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United States securities and exchange commission logo
April 16, 2024
Michael Zacharski
Chief Executive Officer
Brand Engagement Network Inc
145 E. Snow King Ave
PO Box 1045
Jackson, WY 83001
Re: Brand Engagement
Network Inc
Registration
Statement on Form S-1
Filed April 12,
2024
File No. 333-278673
Dear Michael Zacharski:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. For each of the shares
and warrants being registered for resale, disclose the price that the
selling securityholders
paid for such shares and warrants.
Risk Factors
Future resales of our Common Stock..., page 33
2. Please disclose the
purchase price of the securities being registered for resale and the
percentage that these
shares currently represent of the total number of shares outstanding.
Also disclose that even
though the current trading price is significantly below the SPAC
IPO price, the private
investors have an incentive to sell because they will still profit on
sales because of the
lower price that they purchased their shares than the public investors.
Michael Zacharski
FirstName LastNameMichael Zacharski
Brand Engagement Network Inc
Comapany
April NameBrand Engagement Network Inc
16, 2024
April 216, 2024 Page 2
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 36
3. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the common
stock, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
4. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that the four largest selling stockholders,
beneficial owners of over
70% of your outstanding shares, will be able to sell all of their
shares for so long as the
registration statement of which this prospectus forms a part is
available for use.
Selling Security Holders, page 92
5. Please revise to disclose that J.V.B. Financial Group, LLC is a
broker-dealer. If J.V.B.
Financial Group, LLC acquired its shares as investments, rather than
as transaction-based
compensation for the performance of investment banking or similar
services, it should be
named as an underwriter.
General
6. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares and warrants being registered for resale. Highlight any
differences in the current
trading price, the prices that the selling securityholders acquired
their shares and warrants,
and the price that the public securityholders acquired their shares
and warrants. Disclose
that while the selling securityholders may experience a positive rate
of return based on the
current trading price, the public securityholders may not experience a
similar rate of return
on the securities they purchased due to differences in the purchase
prices and the current
trading price. Please also disclose the potential profit the selling
securityholders will earn
based on the current trading price. Lastly, please include appropriate
risk factor
disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
Michael Zacharski
Brand Engagement Network Inc
April 16, 2024
Page 3
Please contact Jeff Kauten at 202-551-3447 or Jan Woo at 202-551-3453
with any other
questions.
Sincerely,
FirstName LastNameMichael Zacharski
Division of
Corporation Finance
Comapany NameBrand Engagement Network Inc
Office of Technology
April 16, 2024 Page 3
cc: Matthew L. Fry
FirstName LastName