0001493152-24-014497 | S-1 | XBRL Viewer | Brand Engagement Network INC

ACQUISITION (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

SCHEDULE OF CONSIDERATION TRANSFERRED FOR ALLOCATION TO ASSETS ACQUIRED AND LIABILITIES ASSUMED

Assets Acquired	Amount Recognized
In-process research and development intangible asset	$	17,000,000
Property and equipment		721,916
Liabilities assumed
Accounts payable		(57,700	)
Accrued expenses		(249,779	)
Short-term debt		(1,144,575	)
Total assets acquired and liabilities assumed		16,269,862

Total consideration	$	16,269,862

ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

ACCRUED EXPENSES

NOTE G – ACCRUED EXPENSES

Accrued expenses consisted of the following at December 31, 2023:

SCHEDULE OF ACCRUED EXPENSES

	December 31,
	2023
Accrued professional fees	$	245,751
Accrued compensation and related expenses		1,146,435
Due to related party		178,723
Accrued other		66,139
Accrued expenses	$	1,637,048

SCHEDULE OF CLASS A ORDINARY SHARES REFLECTED IN CONSOLIDATED BALANCE SHEETS (Details) - DHC Acquisition Corp [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accretion of carrying value to redemption value	$ 4,360,577	$ 4,462,497
Temporary Equity, Carrying Amount, Attributable to Parent	313,913,217
Temporary Equity, Carrying Amount, Attributable to Parent	22,056,915	313,913,217
Common Class A [Member]
Class A ordinary shares issuance costs			$ (16,924,264)
Accretion of carrying value to redemption value	4,360,577	4,462,497	27,136,138
Temporary Equity, Carrying Amount, Attributable to Parent		$ 313,913,217	309,450,720
Redemption	(296,216,878)
Temporary Equity, Carrying Amount, Attributable to Parent	$ 22,056,916		313,913,217
IPO [Member]
Gross proceeds			309,450,720
Proceeds allocated to Public Warrants			$ (10,211,874)

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE L – INCOME TAXES

The components of our deferred tax assets are as follows:

	2023			2022
	December 31,
	2023			2022
Deferred Tax Assets:
Intangible assets	$	280,000		$	-
Section 174		70,000			23,000
Accrued expenses		300,000			53,000
Federal net operating losses		1,200,000			180,000
Research and development credit		50,000			-
Total deferred tax assets		1,900,000			256,000
Less: Valuation allowance		(1,880,000	)		(256,000	)
Net Deferred Tax Assets:	$	20,000		$	-
Deferred Tax Liabilities:
Fixed assets	$	(20,000	)	$	-
Net Deferred Tax Liability	$	-		$	-

The benefit of income taxes for the years ended December 31, 2023 and 2022 consist of the following:

SCHEDULE OF BENEFIT OF INCOME TAXES

	2023			2022
	For the years ended December 31,
	2023			2022
U.S. federal
Current	$	-		$	-
Deferred		(1,624,000	)		(256,000	)
State and local
Current		-			-
Deferred		-			-
Valuation allowance		1,624,000			256,000
Income Tax Provision (Benefit)	$	-		$	-

A reconciliation of the statutory income tax rate to the effective tax rate is as follows:

	2023			2022
	December 31,
	2023			2022
Federal rate	$	(2,460,000	)	$	(142,000	)
Stock compensation		1,020,000			-
Gain on extinguishment		-			(115,000	)
Federal RTP		(30,000	)		-
Deferred tax adjustment		(150,000	)		-
Other		(4,000	)		1,000
Change in valuation allowance		1,624,000			256,000
Income Tax Provision (Benefit)	$	-		$	-

As of the Company’s last filed Federal returns on December 31, 2022 and 2021, the Company has net operating losses of $1,104,955 and $148,421, respectively, available for carryforward to future years. These operating losses are indefinite lived, however their deductibility is limited under Internal Revenue Code 720.

As of December 31, 2023 the Company has a valuation allowance of $1,880,000 against all net domestic deferred tax assets, for which realization cannot be considered more likely than not at this time. The net change in the valuation allowance was $1,624,000 for the year ended December31, 2023. Management assesses the need for the valuation allowance on an annual basis. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance.

On May 3, 2023 the Company acquired DM Lab in an asset purchase agreement, which is deemed an asset acquisition for tax purposes. Per the acquisition accounting, no goodwill was created in this transaction. As an asset deal, the fair value of the intangibles and fixed assets from the DM acquisition have the same book and tax basis’s as of the opening balance sheet date. The majority of the assets acquired were intangible assets and the intangible asset deferred account represents the difference between net book and net tax value of the acquired assets as of December 31, 2023.

Wyoming has no corporate income tax.

The Company does not expect any material changes in the amount of unrecognized tax benefits within the next twelve months. The Company files tax returns as prescribed by the laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The statute of limitations period is generally three years. Due to the extent of the net operating loss carryforward, however, all tax years remain open to examination.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

SHORT-TERM DEBT RELATED TO ACQUISITION OF DM LAB (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2024	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Short-term debt		$ 223,300
Subsequent Event [Member]
Debt Instrument [Line Items]
Short-term debt	$ 668,674
Debt maturity	January 2025
DM Lab [Member]
Debt Instrument [Line Items]
Loans outstanding amount		891,974
Debt instrument decrease amount		252,601
Interest expenses		$ 31,217	$ 0
DM Lab [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Interest rate		4.667%
DM Lab [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Interest rate		6.69%

Consolidated Statement of Cash Flows - USD ($)	12 Months Ended
Consolidated Statement of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (11,731,266)	$ (676,038)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	637,990	76,928
Allowance for uncollected receivables	20,000
Gain on debt extinguishment		(548,563)
Warrant exercised through services provided		100,000
Stock based compensation	4,878,655	18,750
Changes in operating assets and liabilities of the business
Prepaid expense and other current assets	(201,043)	(250)
Accounts receivable	(29,500)	(1,000)
Accounts payable	101,396	950,850
Accrued expenses	1,257,879
Other assets	8,850	(6,090)
Deferred revenue	2,290
Net cash used in operating activities	(5,054,749)	(85,413)
Cash flows from investing activities:
Purchase of property and equipment	(48,349)
Purchase of patents	(379,864)
Capitalized internal-use software costs	(453,709)
Asset acquisition (Note C)	(257,113)
Net cash used in investing activities	(1,139,035)
Cash flows from financing activities:
Proceeds from the sale of common stock	5,000,000
Proceeds from convertible notes	3,075,000
Proceeds from related party note	620,000
Payment of related party note	(120,000)
Proceeds received from option exercises	25,000
Proceeds received from warrant exercise	10,000	90,000
Payment of deferred financing costs	(711,859)
Advances to related parties	(159,464)	(13,685)
Proceeds received from related party advance repayments	138,110	11,108
Net cash provided by financing activities	7,876,787	87,423
Net increase in cash and cash equivalents	1,683,003	2,010
Cash and cash equivalents at the beginning of the period	2,010
Cash and cash equivalents at the end of the period	1,685,013	2,010
Supplemental Cash Flow Information
Cash paid for interest
Cash paid for income taxes
Supplemental Non-Cash Information
Capitalized internal-use software costs in accrued expenses	54,756
Stock-based compensation capitalized as part of capitalized software costs	61,458
Conversion of convertible notes into common shares	3,075,000
Conversion of accounts payable and short-term debt into common shares	432,963	37,437
Property and equipment in accounts payable	2,326
Warrants exercise through settlement of accounts payable	40,000
Deferred financing costs in accounts payable	711,234
Deferred financing costs in accrued expenses	74,636
Fair value of common stock issued in connection with asset acquisition	16,012,750
DHC Acquisition Corp [Member]
Cash flows from operating activities:
Net loss	(6,879,994)	7,206,713
Adjustments to reconcile net loss to net cash provided by operating activities:
Interest income on investments held in Trust Account	(4,360,578)	(4,462,497)
Change in fair value of warrant liabilities	164,410	(8,135,024)
Fair value of Founder Shares assigned in connection with the non-redemption agreements	8,614,541
Forgiveness of deferred underwriting fee payable	(348,344)
Changes in operating assets and liabilities of the business
Due from Sponsor	(1,500)	(1,500)
Prepaid expenses	59,863	327,136
Accounts payable and accrued expenses	1,929,161	4,416,306
Net cash used in operating activities	(822,441)	(648,866)
Cash flows from investing activities:
Cash withdrawn from Trust Account in connection with redemption	296,233,702
Trust receivable	(16,824)
Net cash used in investing activities	296,216,878
Cash flows from financing activities:
Advances from related party	650,000
Redemption of ordinary shares	(296,216,878)
Net cash provided by financing activities	(295,566,878)
Net increase in cash and cash equivalents	(172,441)	(648,866)
Cash and cash equivalents at the beginning of the period	212,608	861,474
Cash and cash equivalents at the end of the period	40,167	212,608
Supplemental Non-Cash Information
Forgiveness of deferred underwriting fee payable	$ (10,049,200)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

12 Months Ended

Dec. 31, 2023

DHC Acquisition Corp [Member]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DHC Acquisition Corp (now known as Brand Engagement Network Inc.) (the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on December 22, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company was not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Business Combination

On March 14, 2024 (the “Closing Date”), Brand Engagement Network Inc., a Delaware corporation f/k/a DHC Acquisition Corp (“BEN”, the “Company” and, prior to Closing, “DHC”), consummated the previously announced business combination pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated as of September 7, 2023 (the “Business Combination Agreement”), by and among the Company, BEN Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”), Brand Engagement Network Inc., a Wyoming corporation (“Legacy BEN”) and DHC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), following approval thereof at a special meeting of the Company’s shareholders held on March 5, 2024 (the “Special Meeting”).

Pursuant to the terms of the Business Combination Agreement, on March 13, 2024, the Company migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the “Domestication”) and changed its name to Brand Engagement Network Inc. On March 14, 2024, the Company consummated the business combination with Brand Engagement Network Inc., a Wyoming corporation (“Legacy BEN”), which merged into the Company’s subsidiary, BEN Merger Subsidiary Corp., a Delaware corporation (“Merger Sub” and such business combination, the “Business Combination”).

At the Special Meeting, the Company’s shareholders approved the Business Combination as well as other proposals related to the Business Combination. On March 14, 2024, the parties to the Business Combination Agreement completed the Business Combination. Prior to and in connection with the Special Meeting, holders of 1,949,706 shares of Class A ordinary shares of the Company exercised their right to redeem those shares for cash at a redemption price originally estimated at approximately $10.77 per share, for an estimated aggregate redemption amount of approximately $20,998,333.62. Ultimately, on the Closing Date, holders of 1,908,504 shares of Class A ordinary shares of DHC redeemed those shares for cash at a redemption price at approximately $10.80 per share, for an aggregate redemption amount of approximately $20,612,041, which was paid out of the trust account established in connection with DHC’s initial public offering following the Closing.

As of the open of trading on March 15, 2024, the Common Stock and public warrants of the Company began trading on the Nasdaq Stock Market LLC (“Nasdaq”) as “BNAI” and “BNAIW,” respectively.

Business Prior to the Business Combination

As of December 31, 2023, the Company had one wholly owned subsidiary that was created on July 22, 2022, BEN Merger Subsidiary Corp, a Delaware corporation (“Merger Sub”), formerly known as Glory Merger Subsidiary Corp.

On March 3, 2023, the Company held an extraordinary general meeting (the “First Extension Meeting”) to vote on a number of proposals, including a proposal to approve an amendment the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from March 4, 2023 to December 4, 2023 (the “Combination Period”). The proposal was approved by the Company’s shareholders. In connection with the First Extension Meeting, the holders of 26,298,498 Class A ordinary shares of the Company (the “Redeeming Shareholders”) properly exercised their right to redeem their Class A ordinary shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of approximately $268,585,000. This could adversely impact the Company’s ability to consummate a business combination within the Combination Period.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

On December 1, 2023, the Company held an extraordinary general meeting (the “Second Extension Meeting”) to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from December 4, 2023 to May 4, 2024. The Article Amendment is effective as of December 1, 2023.

In connection with the Second Extension Meeting, the holders of 2,589,121 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.67 per share, for an aggregate redemption amount of approximately $27,631,384.

All activity through December 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the cash held in an interest bearing account), along with income or loss from the change in fair value of the warrant liabilities.

The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to DHC Sponsor LLC, a Delaware limited liability company (the “Sponsor”) generating gross proceeds of $9,000,000, which is described in Note 5.

Following the closing of the Initial Public Offering on March 4, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds deposited in the Trust Account to $309,450,720.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Transaction costs amounted to $17,501,346, consisting of $6,189,014 in cash underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other offering costs.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 6) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an Initial Business Combination.

Business Combination Agreement

On July 25, 2022, the Company entered into a Business Combination Agreement and Plan of Reorganization (the “GloriFi Business Combination Agreement”) by and among the Company, Merger Sub and With Purpose, Inc. (d/b/a GloriFi, Inc.), a Delaware corporation (“GloriFi”). On January 26, 2023, the Company sent GloriFi written notice that it had terminated the GloriFi Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the GloriFi Business Combination Agreement. The Company’s decision to terminate the GloriFi Business Combination Agreement took into account the fact that GloriFi had previously publicly announced that GloriFi was winding down its operations and closing its digital banking platform and other products. As a result of the termination of the GloriFi Business Combination Agreement, each of the Ancillary Agreements (as defined in the GloriFi Business Combination Agreement) were terminated.

On September 7, 2023, the Company, 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), 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. In connection with the Merger, and as further described below, DHC will change its name to “Brand Engagement Network Inc.” (“New BEN”).

Pursuant to the Business Combination Agreement, on March 13, 2024, the day preceding the closing of the Merger (the “Closing”) and following the exercise of their redemption right by the shareholders of DHC (the “DHC Shareholders”), DHC changed its jurisdiction of incorporation by domesticating as a corporation incorporated under the laws of the State of Delaware in accordance with the Delaware General Corporation Law and the Companies Act (as revised) of the Cayman Islands (the “Domestication”).

Upon the effectiveness of the Domestication:

●

DHC changed its name to “Brand Engagement Network Inc.”

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

●

each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of DHC converted automatically into one (1) share of common stock, par value $0.0001 per share, of New BEN (the “New BEN Common Stock”);

●

each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of DHC converted automatically into one (1) share of New BEN Common Stock;

●

each then issued and outstanding DHC warrant exercisable to purchase one Class A ordinary share of DHC converted automatically into one warrant exercisable to purchase one share of New BEN Common Stock (the “New BEN Warrants”); and

●

each unit consisting of one Class A ordinary share of DHC and one-third (1/3) of one DHC warrant converted automatically into a unit consisting of one share of New BEN Common Stock and one-third (1/3) of one New BEN Warrant.

The obligations of BEN and DHC to consummate the Transactions were subject to the satisfaction or waiver (where permissible) at or prior to the Closing of various conditions, including, among other things, (i) expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (ii) the accuracy of the representations and warranties of DHC and BEN, respectively; (iii) the performance by DHC and BEN, respectively, of its covenants and agreements; (iv) the absence of any material adverse effect that is continuing with respect to DHC and BEN, respectively, during the Interim Period; (v) the approval of BEN’s stockholders and the DHC Shareholders; (vi) the effectiveness of a registration statement on Form S-4 to be filed with the SEC in connection with the Transactions (the “Registration Statement”); (vii) the receipt of requisite government approvals; (viii) DHC having at least $5,000,001 of net tangible assets following the exercise of redemption rights provided in accordance with the organizational documents of DHC; (ix) as a condition to DHC’s obligations to consummate the Transactions, the continued effectiveness of the Reseller Agreement and the Subscription Agreement (each as defined below); and (x) as a condition to BEN’s obligations to consummate the Transactions, the shares of New BEN Common Stock shall have been approved for listing on the Nasdaq Capital Market, or another national securities exchange mutually agreed to by the Parties.

The parties to the Business Combination Agreement made customary representations, warranties and covenants, including, among others, with respect to the conduct of the businesses of BEN and DHC during the period between execution of the Business Combination Agreement and the Closing.

Stockholder Support Agreement

On September 7, 2023, DHC, BEN, and certain stockholders of BEN (“Key BEN Holders”) entered into a Stockholder Support Agreement (the “Stockholder Support Agreement”) pursuant to which the Key BEN Holders agreed to, among other things, (i) waive any appraisal rights in connection with the Merger and (ii) consent to and vote in favor of the Business Combination Agreement and the Transactions.

Lock-Up Agreement

On September 7, 2023, DHC and certain stockholders of BEN entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which such stockholders agreed not to, subject to the occurrence of the Closing, (a) sell or otherwise dispose of, or agree to sell or dispose of, directly or indirectly, certain shares of DHC Common Stock held by such persons immediately after the Closing or any shares of DHC Common Stock issuable upon the exercise of options, warrants or other convertible securities to purchase shares of New BEN Common Stock held by such persons immediately after the Closing (collectively, “Lock-Up Shares”), (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Lock-Up Shares, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) until the earlier of (i) the twelve (12) month anniversary of the Closing Date, (ii) the date on which the last reported sale price of shares of New BEN Common Stock equals or exceeds $18.00 per share for twenty (20) of any thirty (30) consecutive trading days commencing ninety (90) days after the Closing Date, or (iii) the date specified in a written waiver pursuant to the terms of the Lock-Up Agreement.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had $40,167 in its operating bank account and a working capital deficit of $7,975,260.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2023, there were no amounts outstanding under any Working Capital Loan.

In connection with the extraordinary general meeting of shareholders held on March 3, 2023 (the “First Extension Meeting”), to extend the date by which the Company has to consummate a business combination (the “Articles Extension”) from March 4, 2023 to December 4, 2023, the Company and 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. In exchange for the foregoing commitments not to redeem such previously held Class A ordinary shares, the Sponsor agreed to transfer an aggregate of 150,000 Class B ordinary shares of the Company held by the Sponsor to such third parties immediately following consummation of an initial business combination if such third parties continued to hold such Non-Redeemed Shares through the Extension Meeting. In Connection with Extension meeting, the Redeeming Shareholders properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of $268,585,494.

In connection with the extraordinary general meeting of shareholders held on December 1, 2023, to extend the date by which the Company has to consummate a business combination (the “Articles Extension”) from December 4, 2023 to May 4, 2024, the Company and the Sponsor have entered into one or more non-redemption agreements with several unaffiliated third parties, pursuant to which such third parties holders of an aggregate of 1,971,536 previously-held Class A ordinary shares of the Company agreed not to redeem (or to validly rescind any redemption requests on) such shares in connection with the Articles Extension. In exchange for the foregoing commitments not to redeem such previously-held Class A ordinary shares, the Sponsor agreed to transfer an aggregate of 246,443 Class B ordinary shares of the Company held by the Sponsor to such third parties immediately following consummation of an initial business combination if such third parties continued to hold such Non-Redeemed Shares through the Extension Meeting.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) Topic 205-40, “Basis of Presentation—Going Concern”, management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern, which is considered to be one year from the issuance of these financial statements. On March 14, 2024, the Company consummated the Transaction, however, the liquidity condition of the Company remains unstable. The uncertainty around the Company’s ability to stabilize the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to raise additional capital in order to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued professional fees	$ 245,751
Accrued compensation and related expenses	1,146,435
Due to related party	178,723
Accrued other	66,139
Accrued expenses	$ 1,637,048

PRIVATE PLACEMENT (Details Narrative) - USD ($)		12 Months Ended
PRIVATE PLACEMENT (Details Narrative) - USD ($)	Mar. 05, 2021	Dec. 31, 2023	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Class of warrants or rights, exercise price		$ 0.80
IPO [Member] \| DHC Acquisition Corp [Member]
Class of Warrant or Right [Line Items]
Proceeds from issuance of warrants			$ 10,211,874
Underwriters [Member] \| Over-Allotment Option [Member] \| DHC Acquisition Corp [Member] \| Partial Exercise Of Over Allotment Option [Member]
Class of Warrant or Right [Line Items]
Class of warrant or rights issued during period	126,010
Class of warrant or rights issued during period, price per warrant or right	$ 1.50	1.50
Proceeds from issuance of warrants	$ 189,015
Private Placement Warrants [Member] \| DHC Acquisition Corp [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights, exercise price		$ 11.50
Private Placement Warrants [Member] \| Sponsor [Member] \| IPO [Member] \| DHC Acquisition Corp [Member]
Class of Warrant or Right [Line Items]
Class of warrant or rights issued during period		6,000,000
Class of warrant or rights issued during period, price per warrant or right		$ 1.50
Class of warrants or rights subscribed but not issued value		9,000,000
Proceeds from issuance of warrants		$ 9,000,000
Private Placement Warrants [Member] \| Sponsor [Member] \| Over-Allotment Option [Member] \| DHC Acquisition Corp [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights subscribed but not issued value		900,000
Class of warrants or rights subscribed but not issued		600,000

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member] DHC Acquisition Corp [Member] Common Class B [Member]	Common Stock [Member]	Additional Paid-in Capital [Member] DHC Acquisition Corp [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member] DHC Acquisition Corp [Member]	Retained Earnings [Member]	DHC Acquisition Corp [Member]	Total
Balance at Dec. 31, 2021	$ 774	$ 59,370		$ 1,279,790	$ (18,905,470)	$ (894,416)	$ (18,904,696)	$ 444,744
Balance, shares at Dec. 31, 2021	7,736,268	59,370,000
Accretion for Class A ordinary shares to redemption amount					(4,462,497)		(4,462,497)
Net income (loss)					7,206,713	(676,038)	7,206,713	(676,038)
Option and warrant exercises		$ 350		34,650				35,000
Option and warrant exercises, shares		350,000
Stock issued in conversion of accounts payable and loans payable		$ 2,431		35,006				37,437
Stock issued in conversion of accounts payable and loans payable, shares		2,431,000
Stock issued in accounts payable conversion through warrant exercise		$ 1,000		99,000				100,000
Stock issued in accounts payable conversion through warrant exercise, shares		1,000,000
Stock-based compensation				18,750				18,750
Balance at Dec. 31, 2022	$ 774	$ 63,151		1,467,196	(16,161,254)	(1,570,454)	(16,160,480)	(40,107)
Balance, shares at Dec. 31, 2022	7,736,268	63,151,000
Net income (loss)							(5,213,464)
Contribution by Sponsor							7,291,533
Balance at Mar. 31, 2023			4,515,979		(21,374,718)
Balance at Dec. 31, 2022	$ 774	$ 63,151		1,467,196	(16,161,254)	(1,570,454)	(16,160,480)	(40,107)
Balance, shares at Dec. 31, 2022	7,736,268	63,151,000
Net income (loss)							(5,469,799)
Balance at Jun. 30, 2023			3,996,669		(21,631,053)
Balance at Dec. 31, 2022	$ 774	$ 63,151		1,467,196	(16,161,254)	(1,570,454)	(16,160,480)	(40,107)
Balance, shares at Dec. 31, 2022	7,736,268	63,151,000
Net income (loss)							(7,059,712)
Balance at Sep. 30, 2023			3,423,088		(23,220,936)
Balance at Dec. 31, 2022	$ 774	$ 63,151		1,467,196	(16,161,254)	(1,570,454)	(16,160,480)	(40,107)
Balance, shares at Dec. 31, 2022	7,736,268	63,151,000
Accretion for Class A ordinary shares to redemption amount			(4,360,577)				(4,360,577)
Net income (loss)					(6,879,994)	(11,731,266)	(6,879,994)	(11,731,266)
Contribution by Sponsor			8,614,541				8,614,541
Forgiveness of deferred underwriting fee					10,049,200		10,049,200
Option and warrant exercises		$ 750		60,188				$ 60,938
Option and warrant exercises, shares		750,000						250,000
Stock issued in conversion of accounts payable and loans payable		$ 883		432,080				$ 432,963
Stock issued in conversion of accounts payable and loans payable, shares		882,963
Stock-based compensation				4,940,113				4,940,113
Stock issued for DM Lab APA		$ 16,013		15,996,737				16,012,750
Stock issued for DM Lab APA, shares		16,012,750
Vesting of early exercised options				14,062				14,062
Stock issued in conversion of convertible notes		$ 3,075		3,071,925				3,075,000
Stock issued in conversion of convertible notes, shares		3,075,000
Sale of common stock, net of issuance costs		$ 2,283		4,927,717				4,930,000
Sale of common stock, net of issuance costs, shares		2,283,105
Balance at Dec. 31, 2023	$ 774	$ 86,155	$ 4,253,964	$ 30,910,018	$ (12,992,048)	$ (13,301,720)	$ (8,737,310)	$ 17,694,453
Balance, shares at Dec. 31, 2023	7,736,268	86,154,818

CONVERTIBLE NOTES

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

CONVERTIBLE NOTES

NOTE I — CONVERTIBLE NOTES

During the year ended December 31, 2023, the Company issued and sold convertible notes with an aggregate original principal amount of $3,075,000. The convertible notes bear interest at an annual rate of 10% and mature in 6 months from the issuance of the applicable note. The notes are convertible into the common stock of the Company at the option of the holder at a conversion price of $1.00 per share. During the year ended December 31, 2023, all of the convertible notes had been converted into BEN common stock.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ / shares in Units, ₩ in Millions					4 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares	Nov. 01, 2023 USD ($)	Mar. 05, 2021 shares	Mar. 04, 2021 shares	Mar. 10, 2024 KRW (₩)	Dec. 31, 2023 KRW (₩)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2024 KRW (₩)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Mar. 14, 2024 USD ($)	Dec. 31, 2023 KRW (₩)	Aug. 12, 2023 USD ($)	Feb. 27, 2023 USD ($)	Jan. 27, 2021 USD ($)
Loss Contingencies [Line Items]
Accounts payable and accrued expenses	$ 245,751									$ 245,751
Research and development expense										236,710	$ 136,404
Research and Development Sponsorship Agreement One [Member] \| Korea University [Member]
Loss Contingencies [Line Items]
Research and development expense \| ₩						₩ 275.0
Sponsor fees	180,950
Remaining owes research and development expense	30,800									30,800			₩ 40.0
Research and Development Sponsorship Agreement Two [Member] \| Korea University [Member]
Loss Contingencies [Line Items]
Sponsor fees	4,574
Remaining owes research and development expense	$ 12,058									$ 12,058			₩ 15.7
Subsequent Event [Member] \| Research and Development Sponsorship Agreement Two [Member] \| Korea University [Member]
Loss Contingencies [Line Items]
Research and development expense \| ₩					₩ 21.6
Subsequent Event [Member] \| Research and Development Sponsorship Agreement Two [Member] \| Korea University [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Research and development expense								$ 406,560	₩ 528.0
DHC Acquisition Corp [Member]
Loss Contingencies [Line Items]
Number of days after the completion of the business combination										45 days
Stock issued during period \| shares				300,000,000
Stock repurchased and retired during period, shares \| shares			3,554,928
Deferred underwriting fee payable, per unit \| $ / shares	$ 0.35									$ 0.35
Deferred underwriting fee	$ 10,830,775									$ 10,830,775
Deferred underwriting fee forgiven		$ 10,397,544
Adjustment to additional paid in capital deferred underwriting commission waived										10,397,544
Gain on extinguishment of underwriting liability recognized in income statement										348,344
Deferred underwriting fee payable	433,231									433,231	10,830,775
DHC Acquisition Corp [Member] \| Agreement With The Companies Legal Advisors [Member]
Loss Contingencies [Line Items]
Other commitement														$ 4,000,000
Remaining commitment amount post business combination														$ 1,750,000
DHC Acquisition Corp [Member] \| Agreement With The Companies Legal Advisors [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Remaining commitment amount post business combination												$ 500,000
Consideration Paid												$ 3,500,000
Captial raised in the form of debt or equity								1,000,000
Proceeds raised from captial								5,000,000
Principle consideration payable							$ 1,250,000	1,750,000
Monthly installement of principle consideration payable							$ 125,000	$ 145,833
DHC Acquisition Corp [Member] \| Other Current Liabilities [Member] \| Agreement With The Companies Legal Advisors [Member]
Loss Contingencies [Line Items]
Accounts payable and accrued expenses	4,380,958									4,380,958	2,691,769
DHC Acquisition Corp [Member] \| Consulting Agreement [Member]
Loss Contingencies [Line Items]
Consultant fee																$ 2,000,000
DHC Acquisition Corp [Member] \| Consulting Agreement [Member] \| Accounts Payable and Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Accounts payable and accrued expenses	$ 2,000,000									2,000,000	$ 2,000,000
DHC Acquisition Corp [Member] \| Capital Market Advisory Agreement [Member]
Loss Contingencies [Line Items]
Transaction fee payable minimum															$ 2,000,000
Additional transaction fees payable as a percentage of amount raised from investors															4.00%
DHC Acquisition Corp [Member] \| Retained Earnings [Member]
Loss Contingencies [Line Items]
Stockholders equity forgiveneess of deferred underwriting fees										$ 10,049,200
Over-Allotment Option [Member] \| DHC Acquisition Corp [Member]
Loss Contingencies [Line Items]
Option vesting period										30 days
Stock issued during period \| shares										4,500,000
Over-Allotment Option [Member] \| DHC Acquisition Corp [Member] \| Partial Exercise Of Over Allotment Option [Member] \| Underwriters [Member]
Loss Contingencies [Line Items]
Stock issued during period \| shares			945,072

CONVERTIBLE NOTES (Details Narrative) - USD ($)	12 Months Ended
CONVERTIBLE NOTES (Details Narrative) - USD ($)	Dec. 31, 2023	Apr. 30, 2023
Short-Term Debt [Line Items]
Conversion price per share		$ 1.00
Convertible Notes [Member]
Short-Term Debt [Line Items]
Aggregate original principal amount	$ 3,075,000
Annual interest rate	10.00%
Maturity date description	mature in 6 months from the issuance of the applicable note.
Conversion price per share	$ 1.00

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
SUBSEQUENT EVENTS	NOTE P – SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet date through March 19, 2024, the date at which the consolidated financial statements were available to be issued, and there are no other items requiring disclosure except for the following. Stock Options During January and February of 2024, the Company granted options to acquire 150,000 shares of common stock of the Company at an exercise price of $2.19 which were fully vested upon grant. Merger with DHC Acquisition Corp On March 14, 2024 (the “Closing Date”), DHC Acquisition Corp (“DHC”) a Cayman Islands exempted company, consummated the previously announced business combination pursuant to that certain 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 (“Merger Sub”), DHC Sponsor, LLC, a Delaware limited liability company, and the Company. Pursuant to the terms of the Business Combination Agreement, a business combination between DHC and the Company was effected through the merger of Merger Sub with and into the Company, with the Company as the surviving company in the business combination, and after giving effect to such merger, continuing as a wholly owned subsidiary of DHC (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Each share of the Company’s common stock issued and outstanding immediately prior to the closing of the Business Combination was converted into the right to receive 0.2701 (the “Exchange Ratio”) shares of DHC common stock. At the closing of the Business Combination, DHC issued 25,641,321 shares of common stock to the former holders of the Company’s common stock. In addition, pursuant to the Business Combination Agreement, options and warrants to purchase the Company’s common stock that were issued and outstanding immediately prior to the closing were assumed and adjusted pursuant to the Exchange Ratio and in accordance with the terms of their agreements into options and warrants to purchase common stock of DHC. The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, the Company will be deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which the Company is issuing stock for the net assets of DHC. The net assets of DHC would be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the closing of the Business Combination would be those of the Company. Following the Business Combination, the shareholders of the Company held 76.0% of the combined company, and the shareholders of DHC, sponsors and advisors held 24.0% of the combined company. AFG Companies, Inc. Prior to or concurrently with the execution and delivery of the Business Combination Agreement, (i) the Company and AFG Companies, Inc., a Texas automotive finance and insurance company (“AFG”) entered into the Reseller Agreement providing for, among other things, AFG to act as the Company’s exclusive reseller of certain products of the Company on terms and conditions set forth therein and, as partial consideration to AFG for such services to the Company, the Company shall issue a number of shares of its common stock to AFG as of immediately prior to the consummation of the Business Combination with an aggregate value of $17,500,000 as of the issuance date, and (ii) the Company and AFG and certain of its affiliates (“AFG Investors”) have entered into the Subscription Agreement providing for, among other things, the purchase of shares of the Company’s common stock in a private placement by the AFG Investors as of immediately prior to the time at which the Business Combination becomes effective (“Effective Time”) in exchange for $5,500,000 in cash contributed to the Company, in each case, subject to and contingent upon the consummation of the Business Combination. Additionally, at the Effective Time, the Company will issue to AFG a non-transferable warrant to purchase up to 3,750,000 shares of the combined company’s common stock at a price of $10.00 per share, with AFG’s right to exercise such warrant vesting based upon revenues earned from the sales of the Company’s products paid by AFG to the Company pursuant to the Reseller Agreement. Concurrently with the execution and delivery of the Business Combination Agreement, the Company received $5,500,000 from AFG pursuant to the Subscription Agreement and the Company issued an aggregate of 8,515,376 shares of the Company’s common stock to AFG pursuant to the Subscription Agreement and Reseller Agreement.
DHC Acquisition Corp [Member]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 11, 2024, the Company received a notice (the “Annual Meeting Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC 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 end, or until June 28, 2024, to regain compliance. BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company intends to submit a compliance plan within the specified period. While the compliance plan is pending, the Company’s securities will continue to trade on Nasdaq. On 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 requested 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 IPO registration statement. The Company timely requested a hearing before the Panel to request sufficient time to complete the Company’s previously disclosed Business Combination. In addition, the Deadline Notice indicated that the Company should be prepared to address the concerns raised in the Annual Meeting Notice in its hearing before the Panel related to the Deadline Notice. The hearing request resulted in a stay of any suspension or delisting action pending the outcome of the hearing. There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance with Nasdaq IM-5101-2 or Nasdaq Listing Rule 5620(a), and maintain compliance with other Nasdaq listing requirements. While request for a hearing before the Panel is pending, the Company’s securities will continue to trade on Nasdaq. The Company expects that its non-compliance with Nasdaq IM-5101-2 has been resolved upon closing of the Business Combination. Pursuant to the Business Combination Agreement, on March 13, 2024, DHC changed its jurisdiction of incorporation by domesticating as a corporation incorporated under the laws of the State of Delaware in accordance with the Delaware General Corporation Law and the Companies Act (as revised) of the Cayman Islands. On the Closing Date, DHC consummated the previously announced business combination pursuant to the Business Combination Agreement, following approval thereof at the Special Meeting. On March 14, 2024, the Company and BEN amended the agreement with the Legal Advisors as described in Note 7.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 01, 2023	Mar. 03, 2023
Cash equivalents	$ 1,685,013	$ 2,010
Income Tax Expense (Benefit)
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	750,000	350,000
Carrying value of long lived assets held	$ 802,557
Deferred financing costs	1,427,729
Allowance for account receivables	20,000	25,000
Impairment of long lived assets	0	0
Capitalized internal-use software costs	569,923
Capitalized internal-use software amortization costs	0
Capitalized internal-use software impairment costs	0
Short term lease expense	186,202	19,000
KOREA, REPUBLIC OF
Carrying value of long lived assets held	$ 1,012,291
DHC Acquisition Corp [Member]
Term Of short term investments	3 months
Cash equivalents
Assets held in the Trust Account	22,040,092	313,913,217
Overpayment amount		887,555
Accounts receivable after allowance	16,824
Cash, FDIC Insured Amount	250,000
Aggregate offering costs incurred	17,501,347
Offering costs charged to temporary equity	16,915,008
Offering costs expensed	586,339
Unrecognized Tax Benefits	0	0
Accrued interest	0	$ 0
Income Tax Expense (Benefit)
Weighted Average Number of Shares Outstanding, Diluted, Adjustment	0	0
DHC Acquisition Corp [Member] \| Trust Accounts Receivable [Member]
Accounts Receivable, after Allowance for Credit Loss, Noncurrent	$ 870,731
DHC Acquisition Corp [Member] \| Common Class A [Member]
Temporary Equity, Redemption Price Per Share	$ 0.03		$ 10.67	$ 10.21
Temporary Equity, Shares Outstanding	2,057,453	30,945,072
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	16,441,034
DHC Acquisition Corp [Member] \| Cash [Member]
Assets held in the Trust Account	$ 22,040,092	$ 313,913,217

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2023

DHC Acquisition Corp [Member]

SCHEDULE OF FAIR VALUE OF FOUNDER SHARES

The fair value of the founders shares was based on the following significant inputs:

	February 28, 2023			December 1, 2023

Risk-free interest rate		4.72	%		5.38	%
Remaining life of the Company		0.76			0.42
Value if De-SPAC scenario	$	10.21		$	10.67
Value in no De-SPAC scenario	$	0.00		$	0.00
Probability of transaction		50.00	%		50.00	%
Present value factor		0.97			1.01
Equity securities, FV-NI, measurement input		0.97			1.01

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2023

DHC Acquisition Corp [Member]

SCHEDULE OF FAIR VALUE HIERARCHY VALUATION INPUTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	December 31, 2023			December 31, 2022
	Level	Amount		Level		Amount
Assets:
Cash and investments held in Trust Account	1	$	22,040,092		1	$	313,913,217
Liabilities:
Warrant Liabilities – Public Warrants	2	$	206,300		2	$	103,150
Warrant Liabilities – Private Placement Warrants	2	$	122,520		2	$	61,260

INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expenses	$ 98,033	$ 76,928

SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details)	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 140,243
2025	140,243
2026	140,243
2027	140,243
2028	140,243
Thereafter	180,932
Total	$ 882,147

NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Apr. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Date when an entity was incorporated	Apr. 17, 2018
Convertible note conversion price			$ 1.00
Accumlated deficit	$ 13,301,720	$ 1,570,454
Net loss	11,731,266	676,038
Cash used in operating activities	$ 5,054,749	$ 85,413

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

PUBLIC OFFERING (Details Narrative) - USD ($)			12 Months Ended
PUBLIC OFFERING (Details Narrative) - USD ($)	Mar. 05, 2021	Mar. 04, 2021	Dec. 31, 2023	Dec. 31, 2021
Warrants exercise price per share			$ 0.80
Stock issued during period value new issues			$ 16,012,750
DHC Acquisition Corp [Member]
Stock issued during period shares new issues		300,000,000
Payment to acquire restricted investments			9,450,720
Assets held in the trust account			$ 309,450,720
IPO [Member] \| DHC Acquisition Corp [Member]
Proceeds from sale of private placement warrants				$ 10,211,874
Over-Allotment Option [Member] \| DHC Acquisition Corp [Member]
Stock issued during period shares new issues			4,500,000
Over-Allotment Option [Member] \| DHC Acquisition Corp [Member] \| Partial Exercise Of Over Allotment Option [Member] \| Underwriters [Member]
Stock issued during period shares new issues	945,072
Stock issued during period value new issues	$ 9,450,720
Class of warrant or rights issued during period	126,010
Class of warrant or rights issued during period, price per warrant or right	$ 1.50		$ 1.50
Proceeds from sale of private placement warrants	$ 189,015
Common Class A [Member] \| DHC Acquisition Corp [Member] \| Public Warrants [Member]
Common stock, conversion basis		Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 10)
Common Class A [Member] \| IPO [Member] \| DHC Acquisition Corp [Member]
Stock issued during period shares new issues		30,000,000
Shares issue price		$ 10.00
Warrants exercise price per share		$ 11.50
Common Class A [Member] \| Over-Allotment Option [Member] \| DHC Acquisition Corp [Member]
Stock issued during period shares new issues		30,000,000
Shares issue price		$ 10.00

WARRANT LIABILITIES (Details Narrative) - $ / shares	12 Months Ended
WARRANT LIABILITIES (Details Narrative) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Class of warrants or rights, outstanding	3,850,000
DHC Acquisition Corp [Member]
Number of days after consummation of business combination within which registration with securities exchange commission shall be effective	60 days
DHC Acquisition Corp [Member] \| Common Class A [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member]
Sale of stock issue price per share	$ 9.20
Proceeds to be used for business combination as a percentage of total equity proceeds	60.00%
Number of trading days for determining volume weighted average trading price of the ordinary shares	20 days
Volume weighted average trading price of shares	$ 9.20
Class of warrants or rights, Exercise price as a percentage of newly issued price	115.00%
Newly issued price per share	$ 18.00
DHC Acquisition Corp [Member] \| Common Class A [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member] \| Warrant Exercise Price Two [Member]
Class of warrants or rights, Exercise price as a percentage of newly issued price	180.00%
DHC Acquisition Corp [Member] \| Common Class A [Member] \| Share Redemption Triger Price [Member] \| Share Price Ten Usd [Member]
Share price	$ 10.00
Public Warrants [Member] \| DHC Acquisition Corp [Member]
Class of warrants or rights, outstanding	10,315,024	10,315,024
Class of warrants or rights period after which the warrants or rights are exercisable	1 year
Class of warrant or right days from which warrants or rights exercisable	30 days
Class of warrants or rights period after which the warrants or rights are exercisable	5 years
Public Warrants [Member] \| DHC Acquisition Corp [Member] \| Redemption Trigger Price One [Member] \| Common Class A [Member]
Share price	$ 18.00
Class of warrants or rights, redemption price per warrant or right	$ 0.01
Class of warrants or rights, notice of redemption period	30 days
Number of trading days determining closing price of ordinary shares	20 days
Number of consecutive trading days for determining the closing price of shares	30 days
Period during which the registered propsectus shall be available for warrant redemption	30 days
Public Warrants [Member] \| DHC Acquisition Corp [Member] \| Redemption Trigger Price Two [Member] \| Common Class A [Member]
Share price	$ 10.00
Class of warrants or rights, redemption price per warrant or right	$ 0.10
Class of warrants or rights, notice of redemption period	30 days
Number of trading days determining closing price of ordinary shares	20 days
Number of consecutive trading days for determining the closing price of shares	30 days
Private Placement Warrants [Member] \| DHC Acquisition Corp [Member]
Class of warrants or rights, outstanding	6,126,010	6,126,010
Class of warrants or rights lock in period	30 days
Private Placement Warrants [Member] \| DHC Acquisition Corp [Member] \| Common Class A [Member]
Share price	$ 18.00
Number of trading days determining closing price of ordinary shares	20 days
Number of consecutive trading days for determining the closing price of shares	30 days

RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock, Shares, Outstanding	86,154,818	63,151,000
Common Class B [Member] \| DHC Acquisition Corp [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock, Shares, Outstanding	7,736,268	7,736,268
Previously Reported [Member] \| Common Class B [Member] \| DHC Acquisition Corp [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock, Shares, Outstanding	150,000
Common Stock, Value, Outstanding	$ 7,256,667
Revision of Prior Period, Error Correction, Adjustment [Member] \| Common Class B [Member] \| DHC Acquisition Corp [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common Stock, Shares, Outstanding	1,462,500
Common Stock, Value, Outstanding	$ 744,274

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 74: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
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Reference 75: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482833/825-10-65-6

Reference 76: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482833/825-10-65-6

Reference 77: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6
-Subparagraph (c)(1)
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-URI https://asc.fasb.org//1943274/2147482833/825-10-65-6

Reference 78: http://www.xbrl.org/2003/role/disclosureRef
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Reference 79: http://www.xbrl.org/2003/role/disclosureRef
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Reference 80: http://www.xbrl.org/2003/role/disclosureRef
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Reference 81: http://www.xbrl.org/2003/role/disclosureRef
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Reference 82: http://www.xbrl.org/2003/role/disclosureRef
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Reference 83: http://www.xbrl.org/2003/role/disclosureRef
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Reference 84: http://www.xbrl.org/2003/role/disclosureRef
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Reference 85: http://www.xbrl.org/2003/role/disclosureRef
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Reference 86: http://www.xbrl.org/2003/role/disclosureRef
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Reference 87: http://www.xbrl.org/2003/role/disclosureRef
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Reference 88: http://www.xbrl.org/2003/role/disclosureRef
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Reference 90: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 92: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480424/946-10-50-3

+ Details

DEFERRED REVENUE

12 Months Ended

Dec. 31, 2023

Revenue Recognition and Deferred Revenue [Abstract]

DEFERRED REVENUE

NOTE M – DEFERRED REVENUE

In December 2021, the Company invoiced customers, related through common ownership, for $50,000 for which services were not yet performed as of December 31, 2022. The Company refunded the amount to the customers during the year ended December 31, 2023.

EQUITY-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF WEIGHTED AVERAGE VALUATION ASSUMPTIONS

The following table provides the weighted average assumptions included in the Black-Scholes Merton pricing model for the options granted:

	Year Ended December 31,
	2023
Expected term		5.39 years
Risk-free interest rate		3.81	%
Dividend yield		0.00	%
Volatility		50.42	%

SUMMARY OF SHARE-BASED PAYMENT ARRANGEMENT OPTION ACTIVITY

A summary of option activity for the years ended December 31, 2023 and 2022 is as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (in years)
Outstanding as of December 31, 2022		1,000,000		$	0.10	$	0.06		8.75
Granted		8,290,000		$	1.23	$	0.62
Forfeited		(40,000	)	$	1.00
Exercised		(250,000	)	$	0.10
Outstanding as of December 31, 2023		9,000,000		$	1.13	$	0.57		9.23
Vested and expected to vest as of December 31, 2023		9,000,000		$	1.13	$	0.57		9.23
Exercisable as of December 31, 2023		5,933,958		$	1.00	$	0.49		9.15

SCHEDULE OF WEIGHTED AVERAGE VALUATION ASSUMPTIONS FOR WARRANTS GRANTED

The following table provides the weighted average assumptions included in the Black-Scholes Merton pricing model for the warrants granted:

	Year Ended December 31,
	2023
Expected term		10 years
Risk-free interest rate		3.53	%
Dividend yield		0.00	%
Volatility		47.44	%

SCHEDULE OF STOCK-BASED COMPENSATION RELATED TO ITS OPTIONS AND WARRANTS

The Company has recorded stock-based compensation related to its options and warrants in the accompanying statements of operations as follows:

	2023		2022
	Year Ended December 31,
	2023		2022
General and administrative	$	4,846,867	$	18,750
Research and development		31,788		-
Stock based compensation	$	4,878,655	$	18,750

FAIR VALUE MEASUREMENTS (Details Narrative) - DHC Acquisition Corp [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in the trust account	$ 22,040,092	$ 313,913,217
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value measurement with unobservable inputs reconciliation liability transfers from level1 to level3	1,031,502
Cash [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in the trust account	$ 22,040,092	$ 313,913,217

PRIVATE PLACEMENT

12 Months Ended

Dec. 31, 2023

DHC Acquisition Corp [Member]

PRIVATE PLACEMENT

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. The Sponsor agreed to purchase up to an additional 600,000 Private Placement Warrants, for an aggregate purchase price of an additional $900,000, if the over-allotment option is exercised in part by the underwriters. On March 5, the Sponsor purchased 126,010 Private Placement Warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriters’ over-allotment option. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 10). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE E – PROPERTY AND EQUIPMENT, NET

Property and equipment include equipment, furniture, and capitalized software. Furniture and equipment are depreciated using the straight-line method over estimated useful lives of three years. Capitalized software costs will be amortized straight-line over an estimated useful life ranging from 5 to 10 years. There was no property and equipment at December 31, 2022.

Property and equipment consisted of the following at December 31, 2023:

SCHEDULE PROPERTY AND EQUIPMENT NET

	December 31,
	2023
Equipment	$	426,000
Furniture		346,591
Capitalized software		569,923
Total		1,342,514
Accumulated depreciation and amortization		(539,957	)
Property and equipment, net of accumulated depreciation and amortization	$	802,557

For the year ended December 31, 2023, depreciation and amortization of property and equipment totaled $539,957. There was no depreciation and amortization during the year ended December 31, 2022.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

NOTE O – COMMITMENTS AND CONTINGENCIES

The Company is subject to various legal and regulatory proceedings, claims, and assessments, as well as other contingencies, that arise in the ordinary course of business. The Company accrues for these contingencies when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company regularly reviews and updates its accruals for contingencies and makes adjustments as necessary based on changes in circumstances and the emergence of new information.

Litigation

Liabilities for loss contingencies, arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. There are no matters currently outstanding.

Korea University

The Company is party to a research and development sponsorship agreement with Korea University. Pursuant to the sponsorship agreement, the Company has agreed to pay 275 million Korean won to Korea University during the period from April 1, 2023 through December, 31, 2023. As of December 31, 2023, the Company had paid $180,950 in connection with the sponsorship agreement and owes a remaining 40 million Korean won (approximately $30,800). In November 2023, the Company entered into an additional research and development sponsorship agreement with Korea University. Pursuant to the sponsorship agreement, the Company has agreed to pay 21.6 million Korean won to Korea University during the period from November 1, 2023 through March 10, 2024. As of December 31, 2023, the Company had paid $4,574 in connection with this sponsorship agreement and will owe a remaining 15.7 million Korean won (approximately $12,058) throughout the term of the agreement.

In December 2023, the Company entered into a Research and Development Agreement with Korea University for total consideration of up to 528 million Korean won (approximately $406,560) from January 2024 through December 2024. The Company can terminate the agreement upon written notice to Korea University for a period of at least one month.

DHC Acquisition Corp [Member]

COMMITMENTS AND CONTINGENCIES

NOTE 7. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or the completion of the Business Combination, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.

Registration Rights

Pursuance to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 5, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 945,072 Units and their option to purchase an additional 3,554,928 Units expired.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,830,775 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On November 1, 2023, Citi Global Markets, Inc. agreed to waive its entitlement to its portion of the deferred underwriting commission of $10,397,544 to which it became entitled upon completion of the Company’s Initial Public Offering. As a result, the Company derecognized the deferred underwriting fee payable of $10,397,544 and recorded $10,049,200 of the forgiveness of the deferred underwriting fee allocated to Public Shares to the carrying value of the shares of Class A ordinary shares and the remaining balance of $348,344 was as a gain from extinguishment of liability allocated to warrant liabilities and is included in forgiveness of deferred underwriting fee on the Company’s consolidated statements of operations. As of December 31, 2023 and 2022, the deferred underwriting fee payable is $433,231 and $10,830,775, respectively.

Consulting Agreement

On January 27, 2021, the Company entered into a Consulting Agreement for financial advisory services. The Company agrees to pay the consultant $2,000,000 and reimburse the consultant for all reasonable and documented expenses, which shall be earned upon announcement of an initial Business Combination and payable at the closing of the initial Business Combination. As of December 31, 2023 and 2022, the Company had $2,000,000 included in accounts payable and accrued expenses on the accompanying consolidated balance sheets.

Business Combination Agreement

On July 25, 2022, the Company entered into the Business Combination Agreement, by and among the Company, Merger Sub and GloriFi which was subsequently terminated on January 26, 2023.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Business Combination Expense Reimbursement Agreement

On February 21, 2022, the Company and GloriFi entered into an agreement pursuant to which GloriFi agreed to reimburse the Company certain business combination related expenses.

Termination of GloriFi Business Combination Agreement

On January 26, 2023, the Company sent GloriFi written notice that the Company had terminated the Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the Business Combination Agreement. The Company’s decision to terminate the Business Combination Agreement took into account the fact that GloriFi publicly announced that GloriFi was winding down its operations and closing its digital banking platform and other products.

As a result of the termination of the Business Combination Agreement, each of the Ancillary Agreements (as defined in the Business Combination Agreement) was terminated.

Capital Markets Advisor Agreement

On February 27, 2023, the Company engaged an advisor (the “Advisor”) as its capital markets advisor in connection with seeking an extension for completing a business combination and capital markets advisor in connection with a private placement of equity, equity-linked, convertible and/or debt securities or other capital or debt raising transaction in connection with a possible business combination transaction with a third party (“Target”). Pursuant to this agreement, contingent on the close of a business combination, the Company agreed to pay the Advisor a transaction fee in an amount equal to $2,000,000 plus an amount equal to 4.0% of the sum of the gross proceeds raised from investors identified by the Advisor and received by the Company or Target simultaneously with or before the closing of the Offering and the proceeds released from the Trust Account in connection with the business combination with respect to any shareholder of the Company that entered into a non-redemption or other similar agreement or did not redeem Client’s Class A ordinary shares, in each instance to the extent such shareholder was identified to Company by the Advisor.

Business Combination Agreement

On September 7, 2023, the Company entered into the Business Combination Agreement, by and among the Company, Merger Sub and BEN which is discussed in greater detail in Note 1.

Legal Fees

On August 12, 2023, the Company and BEN entered into an agreement with the Company’s legal advisors (“Legal Advisor”), where it is agreed that $4,000,000 will be paid to the Legal Advisors at closing of the Business Combination with the remaining amounts of such legal fees and expenses which shall not exceed $1,750,000. As of December 31, 2023 and 2022, $4,380,958 and $2,691,769, respectively, is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet.

On March 14, 2024, the agreement was amended, where the total consideration to be paid to the Legal Advisor shall be $3,500,000. The Company and BEN jointly agree to pay $500,000 at the closing of the Business Combination. The remaining legal fees and expenses shall be paid, as follows:

●

$1,000,000 at the closing of any capital raised by BEN at any time in any form debt or equity in the year ended December 31, 2024 with proceeds in excess of $5,000,000, which amounts would be an advance on the following obligations

●

$1,750,000 by ended of the year ended December 31, 2024, to be paid in monthly installments of $145,833 starting on June 1, 2024

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

●

$1,250,000 by ended of the year ended December 31, 2025, to be paid in monthly installments of $125,000 starting on March 14, 2025

DEFERRED REVENUE (Details Narrative)	Dec. 31, 2022 USD ($)
Revenue Recognition and Deferred Revenue [Abstract]
Deferred revenue	$ 50,000

SCHEDULE OF RECONCILIATION OF THE STATUTORY INCOME TAX RATE TO EFFECTIVE TAX RATE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal rate	$ (2,460,000)	$ (142,000)
Stock compensation	1,020,000
Gain on extinguishment		(115,000)
Federal RTP	(30,000)
Deferred tax adjustment	(150,000)
Other	(4,000)	1,000
Change in valuation allowance	1,624,000	256,000
Income Tax Provision (Benefit)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SUBSEQUENT EVENTS (Details Narrative)					2 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Details Narrative)	Mar. 14, 2024 USD ($) $ / shares shares	Mar. 12, 2024	Jan. 11, 2024	Mar. 04, 2021 shares	Feb. 29, 2024 $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares
Subsequent Event [Line Items]
Number of share options granted						8,290,000
Exercise price \| $ / shares						$ 0.10
Cash contributed \| $						$ 16,012,750
Warrants to purchase shares						750,000	350,000
Proceeds from issuance of stock \| $						$ 5,000,000
DHC Acquisition Corp [Member]
Subsequent Event [Line Items]
Stock issued for DM Lab APA, shares				300,000,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of share options granted					150,000
Exercise price \| $ / shares					$ 2.19
Subsequent Event [Member] \| DHC Acquisition Corp [Member]
Subsequent Event [Line Items]
Exchange ratio	0.2701
Number of issued shares for business combination	25,641,321
Percentage of voting equity interests	76.00%
Subsequent Event [Member] \| Shareholders of DHC Sponsors and Advisors [Member]
Subsequent Event [Line Items]
Percentage of voting equity interests	24.00%
Subsequent Event [Member] \| AFG Companies Inc [Member] \| Reseller Agreement [Member]
Subsequent Event [Line Items]
Aggregate value of business combination \| $	$ 17,500,000
Cash contributed \| $	$ 5,500,000
Warrants to purchase shares	3,750,000
Stock price \| $ / shares	$ 10.00
Subsequent Event [Member] \| AFG Companies Inc [Member] \| Business Combination Agreement [Member]
Subsequent Event [Line Items]
Proceeds from issuance of stock \| $	$ 5,500,000
Stock issued for DM Lab APA, shares	8,515,376
Subsequent Event [Member] \| DHC Acquisition Corp [Member]
Subsequent Event [Line Items]
Subsequent event, description		one or more business combinations within 36 months of the effectiveness of its IPO registration statement.	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 end, or until June 28, 2024, to regain compliance.

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following at December 31, 2023 and 2022:

	2023		2022
	December 31,
	2023		2022
Security deposits	$	71,300	$	-
Prepaid VAT		7,821		-
Prepaid legal fees		43,713		-
Prepaid other		78,460		250
Prepaid expenses and other current assets	$	201,293	$	250

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates in the financial statements include, but are not limited to, assumptions used to measure stock-based compensation, the valuation of patents received in the acquisition of an entity under common control, and the Company also performs impairment testing on certain assets such as the indefinite lived intangible assets.

These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

Segment and geographic information

Operating segments are defined as components of an entity about which separate discrete financial information is available for evaluation by the chief operating decision maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. The CODM for the Company is the Chief Executive Officer. The Company views its operations as, and manages its business in, one operating segment.

The Company has an office in the Republic of Korea dedicated to research and development activities. The carrying value of long-lived assets held in the Republic of Korea was $1,012,291 as of December 31, 2023.

Significant Risks and Uncertainties

There can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a goods and services require significant time and capital and is subject to regulatory review and approval as well as competition from other AI technology companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits.

Acquisitions

Asset acquisitions are accounted for using the cost accumulation method while business combinations are accounted for at fair value. Determining whether the acquired set represents an asset acquisition, or a business combination requires quantitative and qualitative assessments subject to judgment. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including projected financial information, effective income tax rates, present value discount factors, and long-term growth expectations. The Company utilizes third-party specialists to assist management with the identification and valuation of intangible assets using customary valuation procedures and techniques when required.

Deferred Financing Costs

The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred financing costs are expensed immediately. As of December 31, 2023, the Company incurred $1,427,729 in deferred financing costs which are included within other assets in the accompanying consolidated balance sheet.

Revenue Recognition and Accounts Receivables

The Company accounts for revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) for all periods presented. The core principle of ASC 606 is to recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. This principle is achieved by applying the following five-step approach:

1) Identification of the Contract, or Contracts, with a Customer.

2) Identification of the Performance Obligations in the Contract.

3) Determination of the Transaction Price.

4) Allocation of the Transaction Price to the Performance Obligations in the Contract.

5) Recognition of Revenue when, or as, Performance Obligations are Satisfied.

Trade receivables represent amounts due from customers and are stated net of the allowance for doubtful accounts. The allowance for doubtful accounts is based on management’s assessment of the collectability of specific customer accounts, the aging of the accounts receivable, historical experience, and other currently available evidence. If there is a deterioration of a major customer’s credit worthiness or actual defaults are higher than the historical experience, management’s estimates of the recoverability of amounts due the Company could be adversely affected. Trade receivables of the Company as of December 31, 2023 and 2022 are net of allowance, amounting to $20,000 and $25,000, respectively.

Impairment of Definite Lived Intangible Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the carrying amount of the asset exceeds its estimated undiscounted net cash flows, before interest, the Company will recognize an impairment loss equal to the difference between its carrying amount and its estimated fair value. If impairment is recognized, the reduced carrying amount of the asset will be accounted for as its new cost. Generally, fair values are estimated using discounted cash flow, replacement cost or market comparison analyses. The process of evaluating for impairment requires estimates as to future events and conditions, which are subject to varying market and economic factors. Therefore, it is reasonably possible that a change in estimate resulting from judgments as to future events could occur which would affect the recorded amounts of the asset. No impairment losses were recorded for the years ended December 31, 2023 and 2022.

In-Process Research and Development

The fair value of in-process research and development (“IPR&D”) acquired in an asset acquisition, that has been determined to have alternative future uses in accordance with ASC 350 Intangibles—Goodwill and Other, is capitalized as an indefinite-lived intangible asset until the completion of the related research and development activities in accordance with ASC 350 or the determination that impairment is necessary. If the related research and development is completed, the asset is reclassified as a definite-lived asset at the time of completion and is amortized over its estimated useful life as research and development costs in accordance with ASC 730-10-25-2(c) and ASC 350.

Indefinite-lived IPR&D is not subject to amortization but is tested annually for impairment or more frequently if there are indicators of impairment. The Company also evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, the asset shall be tested for impairment in accordance with paragraphs 350-30-35-18 through 35-19. That intangible asset shall then be amortized prospectively over its estimated remaining useful life and accounted for in the same manner as other intangible assets that are subject to amortization.

The Company tests its indefinite-lived IPR&D annually for impairment during the fourth quarter. In testing indefinite-lived IPR&D for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that its fair value is less than its carrying amount, or the Company can perform a quantitative impairment analysis to determine the fair value of the indefinite-lived IPR&D without performing a qualitative assessment. Qualitative factors that the Company considers include significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If the Company chooses to first assess qualitative factors and the Company determines that it is more likely than not that the fair value of the indefinite-lived IPR&D is less than its carrying amount, the Company would then determine the fair value of the indefinite-lived IPR&D. Under either approach, if the fair value of the indefinite-lived IPR&D is less than its carrying amount, an impairment charge is recognized in the consolidated statements of operations. During the year ended December 31, 2023, the Company did not recognize an impairment charge related to its indefinite-lived IPR&D.

Research and Development Costs

Costs incurred in connection with research and development activities are expensed as incurred. These costs include rent for facilities, hardware and software equipment costs, consulting fees for technical expertise, prototyping, and testing.

Stock Compensation

The Company recognizes stock-based compensation for stock-based awards (including stock options, restricted stock units, and restricted stock awards) in accordance with ASC No. 718, Compensation - Stock Compensation (“ASC 718”). Determining the appropriate fair value of stock-based awards requires numerous assumptions, some of which are highly complex and subjective. The Company accounts for forfeitures in the period in which they occur.

Stock-based awards generally vest subject to the satisfaction of service requirements. For stock-based awards that vest subject to the satisfaction of service requirements or market and service conditions, stock-based compensation is measured based on the fair value of the award on the date of grant and is recognized as stock-based compensation on a straight-line basis over the requisite service period. For stock-based awards that have a performance component, stock-based compensation is measured based on the fair value on the grant date and is recognized over the requisite service period as achievement of the performance objective becomes probable.

The Company estimates the fair value of its stock option and warrant awards on the grant date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of judgments and assumptions, including fair value of the Company’s common stock, the option’s expected term, the expected price volatility of the underlying stock, risk free interest rates and the expected dividend yield.

The fair value of the Company’s restricted stock awards is estimated on the date of grant based on the fair value of the Company’s common stock.

The Black-Scholes model assumptions are further described below:

	●	Common stock – the fair value of the Company’s common stock.

	●	Expected Term – The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of nonemployee options is equal to the contractual term.

	●	Expected Volatility - The Company lacks its own historical stock data. Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a publicly traded set of peer companies.

	●	Risk-Free Interest Rate - The Company bases the risk-free interest rate on daily constant maturity treasury auction yields received as a proxy for the implied yield from strips.

	●	Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.

Cash and Cash Equivalents

The Company considers all highly liquid investments, readily convertible to cash, and which have a remaining maturity date of three months or less at the date of purchase, to be cash equivalents. Cash and cash equivalents are recorded at fair value and are held for the purpose of meeting short-term liquidity requirements, rather than for investment purposes.

Capitalized internal-use software costs

Pursuant to ASC 350-40, Internal-Use Software, the Company capitalizes development costs for internal use software projects once the preliminary project stage is completed, management commits to funding the project, and it is probable that the project will be completed, and the software will be used to perform the function intended. The Company ceases capitalization at such time as the computer software project is substantially complete and ready for its intended use. The determination that a software project is eligible for capitalization and the ongoing assessment of recoverability of capitalized software development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, estimated economic life and changes in software and hardware technologies.

The Company capitalizes costs for internal-use software once project approval, funding, and feasibility are confirmed. These costs primarily consist of external consulting fees and direct labor costs. As of December 31, 2023, the cost of the Company’s capitalized internal-use software was $569,923, which is included within property and equipment, net in the accompanying consolidated balance sheet. No amortization expense has been incurred to date, as the internal-use software is not yet ready for its intended use. No impairment losses were recorded for the year ended December 31, 2023.

Leases

The Company has adopted an accounting policy which provides that leases with an initial term of 12 months or less will not be recognized as right-of-use assets and lease liabilities on its consolidated balance sheet. Lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term. The Company incurred $186,202 and $19,000 in short term lease expense for the years ended December 31, 2023 and 2022, respectively.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 - assets and liabilities whose significant value drivers are unobservable.

Net Loss per Share

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding instruments are exercised/converted, and the proceeds are used to purchase common stock at the average market price during the period. Instruments may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price/conversion rate of the instruments. The Company accounts for stock issued in spin-out transactions and consummations of mergers of entities under common control retrospectively. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, potentially dilutive securities are not included in the calculation when the impact is anti-dilutive.

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:


	December 31,
	2023		2022
Options		9,000,000		1,000,000
Warrants		3,850,000		1,100,000
Total		12,850,000		2,100,000
Weighted average common shares		12,850,000		2,100,000

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

Deferred tax assets are recognized to the extent that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it is able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company records an adjustment to the deferred tax asset valuation allowance, which reduces the provision for income taxes.

Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. Interest and penalties are recognized associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets.

Recently Adopted Accounting Standards

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification of Initiative (“ASU 2023-06”). ASU 2023-06 incorporates several disclosure and presentation requirements into the FASB’s Accounting Standards Codification (the “Codification”) currently residing in SEC Regulation S-X and Regulation S-K. The effective date for each amendment in the Codification will be the date on which the SEC’s removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective. ASU 2023-06 is not expected to have a significant impact on the Company.

Effective January 1, 2023, the Company elected to early adopt ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This update simplifies the accounting for convertible instruments by removing major separation models required under U.S. GAAP. The early adoption did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which requires financial assets measured at amortized cost, including accounts receivables, be presented net of the amount expected to be collected. The measurement of all expected credit losses will be based on relevant information about the credit quality of customers, past events, including historical experience, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company adopted the guidance using a modified retrospective approach as of January 1, 2023 which resulted in no cumulative-effect adjustment to retained earnings.

Recently Issued but Not Yet Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

DHC Acquisition Corp [Member]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, which was formed on July 22, 2022. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022.

Cash and Investments Held in Trust Account

At December 31, 2023, assets held in the Trust Account were comprised of $22,040,092 in cash. At December 31, 2022, assets held in the Trust Account were comprised of $313,913,217 invested primarily in U.S. Treasury Securities. In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Trust Account Receivable

In connection with the Extension Meeting, as described in Note 1, due to a clerical error by the trustee of the Trust Account, the Redeeming Shareholders were overpaid approximately $0.03 per Class A ordinary share that was redeemed, for an aggregate total overpayment amount of $887,555 (the “Overpayment Amount”). As of December 31, 2023, the Company has collected $870,731 of the overpayment and $16,824 remains receivable. The Company is in process of collecting the remaining Overpayment Amount and currently expects to fully recover the total Overpayment Amount.

Concentration of Credit Risk

The Company has historically had significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,347, of which $16,915,008 was charged to temporary shareholders’ deficit upon the completion of the Initial Public Offering and $586,339 was expensed at the date of the initial public offering.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 2,057,453 and 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

At December 31, 2023 and 2022, the Class A ordinary shares reflected in the consolidated balance sheets are reconciled in the following table:

Gross proceeds	$	309,450,720
Less:
Proceeds allocated to Public Warrants		(10,211,874	)
Class A ordinary shares issuance costs		(16,924,264	)
Plus:
Accretion of carrying value to redemption value		27,136,138
Class A ordinary shares subject to possible redemption as of December 31, 2021		309,450,720
Plus:
Accretion of carrying value to redemption value		4,462,497
Class A ordinary shares subject to possible redemption as of December 31, 2022		313,913,217
Less:
Redemption		(296,216,878	)
Plus:
Accretion of carrying value to redemption value		4,360,577
Class A ordinary shares subject to possible redemption as of December 31, 2023	$	22,056,916

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Net (Loss) Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating (loss) income per ordinary share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from (loss) income per ordinary share as the redemption value approximates fair value.

The calculation of diluted (loss) income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented.

The following tables reflect the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):

	Class A			Class B			Class A		Class B
	For the Years Ended December 31,
	2023						2022
	Class A			Class B			Class A		Class B
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income, as adjusted	$	(3,841,312	)	$	(3,038,682	)	$	5,765,370	$	1,441,343
Denominator:
Basic and diluted weighted average shares outstanding		9,779,707			7,736,268			30,945,072		7,736,268
Basic net (loss) income per ordinary share	$	(0.39	)	$	(0.39	)	$	0.19	$	0.19

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10).

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2023.

In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

SCHEDULE PROPERTY AND EQUIPMENT NET

Property and equipment consisted of the following at December 31, 2023:

SCHEDULE PROPERTY AND EQUIPMENT NET

	December 31,
	2023
Equipment	$	426,000
Furniture		346,591
Capitalized software		569,923
Total		1,342,514
Accumulated depreciation and amortization		(539,957	)
Property and equipment, net of accumulated depreciation and amortization	$	802,557

SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid-in capital				$ 30,910,018	$ 1,467,196
Accumulated deficit				(13,301,720)	(1,570,454)
Net income (loss)				$ (11,731,266)	$ (676,038)
Basic net income per share, Class A ordinary shares				$ (0.15)	$ (0.01)
Diiluted net income per share, Class A ordinary shares				$ (0.15)	$ (0.01)
Basic Weighted average shares outstanding of Class B ordinary shares				76,399,513	58,198,281
Diluted Weighted average shares outstanding of Class B ordinary shares				76,399,513	58,198,281
Accumulated deficit				$ 17,694,453	$ (40,107)	$ 444,744
Net cash used in operation activities				(5,054,749)	(85,413)
Additional Paid-in Capital [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net income (loss)
Accumulated deficit				30,910,018	1,467,196	1,279,790
Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net income (loss)				(11,731,266)	(676,038)
Accumulated deficit				(13,301,720)	(1,570,454)	(894,416)
DHC Acquisition Corp [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid-in capital	$ 4,515,979	$ 3,996,669	$ 3,423,088	4,253,964
Accumulated deficit	(21,374,718)	(21,631,053)	(23,220,936)	(12,992,048)	(16,161,254)
Expense related to non-redemption agreements	7,291,533	7,291,533	7,291,533
Net income (loss)	(5,213,464)	(5,469,799)	(7,059,712)	(6,879,994)	7,206,713
Shareholder non-redemption agreement
Contribution by Sponsor	7,291,533			8,614,541
Accumulated deficit				(8,737,310)	(16,160,480)	(18,904,696)
Fair value of Founder Shares assigned in connection with the non-redemption agreements	7,291,533	7,291,533	7,291,533
Net cash used in operation activities	(109,262)	(482,314)	(726,761)	(822,441)	(648,866)
DHC Acquisition Corp [Member] \| Additional Paid-in Capital [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net income (loss)
Contribution by Sponsor				8,614,541
Accumulated deficit	4,515,979	3,996,669	3,423,088	4,253,964
DHC Acquisition Corp [Member] \| Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net income (loss)				(6,879,994)	7,206,713
Contribution by Sponsor
Accumulated deficit	$ (21,374,718)	$ (21,631,053)	$ (23,220,936)	$ (12,992,048)	$ (16,161,254)	$ (18,905,470)
DHC Acquisition Corp [Member] \| Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic net income per share, Class A ordinary shares	$ (0.15)	$ (0.24)	$ (0.36)	$ (0.39)	$ 0.19
Diiluted net income per share, Class A ordinary shares	$ (0.15)	$ (0.24)	$ (0.36)
Basic Weighted average shares outstanding of Class B ordinary shares				9,779,707	30,945,072
Diluted Weighted average shares outstanding of Class B ordinary shares				9,779,707	30,945,072
DHC Acquisition Corp [Member] \| Common Class B [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic net income per share, Class A ordinary shares				$ (0.39)	$ 0.19
Basic Weighted average shares outstanding of Class B ordinary shares	0.15	0.24	0.36	7,736,268	7,736,268
Diluted Weighted average shares outstanding of Class B ordinary shares	0.15	0.24	0.36	7,736,268	7,736,268
Previously Reported [Member] \| DHC Acquisition Corp [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid-in capital
Accumulated deficit	(16,858,739)	(17,634,384)	(19,797,848)
Expense related to non-redemption agreements
Net income (loss)	2,078,069	1,821,734	231,821
Shareholder non-redemption agreement	(744,274)
Contribution by Sponsor	744,274
Fair value of Founder Shares assigned in connection with the non-redemption agreements
Net cash used in operation activities	(109,262)	(482,314)	(726,761)
Previously Reported [Member] \| DHC Acquisition Corp [Member] \| Additional Paid-in Capital [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit
Previously Reported [Member] \| DHC Acquisition Corp [Member] \| Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit	$ (16,858,739)	$ (17,634,384)	$ (19,797,848)
Previously Reported [Member] \| DHC Acquisition Corp [Member] \| Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic net income per share, Class A ordinary shares	$ 0.06	$ 0.08	$ 0.01
Diiluted net income per share, Class A ordinary shares	$ 0.06	$ 0.08	$ 0.01
Previously Reported [Member] \| DHC Acquisition Corp [Member] \| Common Class B [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic Weighted average shares outstanding of Class B ordinary shares	0.06	0.08	0.01
Diluted Weighted average shares outstanding of Class B ordinary shares	0.06	0.08	0.01
Revision of Prior Period, Error Correction, Adjustment [Member] \| DHC Acquisition Corp [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid-in capital	$ 4,515,979	$ 3,996,669	$ 3,423,088
Accumulated deficit	(4,515,979)	(3,996,669)	(3,423,088)
Expense related to non-redemption agreements	7,291,533	7,291,533	7,291,533
Net income (loss)	(7,291,533)	(7,291,533)	(7,291,533)
Shareholder non-redemption agreement	744,274
Contribution by Sponsor	6,547,259
Fair value of Founder Shares assigned in connection with the non-redemption agreements	7,291,533	7,291,533	7,291,533
Net cash used in operation activities
Revision of Prior Period, Error Correction, Adjustment [Member] \| DHC Acquisition Corp [Member] \| Additional Paid-in Capital [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit	4,515,979	3,996,669	3,423,088
Revision of Prior Period, Error Correction, Adjustment [Member] \| DHC Acquisition Corp [Member] \| Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit	$ (4,515,979)	$ (3,996,669)	$ (3,423,088)
Revision of Prior Period, Error Correction, Adjustment [Member] \| DHC Acquisition Corp [Member] \| Common Class A [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic net income per share, Class A ordinary shares	$ (0.21)	$ (0.32)	$ (0.37)
Diiluted net income per share, Class A ordinary shares	$ (0.21)	$ (0.32)	$ (0.37)
Revision of Prior Period, Error Correction, Adjustment [Member] \| DHC Acquisition Corp [Member] \| Common Class B [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic Weighted average shares outstanding of Class B ordinary shares	0.21	0.32	0.37
Diluted Weighted average shares outstanding of Class B ordinary shares	0.21	0.32	0.37

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF INTANGIBLE ASSETS

The following table summarizes intangible assets with a finite useful life included on the consolidated balance sheet as of December 31, 2023 and 2022:

SCHEDULE OF INTANGIBLE ASSETS

	December 31, 2023
	Gross		Accumulated Amortization			Net
Amortizing intangible assets:
Patent portfolio	$	1,259,863	$	(377,716	)	$	882,147

Indefinite-lived intangible assets:
In-process research and development		17,000,000		-			17,000,000
Total	$	18,259,863	$	(377,716	)	$	17,882,147

	December 31, 2022
	Gross		Accumulated Amortization			Net
Amortizing intangible assets:
Patent portfolio	$	880,000	$	(279,683	)	$	600,317
Total	$	880,000	$	(279,683	)	$	600,317

SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS

Future amortization of intangible assets, net are estimated to be as follows:


Years Ending December 31:
2024		140,243
2025		140,243
2026		140,243
2027		140,243
2028		140,243
Thereafter		180,932
Total	$	882,147

RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2023

DHC Acquisition Corp [Member]

RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS

During the course of preparing the Annual Report on Form 10-K for the year ended December 31, 2023, the Company identified a misstatement in the Company’s number of Class B ordinary shares issued in connection with the non-redemption agreement entered into on February 28, 2023, as described in Note 6. Previously the company disclosed that there were 150,000 Class B ordinary shares transferred to non-redeeming shareholders, the correct number of Class B ordinary shares to be transferred was 1,462,500 subject to the consummation of a business combination. As a result, the fair value of the Class B ordinary shares was $7,256,667 instead of the previously disclosed $744,274. The Company recognized a capital contribution by the Sponsor to induce the holders of the Class A Ordinary Shares not to redeem, with a corresponding charge to additional paid-in capital to recognize an offering cost which was erroneously recorded as the corresponding charge should have been recognized as an expense for the fair value of the shares transferred during the year ended December 31, 2023.

The Company will present this restatement in a prospective manner in all future filings. Under this approach, the previously issued Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided. The impact of the revision on the Company’s financial statements is presented in the following table:

	As previously Reported			Adjustments			As Revised
Unaudited Condensed Balance Sheet as of March 31, 2023
Additional paid-in capital	$	—		$	4,515,979		$	4,515,979
Accumulated deficit		(16,858,739	)		(4,515,979	)		(21,374,718	)
Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2023
Expense related to non-redemption agreements	$	—		$	7,291,533		$	7,291,533
Net income (loss)		2,078,069			(7,291,533	)		(5,213,464	)
Basic and diluted net income per share, Class A ordinary shares		0.06			(0.21	)		(0.15	)
Weighted average shares outstanding of Class B ordinary shares		0.06			(0.21	)		(0.15	)
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023
Shareholder non-redemption agreement	$	(744,274	)	$	744,274		$	—
Contribution by Sponsor		744,274			6,547,259			7,291,533
Additional paid-in capital		—			4,515,979			4,515,979
Accumulated deficit		(16,858,739	)		(4,515,979	)		(21,374,718	)

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

	As previously Reported				Adjustments			As Revised
Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2023
Net income (loss)		$	2,078,069		$	(7,291,533	)	$	(5,213,464	)
Fair value of Founder Shares assigned in connection with the non-redemption agreements			—			7,291,533			7,291,533
Net cash used in operation activities			(109,262	)		—			(109,262	)
Unaudited Condensed Balance Sheet as of June 30, 2023
Additional paid-in capital		$	—		$	3,996,669		$	3,996,669
Accumulated deficit			(17,634,384	)		(3,996,669	)		(21,631,053	)
Unaudited Condensed Statement of Operations for the Six Months Ended June 30, 2023
Expense related to non-redemption agreements		$	—		$	7,291,533		$	7,291,533
Net income (loss)			1,821,734			(7,291,533	)		(5,469,799	)
Basic and diluted net income per share, Class A ordinary shares			0.08			(0.32	)		(0.24	)
Weighted average shares outstanding of Class B ordinary shares			0.08			(0.32	)		(0.24	)
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Six Months Ended June 30, 2023
Additional paid-in capital		$	—		$	3,996,669		$	3,996,669
Accumulated deficit			(17,634,384	)		(3,996,669	)		(21,631,053	)
Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2023
Net income (loss)		$	1,821,734		$	(7,291,533	)	$	(5,469,799	)
Fair value of Founder Shares assigned in connection with the non-redemption agreements			—			7,291,533			7,291,533
Net cash used in operation activities			(482,314	)		—			(482,314	)
Unaudited Condensed Balance Sheet as of September 30, 2023
Additional paid-in capital		$	—		$	3,423,088		$	3,423,088
Accumulated deficit			(19,797,848	)		(3,423,088	)		(23,220,936	)

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

	As previously Reported			Adjustments			As Revised
Unaudited Condensed Statement of Operations for the Nine Months Ended September 30, 2023
Expense related to non-redemption agreements	$	—		$	7,291,533		$	7,291,533
Net income (loss)		231,821			(7,291,533	)		(7,059,712	)
Basic and diluted net income per share, Class A ordinary shares		0.01			(0.37	)		(0.36	)
Weighted average shares outstanding of Class B ordinary shares		0.01			(0.37	)		(0.36	)
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Nine Months Ended September 30, 2023
Additional paid-in capital	$	—		$	3,423,088		$	3,423,088
Accumulated deficit		(19,797,848	)		(3,423,088	)		(23,220,936	)
Unaudited Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2023
Net income (loss)	$	231,821		$	(7,291,533	)	$	(7,059,712	)
Fair value of Founder Shares assigned in connection with the non-redemption agreements		—			7,291,533			7,291,533
Net cash used in operation activities		(726,761	)		—			(726,761	)

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Revenues	$ 35,210	$ 15,642
Cost of revenues
Gross profit	35,210	15,642
Operating expenses
General and administrative	10,841,024	1,026,549
Depreciation and amortization	637,990	76,928
Research and development	236,710	136,404
Total expenses	11,715,724	1,239,881
Loss from operations	(11,680,514)	(1,224,239)
Other income (expenses):
Interest expense	(56,515)
Interest income	15,520
Other	(9,757)	(362)
Gain on debt extinguishment		548,563
Net other (expenses) income	(50,752)	548,201
Loss before income taxes	(11,731,266)	(676,038)
Income taxes
Net loss	$ (11,731,266)	$ (676,038)
Weighted-average common shares outstanding - basic	76,399,513	58,198,281
Weighted-average common shares outstanding - diluted	76,399,513	58,198,281
Net loss per common share - basic	$ (0.15)	$ (0.01)
Net loss per common share - diluted	$ (0.15)	$ (0.01)
DHC Acquisition Corp [Member]
Operating expenses
Total expenses	$ 2,809,965	$ 5,390,808
Loss from operations	(2,809,965)	(5,390,808)
Other income (expenses):
Interest expense
Change in fair value of warrant liability	(164,410)	8,135,024
Expense related to non-redemption agreement	(8,614,541)
Forgiveness of deferred underwriting fee	348,344
Interest income	4,360,578	4,462,497
Net other (expenses) income	(4,070,029)	12,597,521
Income taxes
Net loss	$ (6,879,994)	$ 7,206,713
DHC Acquisition Corp [Member] \| Common Class A [Member]
Other income (expenses):
Weighted-average common shares outstanding - basic	9,779,707	30,945,072
Weighted-average common shares outstanding - diluted	9,779,707	30,945,072
Net loss per common share - basic	$ (0.39)	$ 0.19
DHC Acquisition Corp [Member] \| Common Class A [Member] \| Redeemable Common Stock [Member]
Other income (expenses):
Weighted-average common shares outstanding - basic	9,779,707	30,945,072
Weighted-average common shares outstanding - diluted	9,779,707	30,945,072
Net loss per common share - basic	$ (0.39)	$ 0.19
Net loss per common share - diluted	$ (0.39)	$ 0.19
DHC Acquisition Corp [Member] \| Common Class A [Member] \| Non-redeemable Common Stock [Member]
Other income (expenses):
Weighted-average common shares outstanding - basic	7,736,268	7,736,268
Weighted-average common shares outstanding - diluted	7,736,268	7,736,268
Net loss per common share - basic	$ (0.39)	$ 0.19
Net loss per common share - diluted	$ (0.39)	$ 0.19
DHC Acquisition Corp [Member] \| Common Class B [Member]
Other income (expenses):
Weighted-average common shares outstanding - basic	7,736,268	7,736,268
Weighted-average common shares outstanding - diluted	7,736,268	7,736,268
Net loss per common share - basic	$ (0.39)	$ 0.19
DHC Acquisition Corp [Member] \| Common Class B [Member] \| Non-redeemable Common Stock [Member]
Other income (expenses):
Weighted-average common shares outstanding - basic	7,736,268	7,736,268
Weighted-average common shares outstanding - diluted	7,736,268	7,736,268
Net loss per common share - basic	$ (0.39)	$ 0.19
Net loss per common share - diluted	$ (0.39)	$ 0.19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:


	December 31,
	2023		2022
Options		9,000,000		1,000,000
Warrants		3,850,000		1,100,000
Total		12,850,000		2,100,000
Weighted average common shares		12,850,000		2,100,000

DHC Acquisition Corp [Member]

SCHEDULE OF CLASS A ORDINARY SHARES REFLECTED IN CONSOLIDATED BALANCE SHEETS

At December 31, 2023 and 2022, the Class A ordinary shares reflected in the consolidated balance sheets are reconciled in the following table:

Gross proceeds	$	309,450,720
Less:
Proceeds allocated to Public Warrants		(10,211,874	)
Class A ordinary shares issuance costs		(16,924,264	)
Plus:
Accretion of carrying value to redemption value		27,136,138
Class A ordinary shares subject to possible redemption as of December 31, 2021		309,450,720
Plus:
Accretion of carrying value to redemption value		4,462,497
Class A ordinary shares subject to possible redemption as of December 31, 2022		313,913,217
Less:
Redemption		(296,216,878	)
Plus:
Accretion of carrying value to redemption value		4,360,577
Class A ordinary shares subject to possible redemption as of December 31, 2023	$	22,056,916

SUMMARY OF BASIC AND DILUTED INCOME (LOSS) PER ORDINARY SHARE

The following tables reflect the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):

	Class A			Class B			Class A		Class B
	For the Years Ended December 31,
	2023						2022
	Class A			Class B			Class A		Class B
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income, as adjusted	$	(3,841,312	)	$	(3,038,682	)	$	5,765,370	$	1,441,343
Denominator:
Basic and diluted weighted average shares outstanding		9,779,707			7,736,268			30,945,072		7,736,268
Basic net (loss) income per ordinary share	$	(0.39	)	$	(0.39	)	$	0.19	$	0.19

SHORT-TERM DEBT RELATED TO ACQUISITION OF DM LAB

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

SHORT-TERM DEBT RELATED TO ACQUISITION OF DM LAB

NOTE H — SHORT-TERM DEBT RELATED TO ACQUISITION OF DM LAB

As of December 31, 2023, the Company has four loans outstanding that were assumed in the DM Lab transaction, totaling $891,974, a decrease of $252,601 from the acquisition date due to the amount converted to equity on May 25, 2023. The loans carry varying interest rates ranging from 4.667% to 6.69%. During the years ended December 31, 2023 and 2022, the Company incurred interest expense of $31,217 and $0, respectively, which is included in interest expense in the consolidated statement of operations. All loans are due within 12 months from the balance sheet date and have no optional or mandatory redemption or conversion features. These obligations have been classified as current liabilities on the consolidated balance sheet and the fair value of the loans approximates the carrying amount due to their short-term nature. Additionally, there are no associated restrictive covenants, third-party guarantees, or pledged collateral. As of the reporting date, the Company is in default as the Company failed to make payments due upon maturity. In February 2024, the Company obtained a waiver to extend the due dates of $668,674 of its short-term debt to January 2025. Such amounts are classified as long-term on the consolidated balance sheet.

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS

The components of our deferred tax assets are as follows:

	2023			2022
	December 31,
	2023			2022
Deferred Tax Assets:
Intangible assets	$	280,000		$	-
Section 174		70,000			23,000
Accrued expenses		300,000			53,000
Federal net operating losses		1,200,000			180,000
Research and development credit		50,000			-
Total deferred tax assets		1,900,000			256,000
Less: Valuation allowance		(1,880,000	)		(256,000	)
Net Deferred Tax Assets:	$	20,000		$	-
Deferred Tax Liabilities:
Fixed assets	$	(20,000	)	$	-
Net Deferred Tax Liability	$	-		$	-

SCHEDULE OF BENEFIT OF INCOME TAXES

The benefit of income taxes for the years ended December 31, 2023 and 2022 consist of the following:

SCHEDULE OF BENEFIT OF INCOME TAXES

	2023			2022
	For the years ended December 31,
	2023			2022
U.S. federal
Current	$	-		$	-
Deferred		(1,624,000	)		(256,000	)
State and local
Current		-			-
Deferred		-			-
Valuation allowance		1,624,000			256,000
Income Tax Provision (Benefit)	$	-		$	-

SCHEDULE OF RECONCILIATION OF THE STATUTORY INCOME TAX RATE TO EFFECTIVE TAX RATE

A reconciliation of the statutory income tax rate to the effective tax rate is as follows:

	2023			2022
	December 31,
	2023			2022
Federal rate	$	(2,460,000	)	$	(142,000	)
Stock compensation		1,020,000			-
Gain on extinguishment		-			(115,000	)
Federal RTP		(30,000	)		-
Deferred tax adjustment		(150,000	)		-
Other		(4,000	)		1,000
Change in valuation allowance		1,624,000			256,000
Income Tax Provision (Benefit)	$	-		$	-

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

NOTE N – RELATED PARTY TRANSACTIONS

In the year ended December 31, 2023 and 2022, certain officers and directors advanced funds to or were advances from the Company on an undocumented, non-interest bearing, due on demand basis. As of December 31, 2023, $178,723 and $48,069 of amounts owed to related parties were included within accrued expenses and accounts payable, respectively, in the accompanying consolidated balance sheet and no amounts were owed to the Company from any such related party. As of December 31, 2022, the Company owed $35,539 and was owed $13,685. In the years ended December 31, 2023 and 2022, the Company recorded professional and other fees and costs related to consulting services from related parties of approximately $571,215 and $192,000, respectively, within general and administrative expenses in the accompanying consolidated statements of operations.

On June 30, 2023, the Company entered into a promissory note agreement with a related party for $620,000. The note bears interest at 7% per annum and matures on June 25, 2025. The proceeds were used to satisfy a financial obligation totaling $620,000 that the Company owed to an advisory firm. The Company may prepay interest and principal on the note at any time before maturity on June 25, 2025. As of December 31, 2023, the balance on the promissory note was $500,000. For the year ended December 31, 2023, the Company recorded $25,299 in interest expense related to the promissory note agreement.

DHC Acquisition Corp [Member]

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

In December 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. Historical information has been retroactively restated. The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the Sponsor following to the extent the underwriters’ election to exercise their over-allotment option was not exercised so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ not exercising their overallotment option in full, 888,732 Founder Shares were forfeited on March 4, 2021.

The Sponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the years ended December 31, 2023 and 2022, the total expense for administrative services was $120,000. As of December 31, 2023 and 2022, the Company had $340,000 and $220,000 included in accounts payable and accrued expense on the accompanying consolidated balance sheets, respectively.

Promissory Note — Related Party

On December 29, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding amount of $171,357 was repaid after the closing of the Initial Public Offering on March 9, 2021. Borrowings under the Promissory Note are no longer available.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Related Party Advance

On March 3, 2023, the Sponsor advanced the Company $50,000. On April 18, 2023, July 26, 2023, August 28, 2023, September 28, 2023, and October 24, 2023, the Sponsor advanced the Company an additional $250,000, $100,000, $100,000, $75,000 and $75,000, respectively. The related party advances are non-interest bearing and payable upon demand. As of December 31, 2023 and 2022, the Company had $650,000 and $0 included in related party advances in the accompanying consolidated balance sheets, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2023 and 2022, there were no working capital loans outstanding.

Non-Redemption Agreement

On February 28, 2023, the Sponsor entered into Non-Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their Class A Ordinary Shares of the company in connection with the Extension Meeting held on March 3, 2023, but still retained their right to redeem their respective shares in connection with the closing of a Business Combination. The commitment to not redeem was accepted by holders of 400,000 shares of Class A Ordinary Shares. In consideration of these agreements, the Sponsor has agreed to transfer 1,612,500 of its Class B Ordinary shares to each of the Non-Redeeming Shareholders at the closing of a Business Combination. Each shareholder committed to maintain, and not to redeem at the Extension Meeting, the lesser of (i) 400,000 Class A Ordinary Shares and (ii) 9.9% of the Company’s Class A Ordinary Shares. The Company estimated the aggregate fair value of the 1,612,500 founders shares attributable to the Non-Redeeming Shareholders to be $7,291,533 or $4.99 per share. Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these holders of the Class A Ordinary Shares not to redeem, with a corresponding expense related to non-redemption agreements of $7,291,533 for the year ended December 31, 2023.

On December 1, 2023, the Sponsor entered into Non-Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their Class A Ordinary Shares of the company in connection with the Extension Meeting held on December 1, 2023, but still retained their right to redeem their respective shares in connection with the closing of a Business Combination. The commitment to not redeem was accepted by holders of 1,971,536 shares of Class A Ordinary Shares. In consideration of these agreements, the Sponsor has agreed to transfer 246,443

of its Class B Ordinary shares to the Non-Redeeming Shareholders at the closing of a Business Combination. Each shareholder committed to maintain, and not to redeem at the Extension Meeting, the lesser of (i) 400,000 Class A Ordinary Shares and (ii) 9.9% of the Company’s Class A Ordinary Shares. The Company estimated the aggregate fair value of the 246,443 founders shares attributable to the Non-Redeeming Shareholders to be $1,323,008 or $5.37 per share. Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these holders of the Class A Ordinary Shares not to redeem, with a corresponding expense related to non-redemption agreements of $1,323,008 for the year ended December 31, 2023.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

The fair value of the founders shares was based on the following significant inputs:

	February 28, 2023			December 1, 2023

Risk-free interest rate		4.72	%		5.38	%
Remaining life of the Company		0.76			0.42
Value if De-SPAC scenario	$	10.21		$	10.67
Value in no De-SPAC scenario	$	0.00		$	0.00
Probability of transaction		50.00	%		50.00	%
Present value factor		0.97			1.01
Equity securities, FV-NI, measurement input		0.97			1.01

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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+ Details

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 802,557
Depreciation and amortization of property and equipment	$ 539,957	$ 0
Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	3 years
Capitalized Software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	5 years
Capitalized Software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	10 years

SCHEDULE OF FAIR VALUE HIERARCHY VALUATION INPUTS (Details) - Fair Value, Recurring [Member] - DHC Acquisition Corp [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and investment held in trust account	$ 22,040,092	$ 313,913,217
Fair Value, Inputs, Level 2 [Member] \| Public Warrants [Member] \| Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	206,300	103,150
Fair Value, Inputs, Level 2 [Member] \| Private Placement Warrants [Member] \| Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	$ 122,520	$ 61,260

SHAREHOLDERS’ EQUITY/DEFICIT	12 Months Ended
SHAREHOLDERS’ EQUITY/DEFICIT	Dec. 31, 2023
Subsidiary or Equity Method Investee [Line Items]
SHAREHOLDERS’ EQUITY/DEFICIT	NOTE J - STOCKHOLDERS’ EQUITY SHAREHOLDERS’ EQUITY/DEFICIT As of and for the years ended December 31, 2023 and 2022, the Company had authorized 10,000,000 shares $1.00 par value preferred stock, none of which to date have been designated nor any issued. As of and for the years ended December 31, 2023 and 2022, the Company had authorized 100,000,000 shares $0.001 par value common stock, which as of December 31, 2023 and 2022 the Company had 86,154,818 and 63,151,000 shares of common stock outstanding, respectively. Amendment to Articles of Incorporation In March 2023, the Company amended its Articles of Incorporation. Prior to this amendment, the Company had two classes of common shares outstanding. The Class A shares of common stock and the Class B shares of common stock. The only difference to the shares was that the Class A shares had the right to vote on all matters while the Class B shares could only vote on those matters required under the laws of the State of Wyoming. The March 2023 amendment to its Articles of Incorporation removed the two classes and combined all shares of common stock as one class. The Company treated this change as if it occurred at the inception of the Company and all amounts and shares included herein these financial statements are shown only as one class of common stock. 2023 Activity During the year ended December 31, 2023, the Company issued 16,012,750 shares in connection with the DM Lab transaction (see Note C) and sold 2,283,105 shares of common stock at $2.19 per share for an aggregate purchase price of $5,000,000 as working capital financing. During the year ended December 31, 2023, the Company also issued compensatory options and warrants to acquire a total of 8,290,000 shares and 3,000,000 shares of its common stock, respectively (see Note K). Additionally, the Company received proceeds of $75,000 from the exercise of options and warrants to acquire 750,000 shares of common stock, of which $40,000 were from the settlement of outstanding accounts payable to the warrant holder. The Company was able to satisfy $432,963 of accounts payable and loans payable through the issuance of 882,963 shares of common stock. The Company also issued 3,075,000 shares of common stock upon the conversion of convertible notes (Note I). 2022 Activity In the year ended December 31, 2022, the Company received proceeds of $35,000 from the exercise of options and warrants to acquire 350,000 shares of common stock of the Company. In the year ended December 31, 2022, the Company was able to satisfy $586,000 of accounts payable through the issuance of 2,431,000 shares of common stock. The Company recorded a gain on extinguishment of $548,563, which is included in other income on the consolidated statement of operations. In the year ended December 31, 2022, a previously issued warrant to acquire 1,000,000 shares of common stock was exercised with the exercise price paid in services rendered to the Company for $100,000 (see note below). Equity Compensation Plans In May 2021, the Company adopted the 2021 Incentive Stock Option Plan (“Option Plan”) that entails provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Non-statutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards. The Option Plan is administered by the Board of Directors. The Board may designate such authority to a committee of its discretion. The Option Plan awards are available to all employees, members of the board of directors and consultants. The Option grants authorized for issuance under the Plan may total exercise into 10,000,000 shares of Common Stock. In the event of a termination or cancellation of an unused option grant, those shares revert to the Option Plan.
DHC Acquisition Corp [Member]
Subsidiary or Equity Method Investee [Line Items]
SHAREHOLDERS’ EQUITY/DEFICIT	NOTE 8. SHAREHOLDERS’ DEFICIT SHAREHOLDERS’ EQUITY/DEFICIT *Preference Shares—The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2023 and 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares—The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2023 and 2022, there were 2,057,453 and 30,945,072 shares of Class A ordinary shares subject to possible redemption, respectively, which are presented as temporary equity. Class B Ordinary Shares*—The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At December 31, 2023 and 2022, there were 7,736,268 shares of Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

- Definition

The entire disclosure for equity.

+ References

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+ Details

SHAREHOLDERS’ EQUITY/DEFICIT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	May 31, 2021
Subsidiary or Equity Method Investee [Line Items]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock shares issued	86,154,818	63,151,000
Common stock, shares outstanding	86,154,818	63,151,000
Number of options granted	8,290,000
Number of warrants granted	3,000,000	0
Proceeds from exercise of options and warrants	$ 75,000	$ 35,000
Warrants to acquire of common stock	750,000	350,000
Settlement amount of outstanding accounts payable to warrant holder	$ 40,000
Stock issued value, accounts payable and loans payable	$ 432,963	$ 586,000
Number of shares issued, accounts payable and loans payable	882,963	2,431,000
Gain on extinguishment of debt		$ 548,563
Warrants granted for services		100,000
Equity Compensation Plans [Member]
Subsidiary or Equity Method Investee [Line Items]
Number of option grants authorized			10,000,000
Other Income [Member]
Subsidiary or Equity Method Investee [Line Items]
Gain on extinguishment of debt		$ 548,563
DM Lab [Member]
Subsidiary or Equity Method Investee [Line Items]
Number of shares issued in connection with acquisition	16,012,750
Number of shares sold	2,283,105
Shares sold price per share	$ 2.19
Aggregate purchase price	$ 5,000,000
Common Stock [Member]
Subsidiary or Equity Method Investee [Line Items]
Number of shares issued upon conversion of convertible notes	3,075,000
Warrant [Member]
Subsidiary or Equity Method Investee [Line Items]
Warrants to acquire of common stock		1,000,000
Warrants granted for services		$ 100,000
DHC Acquisition Corp [Member]
Subsidiary or Equity Method Investee [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
DHC Acquisition Corp [Member] \| Common Stock [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of sum of ordinary shares issued and outstanding	20.00%
DHC Acquisition Corp [Member] \| Common Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, voting rights	one vote for each share
Temporary equity shares issued	2,057,453	30,945,072
Temporary equity shares outstanding	2,057,453	30,945,072
Common stock shares issued	0	0
Common stock, shares outstanding	0	0
Warrants to acquire of common stock	16,441,034
DHC Acquisition Corp [Member] \| Common Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, voting rights	one vote for each share
Common stock shares issued	7,736,268	7,736,268
Common stock, shares outstanding	7,736,268	7,736,268
Common stock conversion basis	one-for-one basis

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Intangible assets	$ 280,000
Section 174	70,000	23,000
Accrued expenses	300,000	53,000
Federal net operating losses	1,200,000	180,000
Research and development credit	50,000
Total deferred tax assets	1,900,000	256,000
Less: Valuation allowance	(1,880,000)	(256,000)
Net Deferred Tax Assets:	20,000
Fixed assets	(20,000)
Net Deferred Tax Liability

ACQUISITION (Details Narrative) - Asset Purchase Agreement [Member] - DM Lab Co., LTD [Member]	May 03, 2023 USD ($) shares
Business Acquisition [Line Items]
Date of acquisition aggrement	May 03, 2023
Value of shares issued for acquisition	$ 16,012,750
Cash consideration	257,112
Transaction related cost	$ 107,112
Common Stock [Member]
Business Acquisition [Line Items]
Shares issued for acquisition \| shares	16,012,750

Cover	12 Months Ended
Cover	Dec. 31, 2023
Entity Addresses [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	BRAND ENGAGEMENT NETWORK INC.
Entity Central Index Key	0001838163
Entity Primary SIC Number	7372
Entity Tax Identification Number	98-1574798
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	145 E. Snow King Ave
Entity Address, Address Line Two	PO Box 1045
Entity Address, City or Town	Jackson
Entity Address, State or Province	WY
Entity Address, Postal Zip Code	83001
City Area Code	(214)
Local Phone Number	445-4700
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	145 E. Snow King Ave
Entity Address, Address Line Two	PO Box 1045
Entity Address, City or Town	Jackson
Entity Address, State or Province	WY
Entity Address, Postal Zip Code	83001
City Area Code	(214)
Local Phone Number	445-4700
Contact Personnel Name	Michael Zacharski

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Concentration of Credit Risk

Concentration of Credit Risk

Income Taxes

Income Taxes

Net Loss per Share

Net Loss per Share

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:


	December 31,
	2023		2022
Options		9,000,000		1,000,000
Warrants		3,850,000		1,100,000
Total		12,850,000		2,100,000
Weighted average common shares		12,850,000		2,100,000

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 3 - assets and liabilities whose significant value drivers are unobservable.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Segment and geographic information

Segment and geographic information

Significant Risks and Uncertainties

Significant Risks and Uncertainties

Acquisitions

Acquisitions

Deferred Financing Costs

Deferred Financing Costs

Revenue Recognition and Accounts Receivables

Revenue Recognition and Accounts Receivables

1) Identification of the Contract, or Contracts, with a Customer.

2) Identification of the Performance Obligations in the Contract.

3) Determination of the Transaction Price.

4) Allocation of the Transaction Price to the Performance Obligations in the Contract.

5) Recognition of Revenue when, or as, Performance Obligations are Satisfied.

Impairment of Definite Lived Intangible Assets

Impairment of Definite Lived Intangible Assets

In-Process Research and Development

In-Process Research and Development

Research and Development Costs

Research and Development Costs

Stock Compensation

Stock Compensation

The fair value of the Company’s restricted stock awards is estimated on the date of grant based on the fair value of the Company’s common stock.

The Black-Scholes model assumptions are further described below:

	●	Common stock – the fair value of the Company’s common stock.

	●	Expected Term – The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of nonemployee options is equal to the contractual term.

	●	Expected Volatility - The Company lacks its own historical stock data. Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a publicly traded set of peer companies.

	●	Risk-Free Interest Rate - The Company bases the risk-free interest rate on daily constant maturity treasury auction yields received as a proxy for the implied yield from strips.

	●	Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.

Capitalized internal-use software costs

Capitalized internal-use software costs

Leases

Leases

Recently Issued but Not Yet Adopted Accounting Pronouncements

Recently Issued but Not Yet Adopted Accounting Pronouncements

DHC Acquisition Corp [Member]

Basis of Presentation and Consolidation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Emerging Growth Company

Emerging Growth Company

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

non-emerging

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and Investments Held in Trust Account

Cash and Investments Held in Trust Account

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Trust Account Receivable

Trust Account Receivable

Concentration of Credit Risk

Concentration of Credit Risk

Offering Costs

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

At December 31, 2023 and 2022, the Class A ordinary shares reflected in the consolidated balance sheets are reconciled in the following table:

Gross proceeds	$	309,450,720
Less:
Proceeds allocated to Public Warrants		(10,211,874	)
Class A ordinary shares issuance costs		(16,924,264	)
Plus:
Accretion of carrying value to redemption value		27,136,138
Class A ordinary shares subject to possible redemption as of December 31, 2021		309,450,720
Plus:
Accretion of carrying value to redemption value		4,462,497
Class A ordinary shares subject to possible redemption as of December 31, 2022		313,913,217
Less:
Redemption		(296,216,878	)
Plus:
Accretion of carrying value to redemption value		4,360,577
Class A ordinary shares subject to possible redemption as of December 31, 2023	$	22,056,916

Warrant Liabilities

Warrant Liabilities

re-measurement

Income Taxes

Income Taxes

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Net Loss per Share

Net (Loss) Income per Ordinary Share

The following tables reflect the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):

	Class A			Class B			Class A		Class B
	For the Years Ended December 31,
	2023						2022
	Class A			Class B			Class A		Class B
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income, as adjusted	$	(3,841,312	)	$	(3,038,682	)	$	5,765,370	$	1,441,343
Denominator:
Basic and diluted weighted average shares outstanding		9,779,707			7,736,268			30,945,072		7,736,268
Basic net (loss) income per ordinary share	$	(0.39	)	$	(0.39	)	$	0.19	$	0.19

Fair Value of Financial Instruments

Fair Value of Financial Instruments

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Recently Adopted Accounting Standards

Recent Accounting Standards

WARRANT LIABILITIES

12 Months Ended

Dec. 31, 2023

DHC Acquisition Corp [Member]

WARRANT LIABILITIES

NOTE 9. WARRANT LIABILITIES

As of December 31, 2023 and 2022, there were 10,315,024 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) one year from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption (Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A ordinary shares;

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading-day period ending three trading days before the Company send the notice of redemption to the warrant holders; and

●

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

As of December 31, 2023 and 2022, there were 6,126,010 Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable as described above so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)							12 Months Ended
	Mar. 14, 2024	Mar. 13, 2024	Sep. 07, 2023	Mar. 03, 2023	Mar. 05, 2021	Mar. 04, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 01, 2023	Feb. 28, 2023
Date of incorporation							Apr. 17, 2018
Stock issued during period, stock options exercised							250,000
Stock issued during period value new issues							$ 16,012,750
Common stock, par value							$ 0.001	$ 0.001
Common stock shares outstanding							86,154,818	63,151,000
Common Stock [Member]
Stock issued during period, stock options exercised							750,000	350,000
Stock issued during period shares new issues							16,012,750
Stock issued during period value new issues							$ 16,013
DHC Acquisition Corp [Member]
Date of incorporation							Dec. 22, 2020
Accretion of carrying value to redemption value							$ 4,360,577	$ 4,462,497
Business combination consummate term period							December 4, 2023 to May 4, 2024
Stock issued during period shares new issues						300,000,000
Payment to acquire restricted investments							$ 9,450,720
Assets held in the trust account							309,450,720
Transaction cost							17,501,346
Cash underwriting fess net of reimbursement							6,189,014
Deferred underwriting fee							10,830,775
Other offering costs payable							481,557
Net tangible assets required for consummation of business combination							5,000,001
Banking regulation mortgage banking net worth minimum			$ 5,000,001
Cash							40,167	212,608
Working capital							7,975,260
Due to related parties current							$ 650,000	0
DHC Acquisition Corp [Member] \| Lock Up Agreement [Member]
Lock in period of shares			12 months
Lock in period of shares			$ 18.00
Share transfer restriction, threshold trading days			20 days
Number of consecutive trading days for share price determination			30 days
Number of days post closing based on which lock in period is determined.			90 days
DHC Acquisition Corp [Member] \| Maximum [Member]
U.S. government securities, maturity terms						185 days
DHC Acquisition Corp [Member] \| Sponsor [Member]
Lock in period of shares							$ 12.00
Due to related parties current
DHC Acquisition Corp [Member] \| Sponsor [Member] \| Maximum [Member]
Share transfer restriction, threshold trading days							30 days
DHC Acquisition Corp [Member] \| Over-Allotment Option [Member]
Stock issued during period shares new issues							4,500,000
DHC Acquisition Corp [Member] \| Over-Allotment Option [Member] \| Underwriters [Member] \| Partial Exercise Of Over Allotment Option [Member]
Stock issued during period shares new issues					945,072
Class of warrant or rights issued during period					126,010
Class of warrant or rights issued during period, price per warrant or right					$ 1.50		$ 1.50
Proceeds from issuance of warrants					$ 189,015
Stock issued during period value new issues					$ 9,450,720
DHC Acquisition Corp [Member] \| IPO [Member]
Proceeds from issuance of warrants									$ 10,211,874
DHC Acquisition Corp [Member] \| IPO [Member] \| Private Placement Warrants [Member] \| Sponsor [Member]
Class of warrant or rights issued during period							6,000,000
Class of warrant or rights issued during period, price per warrant or right							$ 1.50
Proceeds from issuance of warrants							$ 9,000,000
Proceeds from sale of equity						$ 300,000,000
Proceeds from sale of equity						$ 10.00
DHC Acquisition Corp [Member] \| Common Class A [Member]
Temporary equity redemption price per share				$ 10.21			$ 0.03			$ 10.67
Accretion of carrying value to redemption value							$ 4,360,577	$ 4,462,497	$ 27,136,138
Temporary equity shares issued							2,057,453	30,945,072
Ordinary shares subject to possible redemption par value							$ 10.72	$ 10.14
Temporary equity, par value										$ 27,631,384
Stock redeemed or called during period, shares							2,589,121
Common stock, par value							$ 0.0001	$ 0.0001
Common stock shares outstanding							0	0
Ordinary shares subject to possible redemption							2,057,453	30,945,072
DHC Acquisition Corp [Member] \| Common Class A [Member] \| Common Stock [Member]
Accretion of carrying value to redemption value				$ 268,585,494
DHC Acquisition Corp [Member] \| Common Class A [Member] \| Sponsor [Member]
Ordinary shares subject to possible redemption par value										$ 5.37
Temporary equity, par value										$ 1,323,008
Ordinary shares subject to possible redemption							1,971,536			1,971,536
DHC Acquisition Corp [Member] \| Common Class A [Member] \| Private Placement Warrants [Member]
Lock in period of shares							$ 18.00
DHC Acquisition Corp [Member] \| Common Class A [Member] \| Over-Allotment Option [Member]
Stock issued during period shares new issues						30,000,000
Shares issue price						$ 10.00
DHC Acquisition Corp [Member] \| Common Class A [Member] \| IPO [Member]
Stock issued during period shares new issues						30,000,000
Shares issue price						$ 10.00
DHC Acquisition Corp [Member] \| Common Class A [Member] \| DHC Acquisition Corp [Member]
Stock issued during period, stock options exercised				26,298,498
Temporary equity redemption price per share				$ 10.21
Accretion of carrying value to redemption value				$ 268,585,000
DHC Acquisition Corp [Member] \| Common Class A [Member] \| Subsequent Event [Member]
Stock issued during period, stock options exercised	1,949,706
Temporary equity redemption price per share	$ 10.77
Accretion of carrying value to redemption value	$ 20,998,333.62
Temporary equity shares issued	1,908,504
Ordinary shares subject to possible redemption par value	$ 10.80
Temporary equity, par value	$ 20,612,041
Common stock, par value		$ 0.0001
Common stock conversion basis		one (1) share of common stock
DHC Acquisition Corp [Member] \| Non Redeemable Common Class A [Member]
Common stock shares outstanding				400,000							400,000
DHC Acquisition Corp [Member] \| Non Redeemable Common Class A [Member] \| Subsequent Event [Member]
Common stock, par value		$ 0.0001
DHC Acquisition Corp [Member] \| New Ben Common Stock [Member] \| Subsequent Event [Member] \| Common Stock [Member]
Common stock conversion basis		one (1) share of New BEN Common Stock
DHC Acquisition Corp [Member] \| Non-redeemable Common Class B [Member] \| Sponsor [Member]
Number of shares agreed to transfer				150,000
DHC Acquisition Corp [Member] \| Common Class B [Member]
Common stock, par value							$ 0.0001	$ 0.0001
Common stock conversion basis							one-for-one basis
Common stock shares outstanding							7,736,268	7,736,268
DHC Acquisition Corp [Member] \| Common Class B [Member] \| Common Stock [Member]
Accretion of carrying value to redemption value
DHC Acquisition Corp [Member] \| Common Class B [Member] \| Sponsor [Member]
Common stock shares outstanding							246,443			246,443

SCHEDULE OF WEIGHTED AVERAGE VALUATION ASSUMPTIONS (Details) - Share-Based Payment Arrangement, Option [Member]	12 Months Ended
	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term	5 years 4 months 20 days
Risk-free interest rate	3.81%
Dividend yield	0.00%
Volatility	50.42%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Paragraph 2
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-Topic 718
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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+ Details

SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common shares	12,850,000	2,100,000
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common shares	9,000,000	1,000,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common shares	3,850,000	1,100,000

PUBLIC OFFERING

12 Months Ended

Dec. 31, 2023

DHC Acquisition Corp [Member]

PUBLIC OFFERING

NOTE 4. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 10). On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds deposited in the Trust Account to $309,450,720.

SCHEDULE OF BENEFIT OF INCOME TAXES (Details) - USD ($)	12 Months Ended
SCHEDULE OF BENEFIT OF INCOME TAXES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
U.S. federal
Current
Deferred	(1,624,000)	(256,000)
State and local
Current
Deferred
Valuation allowance	1,624,000	256,000
Income Tax Provision (Benefit)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

ACQUISITION

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITION

NOTE C - ACQUISITION

On May 3, 2023, in connection with the development the Company’s core technology, the Company entered into an Asset Purchase Agreement with DM Lab Co., LTD (“DM Lab”), to acquire certain assets and assume certain liabilities in exchange for 16,012,750 common shares with a fair value of $16,012,750 and $257,112 in cash consideration including $107,112 in transaction-related costs.

The Company accounted for the transaction with DM Lab as an asset acquisition as the acquired set passed the screentest and as such did not meet the criteria to be considered a business according to ASC 805, Business Combinations. The total consideration paid including transaction-related costs was allocated to identifiable intangible and tangible assets acquired based on their acquisition date estimated fair values. The largest asset acquired was the in-process research and development intangible asset which the Company determined had alternative future uses and capitalized as an indefinite-lived intangible asset until the completion of the related research and development activities in accordance with ASC 350 or the determination that impairment is necessary. The in-process research and development intangible asset was valued using the multi-period excess earnings method which requires several judgements and assumptions to determine the fair value of intangible assets, including growth rates, EBITDA margins, and discount rates, among others. This nonrecurring fair value measurement is a Level 3 measurement within the fair value hierarchy. The following table summarizes the fair value of consideration transferred and its allocation to the assets acquired and liabilities assumed at their acquisition date fair values.

Assets Acquired	Amount Recognized
In-process research and development intangible asset	$	17,000,000
Property and equipment		721,916
Liabilities assumed
Accounts payable		(57,700	)
Accrued expenses		(249,779	)
Short-term debt		(1,144,575	)
Total assets acquired and liabilities assumed		16,269,862

Total consideration	$	16,269,862

SCHEDULE OF WEIGHTED AVERAGE VALUATION ASSUMPTIONS FOR WARRANTS GRANTED (Details) - Warrant [Member]	Dec. 31, 2023
Measurement Input, Expected Term [Member]
Expected term	10 years
Measurement Input, Risk Free Interest Rate [Member]
Volatility	3.53
Measurement Input, Expected Dividend Rate [Member]
Volatility	0.00
Measurement Input, Option Volatility [Member]
Volatility	47.44

NATURE OF OPERATIONS AND GOING CONCERN

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS AND GOING CONCERN

NOTE A - NATURE OF OPERATIONS AND GOING CONCERN

History

Brand Engagement Network Inc. (formerly Blockchain Exchange Network Inc.) (together with its subsidiaries, “BEN” or “the Company”) was formed in Jackson, Wyoming on April 17, 2018, and was named in honor of the renowned Founding Father and inventor, Benjamin Franklin. In 2019, the Company became a wholly owned subsidiary of Datum Point Labs (“DPL”), and then was spun out of DPL in May 2021. BEN acquired DPL in December 2021.

The recent developments of the business are as follows:

	●	In November 2022, the Company determined that the AI industry had a higher likelihood, as compared to blockchain and other forms of data management, of long-term potential due to the rapidly evolving consumer demand for AI solutions.

	●	In the fourth quarter of 2022, the Company’s management team, in consultation with its advisors, developed an internal strategy to execute on AI. Significant changes were made to the business, including abandoning a primary strategy involving blockchain, and completing an overhaul of the platform, a shift from business-to-consumer to business-to-business-to-consumer, and the development of a new business model and use cases.

	●	In February 2023, DHC Acquisition Corp, a special purpose acquisition company, and the Company entered into a non-disclosure agreement for a potential business combination.

	●	As the Company continued to look at acquisitions to further its strategy of consumer data management through AI, the Company identified an opportunity to acquire DM Lab (Note C). In March 2023, the Company provided a non-binding term sheet to DM Lab.

	●	In April of 2023, the Company’s management team traveled to Korea to visit DM Lab. Because the Company believed DM Lab to be in distress, the Company believed DM Lab to be an attractive target for an acquisition given its technology, intellectual property and its existing collaboration with Korea University. As the Company performed diligence on DM Lab and the AI market, the Company determined that the acquisition was in the best interest of its shareholders.

	●	In April 2023, the Company retained the services of, on a consulting basis, its Chief Executive Officer to provide consulting and professional services relating to the Company’s product development.

	●	In April 2023, the Company undertook a convertible note offering with accredited investors with a conversion price of $1.00 per share.

	●	In May 2023, the Company entered into an asset purchase agreement to purchase DM Lab.

	●	The Company still holds significant intellectual property in the form of a patent portfolio that the Company believes will be a cornerstone of its artificial intelligence solutions for certain industries that it expects to target, including the automotive, healthcare, and financial services industries.

Nature of Operations

The Company is an innovative AI platform provider, designed to interface with emerging technologies, including blockchain, internet of things, and cloud computing, that drives digital transformation across various industries and provides businesses with unparalleled competitive edge. BEN offers a suite of configured and customizable applications, including natural language processing, anomaly detection, encryption, recommendation engines, sentiment analysis, image recognition, personalization, and real-time decision-making. These applications help companies improve customer experiences, optimize cost drivers, mitigate risks, and enhance operational efficiency.

Going Concern

The accompanying financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of consolidated assets and satisfaction of liabilities in the normal course of business. As of and for the year ended December 31, 2023, the Company has an accumulated deficit of approximately $13.3 million, a net loss of approximately $11.7 million and net cash used in operating activities of approximately $5.1 million. Management expects to continue to incur operating losses and negative cash flows from operations for at least the next 12 months. The Company has financed its operations to date from proceeds from the sale of common stock, exercises of warrants, and issuance of debt. The Company’s current liquidity position raises substantial doubt about the Company’s ability to continue as a going concern.

The Company believes that its existing cash and cash equivalents will be insufficient to meet its anticipated cash requirements for at least the next 12 months from the date the consolidated financial statements are issued. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon several factors including but not limited to the design, timing, and the progress of the Company’s research and development programs, and the level of financial resources available. The Company can adjust its operating plan spending based on available financial resources.

The Company will need to raise additional capital to continue to fund operations and product research and development. The Company believes that it will be able to obtain additional working capital through equity financings, additional debt, or other arrangements to fund future operations; however, as of the date of these financial statements, no committed funding has been obtained, and there can be no assurance that such additional financing, if available, can be obtained on terms acceptable to the Company. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	86,154,818	63,151,000
Common stock, shares outstanding	86,154,818	63,151,000
DHC Acquisition Corp [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
DHC Acquisition Corp [Member] \| Common Class A [Member]
Ordinary shares subject to possible redemption	2,057,453	30,945,072
Ordinary shares subject to possible redemption par value	$ 10.72	$ 10.14
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
DHC Acquisition Corp [Member] \| Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	7,736,268	7,736,268
Common stock, shares outstanding	7,736,268	7,736,268

EQUITY-BASED COMPENSATION (Details Narrative) - USD ($)	12 Months Ended
EQUITY-BASED COMPENSATION (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of options granted	8,290,000
Weighted average exercise price	$ 1.23
Vesting percentage	25.00%
Stock option terms of award	1 year and then monthly thereafter for 36 months (2.067% per month)
Intrinsic value of the options exercised	$ 225,000	$ 0
Aggregate intrinsic value of options outstanding	9,516,700
Aggregate intrinsic value of options exercisable	$ 7,042,448
Future stock-based compensation for options granted	2,110,824
Future stock-based compensation for options outstanding	2,110,824
Requisite service period	3 years 6 months
Stock based compensation granted	$ 3,066,342	18,750
Stock based compensation capitalized		$ 0
Warrants granted	3,000,000	0
Exercise price of warrants granted	$ 1.00
Warrants exercised	500,000	1,150,000
Exercise price of warrants exercised	$ 0.10
Warrants outstanding	3,850,000
Exercise price of warrants	$ 0.80
Stock based compensation	$ 4,878,655	$ 18,750
Warrant [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation	1,873,771	$ 0
Operating Income (Loss) [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation capitalized	3,004,884
Software Development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation capitalized	$ 61,458

SUMMARY OF SHARE-BASED PAYMENT ARRANGEMENT OPTION ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Number of shares outstanding, beginning balance	1,000,000
Weighted average exercise price outstanding, beginning balance	$ 0.10
Weighted average grant date fair value options outstanding, beginning balance	$ 0.06
Weighted average remaining contractual term (in years), ending	9 years 2 months 23 days	8 years 9 months
Number of shares, granted	8,290,000
Weighted average exercise price, granted	$ 1.23
Weighted average grant date fair value options, granted	$ 0.62
Number of shares, forfeited	(40,000)
Weighted average exercise price, forfeited	$ 1.00
Number of shares, exercised	(250,000)
Weighted average exercise price, exercised	$ 0.10
Number of shares outstanding, ending balance	9,000,000	1,000,000
Weighted average exercise price outstanding, ending balance	$ 1.13	$ 0.10
Weighted average grant date fair value options outstanding, ending balance	$ 0.57	$ 0.06
Number of shares vested and expected to vest	9,000,000
Weighted average exercise price, vested and expected to vest	$ 1.13
Weighted average grant date fair value options outstanding, ending balance	$ 0.57
Weighted average remaining contractual term (in years),vested and expected to vest	9 years 2 months 23 days
Number of shares exercisable	5,933,958
Weighted average exercise price exercisable	$ 1.00
Weighted average grant date fair value options outstanding, ending balance	$ 0.49
Weighted average remaining contractual term (in years), exercisable	9 years 1 month 24 days

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Operating loss carryforward		$ 1,104,955	$ 148,421
Deferred tax assets valuation allowance	$ 1,880,000	256,000
Net change in valuation allowance	$ 1,624,000	$ 256,000

RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS (Tables)

12 Months Ended

Dec. 31, 2023

DHC Acquisition Corp [Member]

SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS

	As previously Reported			Adjustments			As Revised
Unaudited Condensed Balance Sheet as of March 31, 2023
Additional paid-in capital	$	—		$	4,515,979		$	4,515,979
Accumulated deficit		(16,858,739	)		(4,515,979	)		(21,374,718	)
Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2023
Expense related to non-redemption agreements	$	—		$	7,291,533		$	7,291,533
Net income (loss)		2,078,069			(7,291,533	)		(5,213,464	)
Basic and diluted net income per share, Class A ordinary shares		0.06			(0.21	)		(0.15	)
Weighted average shares outstanding of Class B ordinary shares		0.06			(0.21	)		(0.15	)
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023
Shareholder non-redemption agreement	$	(744,274	)	$	744,274		$	—
Contribution by Sponsor		744,274			6,547,259			7,291,533
Additional paid-in capital		—			4,515,979			4,515,979
Accumulated deficit		(16,858,739	)		(4,515,979	)		(21,374,718	)

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

	As previously Reported				Adjustments			As Revised
Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2023
Net income (loss)		$	2,078,069		$	(7,291,533	)	$	(5,213,464	)
Fair value of Founder Shares assigned in connection with the non-redemption agreements			—			7,291,533			7,291,533
Net cash used in operation activities			(109,262	)		—			(109,262	)
Unaudited Condensed Balance Sheet as of June 30, 2023
Additional paid-in capital		$	—		$	3,996,669		$	3,996,669
Accumulated deficit			(17,634,384	)		(3,996,669	)		(21,631,053	)
Unaudited Condensed Statement of Operations for the Six Months Ended June 30, 2023
Expense related to non-redemption agreements		$	—		$	7,291,533		$	7,291,533
Net income (loss)			1,821,734			(7,291,533	)		(5,469,799	)
Basic and diluted net income per share, Class A ordinary shares			0.08			(0.32	)		(0.24	)
Weighted average shares outstanding of Class B ordinary shares			0.08			(0.32	)		(0.24	)
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Six Months Ended June 30, 2023
Additional paid-in capital		$	—		$	3,996,669		$	3,996,669
Accumulated deficit			(17,634,384	)		(3,996,669	)		(21,631,053	)
Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2023
Net income (loss)		$	1,821,734		$	(7,291,533	)	$	(5,469,799	)
Fair value of Founder Shares assigned in connection with the non-redemption agreements			—			7,291,533			7,291,533
Net cash used in operation activities			(482,314	)		—			(482,314	)
Unaudited Condensed Balance Sheet as of September 30, 2023
Additional paid-in capital		$	—		$	3,423,088		$	3,423,088
Accumulated deficit			(19,797,848	)		(3,423,088	)		(23,220,936	)

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

	As previously Reported			Adjustments			As Revised
Unaudited Condensed Statement of Operations for the Nine Months Ended September 30, 2023
Expense related to non-redemption agreements	$	—		$	7,291,533		$	7,291,533
Net income (loss)		231,821			(7,291,533	)		(7,059,712	)
Basic and diluted net income per share, Class A ordinary shares		0.01			(0.37	)		(0.36	)
Weighted average shares outstanding of Class B ordinary shares		0.01			(0.37	)		(0.36	)
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Nine Months Ended September 30, 2023
Additional paid-in capital	$	—		$	3,423,088		$	3,423,088
Accumulated deficit		(19,797,848	)		(3,423,088	)		(23,220,936	)
Unaudited Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2023
Net income (loss)	$	231,821		$	(7,291,533	)	$	(7,059,712	)
Fair value of Founder Shares assigned in connection with the non-redemption agreements		—			7,291,533			7,291,533
Net cash used in operation activities		(726,761	)		—			(726,761	)

ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

SCHEDULE OF ACCRUED EXPENSES

Accrued expenses consisted of the following at December 31, 2023:

SCHEDULE OF ACCRUED EXPENSES

	December 31,
	2023
Accrued professional fees	$	245,751
Accrued compensation and related expenses		1,146,435
Due to related party		178,723
Accrued other		66,139
Accrued expenses	$	1,637,048

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE D – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following at December 31, 2023 and 2022:

	2023		2022
	December 31,
	2023		2022
Security deposits	$	71,300	$	-
Prepaid VAT		7,821		-
Prepaid legal fees		43,713		-
Prepaid other		78,460		250
Prepaid expenses and other current assets	$	201,293	$	250

SCHEDULE OF STOCK-BASED COMPENSATION RELATED TO ITS OPTIONS AND WARRANTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation	$ 4,878,655	$ 18,750
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation	4,846,867	18,750
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation	$ 31,788

SCHEDULE OF FAIR VALUE OF FOUNDER SHARES (Details) - DHC Acquisition Corp [Member] - Founder Shares [Member]	Dec. 31, 2023 $ / shares yr	Feb. 28, 2023 $ / shares yr
Measurement Input, Risk Free Interest Rate [Member]
Equity securities, FV-NI, measurement input	5.38	4.72
Measurement Input, Expected Term [Member]
Equity securities, FV-NI, measurement input \| yr	0.42	0.76
Measurement Input Probability of Occruence of Business Combination One [Member]
Equity securities, FV-NI, measurement input \| $ / shares	10.67	10.21
Measurement Input, Share Price [Member]
Equity securities, FV-NI, measurement input \| $ / shares	0.00	0.00
Measurement Input Probability of Transaction [Member]
Equity securities, FV-NI, measurement input	50.00	50.00
Measurement Input Present Value Factor [Member]
Equity securities, FV-NI, measurement input \| yr	1.01	0.97

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

DHC Acquisition Corp [Member]

FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

BRAND ENGAGEMENT NETWORK (F/K/A DHC ACQUISITION CORP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

At December 31, 2023, assets held in the Trust Account were comprised of $22,040,092 of cash.

At December 31, 2022, assets held in the Trust Account were comprised of $313,913,217 of money market funds which are invested primarily in U.S. Treasury Securities.

	December 31, 2023			December 31, 2022
	Level	Amount		Level		Amount
Assets:
Cash and investments held in Trust Account	1	$	22,040,092		1	$	313,913,217
Liabilities:
Warrant Liabilities – Public Warrants	2	$	206,300		2	$	103,150
Warrant Liabilities – Private Placement Warrants	2	$	122,520		2	$	61,260

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s accompanying December 31, 2023 and 2022 consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations.

The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units was established by the public warrant price. The subsequent measurements of the Private Placement Warrants were established by using the closing price of the Public Warrants, an observable market quote for a similar asset in an active market. At December 31, 2023 and 2022, the Public Warrants have detached from the Units, and the closing price is utilized as the fair value.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. On September 30, 2022, due to the lack of an active market, the estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement was $1,031,502.

SCHEDULE PROPERTY AND EQUIPMENT NET (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total	$ 1,342,514
Accumulated depreciation and amortization	(539,957)	$ 0
Property and equipment, net of accumulated depreciation and amortization	802,557
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	426,000
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total	346,591
Capitalized Software [Member]
Property, Plant and Equipment [Line Items]
Total	$ 569,923

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Security deposits	$ 71,300
Prepaid VAT	7,821
Prepaid legal fees	43,713
Prepaid other	78,460	250
Prepaid expenses and other current assets	$ 201,293	$ 250

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, net	$ 882,147
Intangible assets gross	18,259,863	$ 880,000
Intangible assets, accumulated amortization	(377,716)	(279,683)
Intangible assets, net	17,882,147	600,317
In Process Research and Development [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets, gross	17,000,000
Indefinite-lived intangible assets, accumulated amortization
Indefinite-lived intangible assets, net	17,000,000
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	1,259,863	880,000
Finite-lived intangible assets, accumulated amortization	(377,716)	(279,683)
Finite-lived intangible assets, net	$ 882,147	$ 600,317

EQUITY-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

NOTE K - EQUITY-BASED COMPENSATION

Option Awards

2023 Activity

The Company granted options to acquire 8,290,000 shares of common stock of the Company at a weighted average exercise price of $1.23 per share in the year ended December 31, 2023. Generally, options have a service vesting condition of 25% cliff after 1 year and then monthly thereafter for 36 months (2.067% per month).

The following table provides the weighted average assumptions included in the Black-Scholes Merton pricing model for the options granted:

	Year Ended December 31,
	2023
Expected term		5.39 years
Risk-free interest rate		3.81	%
Dividend yield		0.00	%
Volatility		50.42	%

A summary of option activity for the years ended December 31, 2023 and 2022 is as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (in years)
Outstanding as of December 31, 2022		1,000,000		$	0.10	$	0.06		8.75
Granted		8,290,000		$	1.23	$	0.62
Forfeited		(40,000	)	$	1.00
Exercised		(250,000	)	$	0.10
Outstanding as of December 31, 2023		9,000,000		$	1.13	$	0.57		9.23
Vested and expected to vest as of December 31, 2023		9,000,000		$	1.13	$	0.57		9.23
Exercisable as of December 31, 2023		5,933,958		$	1.00	$	0.49		9.15

The intrinsic value of the options exercised during the year ended December 31, 2023 was $225,000. There was no intrinsic value for the options exercised during the year ended December 31, 2022 The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2023 were $9,516,700 and $7,042,448, respectively. At December 31, 2023, future stock-based compensation for options granted and outstanding of $2,110,824 will be recognized over a remaining weighted-average requisite service period of 3.5 years.

2022 Activity

There was no 2022 option grant activity.

The Company recorded stock-based compensation from option grants of $3,066,342 and $18,750 in the years ended December 31, 2023 and 2022, respectively. Stock-based compensation capitalized as part of capitalized software costs for the year ended December 31, 2023 were $61,458, and $3,004,884 were expensed in the accompanying statements of operations. No stock-based compensation costs were capitalized during the year ended December 31, 2022.

Warrant Awards

There were 3,000,000 warrants granted in the year ended December 31, 2023 at a weighted average exercise price of $1.00 per share with expiration dates ranging from February to June 2033. There were 500,000 warrants exercised in the year ended December 31, 2023 at a weighted average exercise price of $0.10 per share. As of December 31, 2023, there were 3,850,000 warrants outstanding at a weighted average exercise price of $0.80 per share, with expiration dates ranging from August 2029 to June 2033. There were no warrants granted during the year ended December 31, 2022. There were 1,150,000 warrants exercised during the year ended December 31, 2022. The Company recorded $1,873,771 and $0 stock-based compensation expense related to warrants for the years ended December 31, 2023 and 2022, respectively.

The following table provides the weighted average assumptions included in the Black-Scholes Merton pricing model for the warrants granted:

	Year Ended December 31,
	2023
Expected term		10 years
Risk-free interest rate		3.53	%
Dividend yield		0.00	%
Volatility		47.44	%

The Company has recorded stock-based compensation related to its options and warrants in the accompanying statements of operations as follows:

	2023		2022
	Year Ended December 31,
	2023		2022
General and administrative	$	4,846,867	$	18,750
Research and development		31,788		-
Stock based compensation	$	4,878,655	$	18,750

SCHEDULE OF CONSIDERATION TRANSFERRED FOR ALLOCATION TO ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - DM Lab Co., LTD [Member]	May 03, 2023 USD ($)
Business Acquisition [Line Items]
In-process research and development intangible asset	$ 17,000,000
Property and equipment	721,916
Accounts payable	(57,700)
Accrued expenses	(249,779)
Short-term debt	(1,144,575)
Total assets acquired and liabilities assumed	16,269,862
Total consideration	$ 16,269,862

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 1,685,013	$ 2,010
Accounts receivable, net of allowance	10,000	1,000
Prepaid expenses and other current assets	201,293	250
Total current assets	1,896,306	16,945
Property and equipment, net	802,557
Intangible assets, net	17,882,147	600,317
Other assets	1,427,729	8,850
TOTAL ASSETS	22,008,739	626,112
Current liabilities:
Accounts payable	1,282,974	580,680
Accrued expenses	1,637,048
Deferred revenue	2,290	50,000
Short-term debt	223,300
Total current liabilities	3,145,612	666,219
Long-term debt	668,674
Total liabilities	4,314,286	666,219
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock , value
Common stock	86,155	63,151
Additional paid-in capital	30,910,018	1,467,196
Accumulated deficit	(13,301,720)	(1,570,454)
Total stockholders’ equity (deficit)	17,694,453	(40,107)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	22,008,739	626,112
Related Party [Member]
Current assets:
Due from related parties		13,685
Current liabilities:
Due to related parties		35,539
Note payable - related party	500,000
DHC Acquisition Corp [Member]
Current assets:
Cash	40,167	212,608
Cash and cash equivalents
Prepaid expenses and other current assets	1,667	61,530
Total current assets	44,834	275,638
Trust Receivable	16,824
Cash and securities held in Trust Account	22,040,092	313,913,217
Other assets
TOTAL ASSETS	22,101,750	314,188,855
Current liabilities:
Accrued expenses	7,370,094	5,440,933
Advance from related parties	650,000
Total current liabilities	8,020,094	5,440,933
Warrant Liability	328,820	164,410
Deferred underwriting fee payable	433,231	10,830,775
Total liabilities	8,782,145	16,436,118
Commitments and contingencies
Class A ordinary shares subject to possible redemption; 2,057,453 and 30,945,072 shares at a redemption value of $10.72 and $10.14 per share at December 31, 2023 and 2022, respectively	22,056,915	313,913,217
Stockholders’ equity (deficit):
Preferred stock , value
Additional paid-in capital	4,253,964
Accumulated deficit	(12,992,048)	(16,161,254)
Total stockholders’ equity (deficit)	(8,737,310)	(16,160,480)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	22,101,750	314,188,855
DHC Acquisition Corp [Member] \| Common Class A [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption; 2,057,453 and 30,945,072 shares at a redemption value of $10.72 and $10.14 per share at December 31, 2023 and 2022, respectively	22,056,916
Stockholders’ equity (deficit):
Common stock
DHC Acquisition Corp [Member] \| Common Class B [Member]
Stockholders’ equity (deficit):
Common stock	774	774
DHC Acquisition Corp [Member] \| Sponsor [Member]
Current assets:
Due from related parties	$ 3,000	$ 1,500

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)											1 Months Ended	12 Months Ended
	Oct. 24, 2023	Sep. 28, 2023	Aug. 28, 2023	Jul. 26, 2023	Jun. 30, 2023	Apr. 18, 2023	Mar. 03, 2023	Feb. 28, 2023	Mar. 04, 2021	Mar. 01, 2021	Dec. 31, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 01, 2023	Apr. 30, 2023	Dec. 29, 2020
Related Party Transaction [Line Items]
Common stock shares outstanding												86,154,818	63,151,000
Debt instrument conversion price															$ 1.00
Interest expense												$ 56,515
DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Stock issued during period									300,000,000
Due to related parties current												650,000	0
Interest expense
Common Class B [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding												7,736,268	7,736,268
Common Class B [Member] \| Founder Shares [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding										8,625,000
Non Redeemable Common Class A [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding							400,000	400,000
Non Redeemable Common Class A [Member] \| DHC Acquisition Corp [Member] \| Sponsor Agreement [Member]
Related Party Transaction [Line Items]
Number of shares to be transferred amongst the related parties interest upon consummation of business combination								1,612,500
Common Class A [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding												0	0
Ordinary shares subject to possible redemption												2,057,453	30,945,072
Expenses incurred in connection with non redemption agreement												$ 7,291,533
Percentage of common stock shares														9.09
Temporary equity, par value														$ 27,631,384
Temporary equity, par or stated value per share												$ 10.72	$ 10.14
Expenses incurred in connection with non redemption agreements												$ 1,323,008
Common Class A [Member] \| Founder Shares [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Ordinary shares subject to possible redemption														246,443
Common Class A [Member] \| Non Redeemable Common Class A [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Ordinary shares subject to possible redemption														400,000
Sponsor [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Share price												$ 12.00
Notice period to redeem shares												150 days
Due to related parties current
Proceeds from advances to related parties	$ 75,000	$ 75,000	$ 100,000	$ 100,000		$ 250,000	$ 50,000
Sponsor [Member] \| DHC Acquisition Corp [Member] \| Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument convertible into warrants												$ 1,500,000
Debt instrument conversion price												$ 1.50
Sponsor [Member] \| DHC Acquisition Corp [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Promissory note																$ 300,000
Due to related parties current																$ 171,357
Sponsor [Member] \| DHC Acquisition Corp [Member] \| Administrative Service Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction												$ 10,000
Related party transaction. administrative expense												120,000	$ 120,000
Sponsor [Member] \| DHC Acquisition Corp [Member] \| Administrative Service Agreement [Member] \| Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Related party transaction. administrative expense												$ 340,000	220,000
Sponsor [Member] \| DHC Acquisition Corp [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Number of consecutive trading days for share price determination												20 days
Sponsor [Member] \| DHC Acquisition Corp [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Share transfer restriction, threshold trading days												30 days
Sponsor [Member] \| Common Class B [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding												246,443		246,443
Sponsor [Member] \| Common Class B [Member] \| Founder Shares [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services											$ 25,000
Stock issued during period, shares, issued for services											7,187,500
Stock issued during period										1,437,500
Ordinary shares subject to possible redemption												1,125,000
Percentage of shares issued and outstanding												20.00%
Shares issued, shares, share-based payment arrangement, forfeited									888,732
Sponsor [Member] \| Non Redeemable Common Class A [Member] \| Founder Shares [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Percentage of identified shares								9.90%
Estimated fair value of non redeeming shares								1,612,500
Estimated fair value of non redeeming shares value								$ 7,291,533
Estimated fair value of non redeeming shares per share								$ 4.99
Sponsor [Member] \| Common Class A [Member] \| DHC Acquisition Corp [Member]
Related Party Transaction [Line Items]
Ordinary shares subject to possible redemption												1,971,536		1,971,536
Temporary equity, par value														$ 1,323,008
Temporary equity, par or stated value per share														$ 5.37
Related Party [Member]
Related Party Transaction [Line Items]
Amounts owed to related parties													35,539
Amounts owed from related parties													13,685
Professional and other fees and costs												571,215	192,000
Related Party [Member] \| Promissory Note Agreement [Member]
Related Party Transaction [Line Items]
Promissory note					$ 620,000
Interest rate					7.00%
Maturity date					Jun. 25, 2025
Proceeds from issuance of promissory note					$ 620,000
Payment terms					The Company may prepay interest and principal on the note at any time before maturity on June 25, 2025
Outstanding balance promissory note					$ 500,000
Interest expense					$ 25,299
Related Party [Member] \| Accounts Payable and Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Amounts owed to related parties												$ 178,723	$ 48,069

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE F – INTANGIBLE ASSETS

The following table summarizes intangible assets with a finite useful life included on the consolidated balance sheet as of December 31, 2023 and 2022:

SCHEDULE OF INTANGIBLE ASSETS

	December 31, 2023
	Gross		Accumulated Amortization			Net
Amortizing intangible assets:
Patent portfolio	$	1,259,863	$	(377,716	)	$	882,147

Indefinite-lived intangible assets:
In-process research and development		17,000,000		-			17,000,000
Total	$	18,259,863	$	(377,716	)	$	17,882,147

	December 31, 2022
	Gross		Accumulated Amortization			Net
Amortizing intangible assets:
Patent portfolio	$	880,000	$	(279,683	)	$	600,317
Total	$	880,000	$	(279,683	)	$	600,317

Total amortization expenses were $98,033 and $76,928 for the years ended December 31, 2023 and 2022, respectively.

Future amortization of intangible assets, net are estimated to be as follows:


Years Ending December 31:
2024		140,243
2025		140,243
2026		140,243
2027		140,243
2028		140,243
Thereafter		180,932
Total	$	882,147

SUMMARY OF BASIC AND DILUTED INCOME (LOSS) PER ORDINARY SHARE (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Basic and diluted net (loss) income per ordinary share
Basic weighted average shares outstanding				76,399,513	58,198,281
Diluted weighted average shares outstanding				76,399,513	58,198,281
Basic net (loss) income per ordinary share				$ (0.15)	$ (0.01)
Common Class A [Member] \| DHC Acquisition Corp [Member]
Basic and diluted net (loss) income per ordinary share
Allocation of net (loss) income, as adjusted				$ (3,841,312)	$ 5,765,370
Basic weighted average shares outstanding				9,779,707	30,945,072
Diluted weighted average shares outstanding				9,779,707	30,945,072
Basic net (loss) income per ordinary share	$ (0.15)	$ (0.24)	$ (0.36)	$ (0.39)	$ 0.19
Common Class B [Member] \| DHC Acquisition Corp [Member]
Basic and diluted net (loss) income per ordinary share
Allocation of net (loss) income, as adjusted				$ (3,038,682)	$ 1,441,343
Basic weighted average shares outstanding	0.15	0.24	0.36	7,736,268	7,736,268
Diluted weighted average shares outstanding	0.15	0.24	0.36	7,736,268	7,736,268
Basic net (loss) income per ordinary share				$ (0.39)	$ 0.19

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details