Extension Amendment Proposal ”).”
Brand Engagement Network Inc. shareholders approved Extension Amendment Proposal at the 2023-12-01 meeting.
“The voting results for the Extension Amendment Proposal were as follows: The Extension Amendment Proposal For Against Abstain 11,175,457 12,131 0”
Brand Engagement Network Inc. entered into Business Combination Agreement with DHC Acquisition Corp. valued at Business Combination Agreement entered into on September 7, 2023 among DHC Acquisition Corp., BEN Me (effective 2023-09-07).
“On September 7, 2023, DHC Acquisition Corp., a Cayman Islands exempted company ("DHC"), BEN Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of DHC ("Merger Sub"), and Brand Engagement Network Inc., a Wyoming corporation ("BEN"), and, solely with respect to Section 7.21 and Section 9.03 of the Business Combination Agreement (as defined below), DHC Sponsor LLC, a Delaware limited liability company (the "Sponsor"), entered into a business combination agreement and plan of reorganization (the "Business Combination Agreement"), pursuant to which Merger Sub will merge with and into BEN (the "Merger," and together with the other transactions related thereto, the "Transactions"), with BEN surviving the Merger as a direct wholly owned subsidiary of DHC.”
Brand Engagement Network Inc.: Amended articles of association to extend business combination deadline from March 4, 2023 to December 4, 2023 (effective 2023-03-03).
“On March 3, 2023, DHC Acquisition Corp (the “ Company ”) held an extraordinary general meeting of shareholders (the “ Extension Meeting ”), to amend the Company’s amended and restated memorandum and articles of association (the “ Articles Amendment ”) to extend the date by which the Company has to consummate a business combination from March 4, 2023 to December 4, 2023 (such proposal, the “ Extension Amendment Proposal ”). The Articles Amendment is effective as of March 3, 2023.”
Brand Engagement Network Inc. shareholders approved Extension Amendment Proposal to amend the Company's amended and restated memorandum and articles of association to extend the date by which the Company must consummate a business combination at the 2023-03-03 meeting.
“The voting results for the Extension Amendment Proposal were as follows: The Extension Amendment Proposal For Against Abstain 24,647,586 4,068,772 0”
Brand Engagement Network Inc. entered into Non-Redemption Agreements with several unaffiliated third parties valued at an aggregate of 400,000 previously-held Class A ordinary shares.
“the Company and DHC Sponsor, LLC (the “Sponsor”), have entered into one or more non-redemption agreements (the “Non-Redemption Agreements”), with several unaffiliated third parties, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 400,000 previously-held Class A ordinary shares of the Company (“Non-Redeemed Shares”) in connection with the Articles Extension.”
Brand Engagement Network Inc. terminated Business Combination Agreement and Plan of Reorganization with GloriFi, Inc. (effective 2023-01-26).
“On January 26, 2023, DHC sent GloriFi written notice that DHC had terminated the Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the Business Combination Agreement.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.