0001493152-24-024559 | S-1 | XBRL Viewer | Brand Engagement Network INC

SCHEDULE OF WEIGHTED AVERAGE VALUATION ASSUMPTIONS (Details) - Share-Based Payment Arrangement, Option [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term	5 years	5 years	5 years 4 months 20 days
Risk-free interest rate	4.13%	3.59%	3.81%
Dividend yield	0.00%	0.00%	0.00%
Volatility	54.79%	49.94%	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.

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+ Details

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Security deposits	$ 46,300	$ 71,300
Prepaid VAT	17,785	7,821
Prepaid legal fees		43,713
Prepaid professional fees	206,797	43,712
Prepaid insurance	574,236
Prepaid other	193,875	78,460	250
Prepaid expenses and other current assets	$ 1,038,993	$ 201,293	$ 250

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 tax.

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+ Details

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 $3.70 per share. During the year ended December 31, 2023, all of the convertible notes had been converted into BEN common stock.

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 $3.70 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.

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

RELATED PARTY TRANSACTIONS	3 Months Ended	12 Months Ended
Mar. 31, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE L — RELATED PARTY TRANSACTIONS AFG Reseller Agreement On August 19, 2023, the Company entered into Reseller Agreement, providing for, among other things, AFG to act as the Company’s exclusive reseller of certain products on terms and conditions set forth therein and, as partial consideration to AFG for such services, the Company issued 1,750,000 of Common Stock with an aggregate fair value of $13,475,000 based on the closing stock price on the date of the Merger. Additionally, the Company issued AFG a warrant to purchase up to 3,750,000 shares of Common Stock, with each warrant exercisable for one share of Common Stock at an exercise price of $10.00 and a fair value of $2.52 per warrant (Note J). During the three months ended March 31, 2024 there was no revenue recognized pursuant to the Reseller Agreement. Advances to Officers and Directors Certain officers and directors advanced funds to or were advanced from the Company on an undocumented, non-interested bearing, due on demand basis. As of March 31, 2024, $373,450 and $45,837 of amounts owed to related parties were included within accrued expenses and accounts payable, respectively, in the accompanying unaudited condensed consolidated balance sheet. 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. In the three months ended March 31, 2024 and 2023, the Company recorded professional and other fees and costs related to consulting services from related parties of $58,785 and $40,290, respectively, within general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Promissory Note 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 $500,000 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 March 31, 2024, the balance on the promissory note was $500,000. For the three months ended March 31, 2024, the Company recorded $10,582 in interest expense related to the promissory note agreement. Related Party Advance The Company received non-interest bearing and payable upon demand related party advances from DHC’s Sponsor in connection with the Merger. As of March 31, 2024, the Company had $693,036 in related party advances in the accompanying unaudited consolidated balance sheets.	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.

RELATED PARTY TRANSACTIONS

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

NOTE L — RELATED PARTY TRANSACTIONS

AFG Reseller Agreement

On August 19, 2023, the Company entered into Reseller Agreement, providing for, among other things, AFG to act as the Company’s exclusive reseller of certain products on terms and conditions set forth therein and, as partial consideration to AFG for such services, the Company issued 1,750,000 of Common Stock with an aggregate fair value of $13,475,000 based on the closing stock price on the date of the Merger. Additionally, the Company issued AFG a warrant to purchase up to 3,750,000 shares of Common Stock, with each warrant exercisable for one share of Common Stock at an exercise price of $10.00 and a fair value of $2.52 per warrant (Note J). During the three months ended March 31, 2024 there was no revenue recognized pursuant to the Reseller Agreement.

Advances to Officers and Directors

Certain officers and directors advanced funds to or were advanced from the Company on an undocumented, non-interested bearing, due on demand basis. As of March 31, 2024, $373,450 and $45,837 of amounts owed to related parties were included within accrued expenses and accounts payable, respectively, in the accompanying unaudited condensed consolidated balance sheet. 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. In the three months ended March 31, 2024 and 2023, the Company recorded professional and other fees and costs related to consulting services from related parties of $58,785 and $40,290, respectively, within general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

Promissory Note

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 $500,000 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 March 31, 2024, the balance on the promissory note was $500,000. For the three months ended March 31, 2024, the Company recorded $10,582 in interest expense related to the promissory note agreement.

Related Party Advance

The Company received non-interest bearing and payable upon demand related party advances from DHC’s Sponsor in connection with the Merger. As of March 31, 2024, the Company had $693,036 in related party advances in the accompanying unaudited consolidated balance sheets.

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.

- 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
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

SCHEDULE PROPERTY AND EQUIPMENT NET (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total	$ 1,798,478	$ 1,342,514
Accumulated depreciation and amortization	(622,243)	(539,957)	$ 0
Property and equipment, net of accumulated depreciation and amortization	1,176,235	802,557
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	436,711	426,000
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total	346,591	346,591
Capitalized Software [Member]
Property, Plant and Equipment [Line Items]
Total	$ 1,015,176	$ 569,923

SCHEDULE OF STOCK-BASED COMPENSATION RELATED TO ITS OPTIONS AND WARRANTS (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation	$ 406,980	$ 2,442,701	$ 4,878,655	$ 18,750
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation	334,049	2,442,701	4,846,867	18,750
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation	$ 72,931		$ 31,788

SUBSEQUENT EVENTS (Details Narrative)			2 Months Ended	3 Months Ended		12 Months Ended
SUBSEQUENT EVENTS (Details Narrative)	Dec. 14, 2024 $ / shares shares	Mar. 14, 2024 USD ($) $ / shares shares	Feb. 29, 2024 $ / shares shares	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Apr. 12, 2024 USD ($)	Aug. 31, 2023 shares	Aug. 19, 2023 shares	Apr. 30, 2023 $ / shares
Subsequent Event [Line Items]
Outstanding invoices amount \| $				$ 4,416,613		$ 1,282,974	$ 580,680
Conversion purchase per price \| $ / shares											$ 3.70
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross \| shares				108,040		2,239,129
Cash contributed \| $						$ 16,012,750
Warrants to purchase shares \| shares						202,575	94,535		3,750,000	3,750,000
Proceeds from Issuance of Common Stock \| $				$ 6,325,000		$ 5,000,000
Stock Issued During Period, Shares, New Issues \| shares				6,325,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross \| shares			40,515
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price \| $ / shares			$ 8.11
Subsequent Event [Member] \| DHC Acquisition Corp [Member]
Subsequent Event [Line Items]
Exchange ratio		0.2701
Number of issued shares for business combination \| shares		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 \| 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 Common Stock \| $		$ 5,500,000
Stock Issued During Period, Shares, New Issues \| shares		2,300,000
Convertible Promissory Note Due March 2025 [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Principal amount \| $								$ 1,900,000
Outstanding invoices amount \| $								$ 1,900,000
Convertible Promissory Note [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
stated interest rate								8.00%
Outstanding principal balance	40.00%
Conversion purchase price	92.75%
Conversion purchase per price \| $ / shares	$ 0.0120
Shares issued upon conversion \| shares	1,583,334
Cohen Convertible Note [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Outstanding principal balance	20.00%

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

SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remaining 9 months)	$ 105,182
2024	140,243	$ 140,243
2025	140,243	140,243
2026	140,243	140,243
2027	140,243	140,243
2028		140,243
Thereafter	180,932
Thereafter		180,932
Total	$ 847,086	$ 882,147

SHORT-TERM DEBT RELATED TO ACQUISITION OF DM LAB (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 29, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Short-term debt		$ 223,300		$ 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		891,974
Debt instrument decrease amount		252,601		252,601
Interest expenses		$ 15,616	$ 0	$ 31,217	$ 0
DM Lab [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Interest rate		4.667%		4.667%
DM Lab [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Interest rate		6.69%		6.69%

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.

ACQUISITIONS (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Business Combination, Asset Acquisition, and Joint Venture Formation [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

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 POTENTIALLY DILUTIVE SECURITIES (Details) - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,288,310	1,904,205	3,470,785	567,210
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,538,940	1,620,600	2,430,900	270,100
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,749,370	283,605	1,039,885	297,110

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0	0
Common stock, par value			$ 0.0001
Common stock, shares authorized			100,000,000
Common stock, shares outstanding		23,270,404	17,057,085
Revision of Prior Period, Adjustment [Member]
Preferred stock, par value		$ 0.0001
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	33,592,055	23,270,404
Common stock, shares outstanding	33,592,055	23,270,404

COMMITMENTS AND CONTINGENCIES (Details Narrative) ₩ in Millions		3 Months Ended			4 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2023 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2024 KRW (₩)	Mar. 31, 2023 USD ($)	Mar. 10, 2024 KRW (₩)	Dec. 31, 2023 KRW (₩)	Dec. 31, 2024 USD ($)	Dec. 31, 2024 KRW (₩)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2024 KRW (₩)	Dec. 31, 2023 KRW (₩)
Loss Contingencies [Line Items]
Research and development expense \| $		$ 250,671		$ 2,000					$ 236,710	$ 136,404
Research and Development Sponsorship Agreement One [Member] \| Korea University [Member]
Loss Contingencies [Line Items]
Research and development expense \| ₩						₩ 275.0
Remaining owes research and development expense	$ 30,800	30,800							30,800		₩ 40.0	₩ 40.0
Sponsor fees \| $	180,950
Research and Development Sponsorship Agreement Two [Member] \| Korea University [Member]
Loss Contingencies [Line Items]
Research and development expense \| ₩					₩ 21.6
Remaining owes research and development expense	12,058	198,912							$ 12,058		₩ 269.0	₩ 15.7
Sponsor fees \| $	$ 4,574	12,058
Research and Development Sponsorship Agreement Two [Member] \| Korea University [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Research and development expense \| ₩					₩ 21.6
Research and Development Sponsorship Agreement Two [Member] \| Korea University [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Research and development expense		$ 156,288	₩ 211.0
Research and Development Sponsorship Agreement Two [Member] \| Korea University [Member] \| Maximum [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Research and development expense							$ 406,560	₩ 528.0

- 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 + Details

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

STOCKHOLDERS’ EQUITY

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE J — STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

On March 14, 2024 in connection with the Closing, the issuance of 7,885,220 shares of Common Stock to DHC stockholders as consideration for the Merger is reflected on the unaudited condensed consolidated statements of stockholders’ equity (deficit) for the three months ended March 31, 2024. Further, upon completion of the Merger, the Company’s Certificate of Incorporation and Bylaws were adopted, authorizing the issuance of 750,000,000 shares of Common Stock, par value of $0.0001 per share and 10,000,000 shares of Preferred Stock, par value of $0.0001 per share.

In March 2024, concurrent with the Merger, the Company sold 550,000 shares of Common Stock to AFG for gross proceeds of $5,500,000.

In August 2023, the Company entered into an Exclusive Reseller Agreement (“Reseller Agreement”) with AFG whereby AFG agreed to operate as the exclusive channel partner and reseller of the Company’s software as a service in the motor vehicle marketing and manufacturing industry for a term of five years. The Company issued to AFG 1,750,000 shares of Common Stock with an aggregate fair value of $13,475,000 based on the closing stock price on the date of the Merger which is recorded within other assets on the unaudited condensed consolidated balance sheet. This amount will be accounted for as a reduction in transaction price as the Company transfers goods and services to AFG over the term of the Reseller Agreement. Additionally, the Company issued a non-transferable warrant (“Reseller Warrant”) that entitles AFG to purchase up to 3,750,000 shares Common Stock at an exercise price of $10.00 and a fair value of $2.52 per warrant.

The Reseller Warrant is divided into eleven tranches and each warrant tranche will become exercisable for a three-year period if the amount actually paid by AFG during an annual period meets or exceeds the corresponding threshold. As of March 31, 2024, none of the warrant tranches are exercisable as the vesting condition is not yet probable. When the vesting condition becomes probable, the fair value of the warrant tranche will be accounted for as a reduction in transaction price as the Company transfers goods and services to AFG during the annual period.

Common Stock Warrants

In connection with the Business Combination, the Company assumed 10,314,952 Public Warrants and 6,126,010 Private Placement Warrants which are all outstanding as of March 31, 2024. Each whole Public Warrant and Private Placement Warrant entitles the holder to purchase one share of the Company’s Common Stock at an exercise price of $11.50 per share. The Public Warrants and Private Placement Warrants may be exercised beginning on April 13, 2024 and expire on April 14, 2029.

The Private Placement Warrants are identical to the Public Warrants, except that (x) the Private Placement Warrants and the Common Stock 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.

Equity Compensation Plans

2021 Incentive Stock Option Plan

In May 2021, the Company adopted the 2021 Incentive Stock Option Plan (“2021 Option Plan”) that 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 2021 Option Plan was administered by the Board of Directors. In connection with the Closing, all outstanding awards were assumed by BEN pursuant to the terms of the Business Combination Agreement and the Board of Directors declared that there will be no further issuances under the 2021 Option Plan.

2024 Long-Term Incentive Plan

In connection with the Closing, the 2024 Long-Term Incentive Plan (the “2024 Plan”) became effective. The 2024 Plan provides for the grant of the following types of stock awards: (i) incentive stock options, (ii) nonqualified stock options, (iii) stock appreciation rights, (iv) restricted stock, (v) restricted stock units, (vi) performance awards, (vii) dividend equivalent rights, (viii) performance awards, (ix) performance goals, (x) tandem awards, (xi) prior plan awards, and (xii) other awards. The 2024 Plan is administered by the Board of Directors. The 2024 Plan awards are available to employees, officers and contractors. The option grants authorized for issuance under the 2024 Plan may total up to 2,942,245 shares of Common Stock. As of March 31, 2024, 2,942,245 shares remained available for grant under the 2024 Plan.

NOTE J - STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

As of and for the years ended December 31, 2023 and 2022, the Company had authorized 10,000,000 shares $0.0001 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 $0.0001 par value common stock, which as of December 31, 2023 and 2022 the Company had 23,270,404 and 17,057,085 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 4,325,043 shares in connection with the DM Lab transaction (see Note C) and sold 616,666 shares of common stock at $8.11 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 2,239,129 shares and 810,300 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 202,575 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 238,488 shares of common stock. The Company also issued 830,547 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 94,535 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 656,613 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 270,100 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.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative)		3 Months Ended		12 Months Ended
	Mar. 14, 2024 USD ($) $ / shares	Mar. 31, 2024 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Aug. 31, 2023 $ / shares	Aug. 19, 2023 $ / shares	Apr. 30, 2023 $ / shares
Common stock par value	$ 0.0001				$ 0.0001
Exercise price		$ 8.54		$ 2.96			$ 10.00	$ 10.00
Exchange ratio	0.2701
Proceeds from warrants \| $	$ 10,314,952
Proceeds from private placement warrants \| $	$ 6,126,010
Accumlated deficit \| $		$ 20,186,129		$ 13,301,720	$ 1,570,454
Net loss \| $		6,884,409	$ 2,637,956	11,731,266	676,038	$ 676,038
Cash used in operating activities \| $		$ 4,549,929	$ 55,470	$ 5,054,749	$ 85,413
Date when an entity was incorporated				Apr. 17, 2018
Debt Instrument, Convertible, Conversion Price									$ 3.70
Public Warrant [Member]
Exercise price	$ 11.50
Private Placement Warrant [Member]
Exercise price	11.50
Common Class A [Member] \| DHC [Member]
Common stock par value	0.0001
Common Stock [Member] \| BEN [Member]
Common stock par value	$ 0.0001

STOCKHOLDERS’ EQUITY (Details Narrative)			1 Months Ended		3 Months Ended		12 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative)	Mar. 14, 2024 $ / shares shares	Aug. 19, 2023 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Aug. 31, 2023 USD ($) Integer $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	May 31, 2021 shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction	7,885,220
Common stock, shares authorized	750,000,000							100,000,000
Common stock, par value \| $ / shares	$ 0.0001							$ 0.0001
Preferred stock, shares authorized	10,000,000		10,000,000		10,000,000		10,000,000	10,000,000
Preferred stock, par value \| $ / shares	$ 0.0001		$ 0.0001		$ 0.0001			$ 0.0001
Agreement term				5 years
Shares fair value \| $		$ 13,475,000		$ 13,475,000	$ 13,475,000
Number of warrants		3,750,000		3,750,000			202,575	94,535
Warrant exercise price \| $ / shares		$ 10.00	$ 8.54	$ 10.00	$ 8.54		$ 2.96
Number of tranches \| Integer				11
Expected term				3 years
Common Stock, Shares, Outstanding							23,270,404	17,057,085
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross					108,040		2,239,129
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted					3,750,000	27,010	810,300	0
[custom:ProceedsFromExerciseOfOptionsAndWarrants] \| $							$ 75,000	$ 35,000
Settlement amount of outstanding accounts payable to warrants holder \| $							40,000
Stock issued during period value accounts payable and loans payable \| $							$ 432,963	$ 586,000
Stock issued during period shares accounts payable and loans payable							238,488	656,613
Gain (Loss) on Extinguishment of Debt \| $								$ 548,563
Adjustment of Warrants Granted for Services \| $								100,000
Equity Compensation Plans [Member]
Subsidiary, Sale of Stock [Line Items]
Number of option grants authorized									10,000,000
Other Income [Member]
Subsidiary, Sale of Stock [Line Items]
Gain (Loss) on Extinguishment of Debt \| $								$ 548,563
DM Lab [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction							616,666
Sale of stock, consideration received on transaction \| $							$ 5,000,000
Stock Issued During Period, Shares, Acquisitions							4,325,043
Shares Issued, Price Per Share \| $ / shares							$ 8.11
2024 Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Number of option grants authorized			2,942,245		2,942,245
Number of shares grant			2,942,245		2,942,245
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants								270,100
Warrant exercise price \| $ / shares			$ 11.50	$ 2.52	$ 11.50
Adjustment of Warrants Granted for Services \| $								$ 100,000
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized								100,000,000
Common stock, par value \| $ / shares								$ 0.0001
Shares fair value \| $					$ 175
Common Stock, Shares, Outstanding							23,270,404	17,057,085
Stock Issued During Period, Shares, Conversion of Convertible Securities							830,547
AFG Companies Inc [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction			550,000	1,750,000
Sale of stock, consideration received on transaction \| $			$ 5,500,000
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants			10,314,952		10,314,952
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants			6,126,010		6,126,010

COMMITMENTS AND CONTINGENCIES

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE M — 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.

Employment contracts

The Company has entered into employment contracts with its officers and certain employees that provide for severance and continuation benefits in the event of termination of employment either by the Company without cause or by the employee for good reason, both as defined in the agreements, along with any unpaid vested options, equity or earned bonuses. In addition, in the event of termination of employment following a change in control, as defined in each agreement, the employee shall receive a prorated bonus payment and severance payments (as defined in each agreement).

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 March 31, 2024, the Company 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. During the three months ended March 31, 2024, the Company had paid the remaining $12,058.

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. As of March 31, 2024, the Company had paid 211 million Korean won (approximately $156,288) in connection with the Research and Development Agreement and will owe the remaining 269 million Korean won (approximately $198,912) throughout the remainder of 2024.

NOTE O – COMMITMENTS AND CONTINGENCIES

Litigation

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.

EQUITY-BASED COMPENSATION

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

NOTE K — EQUITY-BASED COMPENSATION

EQUITY-BASED COMPENSATION

Option Awards

2024 Activity

The Company granted options to acquire 108,040 shares of Common Stock of the Company at weighted average exercise price of $8.10 per share in the three months ended March 31, 2024. 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 estimates included in the inputs to the Black-Scholes pricing model for the options granted:

	Three Months Ended March 31,
	2024		2023
Expected term	5.0 years		5.0 years
Risk-free interest rate	4.13	%	3.59	%
Dividend yield	0.00	%	0.00	%
Volatility	54.79	%	49.94	%

A summary of option activity for the three months ended March 31, 2024 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, 2023		2,430,900	$	4.19	$	—		—
Granted		108,040	$	8.10	$	4.18		—
Outstanding as of March 31, 2024		2,538,940	$	4.31	$	2.19		9.01
Vested and expected to vest as of March 31, 2024		2,538,940	$	4.31	$	2.19		9.01
Exercisable as of March 31, 2024		1,850,748	$	3.89	$	1.90		8.95

The aggregate intrinsic value of options outstanding and options exercisable as of March 31, 2024 was $6,877,823 and $5,534,006, respectively. At March 31, 2024, future stock-based compensation for options granted and outstanding of $1,802,591 will be recognized over a remaining weighted-average requisite service period of 3.28 years.

The Company recorded stock-based compensation expense related to options of $406,980 and $2,381,010 in the three months ended March 31, 2024 and 2023, respectively, to the accompanying statements of operations.

Warrant Awards

There were 3,750,000 warrants granted to AFG in the three months ended March 31, 2024 at a weighted average exercise price of $10.00 per share (Note J). There were 30,657 warrants exercised in the three months ended March 31, 2024 at a weighted average exercise price of $0.38 per share. As of March 31, 2024, there were 4,749,370 warrants outstanding at a weighted average exercise price of $8.54 per share, with expiration dates ranging from August 2029 to June 2033. There were 27,010 warrants granted during the three months ended March 31, 2023 at a weighted average exercise price of $3.71 per share. The Company recorded $61,691 stock-based compensation expense related to warrants for the three months ended three months ended March 31, 2023. There was no such expense during the three months ended March 31, 2024.

The following table provides the estimates included in the inputs to the Black-Scholes pricing model for the warrants granted:

	Three Months Ended March 31,
	2024			2023
Expected term	3 years			10 years
Risk-free interest rate		4.46	%		3.74	%
Dividend yield		0.00	%		0.00	%
Volatility		55.14	%		45.86	%

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

	2024		2023
	Three Months Ended March 31,
	2024		2023
General and administrative	$	334,049	$	2,442,701
Research and development		72,931		—
Stock based compensation	$	406,980	$	2,442,701

Stock-based compensation capitalized as part of capitalized software costs for the three months ended March 31, 2024 were $291,725. No stock-based compensation costs were capitalized during the three months ended March 31, 2023.

NOTE K - EQUITY-BASED COMPENSATION

EQUITY-BASED COMPENSATION

Option Awards

2023 Activity

The Company granted options to acquire 2,239,129 shares of common stock of the Company at a weighted average exercise price of $4.55 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		270,100		$	0.37	$	0.22		8.75
Granted		2,239,129		$	4.55	$	2.30
Forfeited		(10,804	)	$	3.70
Exercised		(67,525	)	$	0.37
Outstanding as of December 31, 2023		2,430,900		$	4.19	$	2.11		9.23
Vested and expected to vest as of December 31, 2023		2,430,900		$	4.19	$	2.11		9.23
Exercisable as of December 31, 2023		1,602,762		$	3.70	$	1.81		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 810,300 warrants granted in the year ended December 31, 2023 at a weighted average exercise price of $3.70 per share with expiration dates ranging from February to June 2033. There were 135,050 warrants exercised in the year ended December 31, 2023 at a weighted average exercise price of $0.37 per share. As of December 31, 2023, there were 1,039,885 warrants outstanding at a weighted average exercise price of $2.96 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 310,615 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

Condensed Consolidated Statement of Cash Flows - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (6,884,409)	$ (2,637,956)	$ (11,731,266)	$ (676,038)	$ (676,038)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	117,347	19,232	637,990	76,928
Allowance for uncollected receivables	30,000		20,000
Gain on debt extinguishment				(548,563)
Warrant exercised through services provided				100,000
Write off of deferred financing fees	1,427,729
Change in fair value of warrant liabilities	60,823
Stock based compensation	406,980	2,442,701	4,878,655	18,750
Changes in operating assets and liabilities of the business
Prepaid expense and other current assets	(820,876)	(51,100)	(201,043)	(250)
Accounts receivable	(27,500)	500	(29,500)	(1,000)
Accounts payable	783,637	108,890	101,396	950,850
Accrued expenses	358,630	53,413	1,257,879
Other assets		8,850	8,850	(6,090)
Deferred revenue	(2,290)		2,290
Net cash used in operating activities	(4,549,929)	(55,470)	(5,054,749)	(85,413)
Cash flows from investing activities:
Purchase of property and equipment	(13,037)		(48,349)
Purchase of patents			(379,864)
Capitalized internal-use software costs	(158,028)		(453,709)
Asset acquisition (Note C)			(257,113)
Net cash used in investing activities	(171,065)		(1,139,035)
Cash flows from financing activities:
Cash and cash equivalents acquired in connection with the reverse recapitalization	858,292
Proceeds from the sale of common stock	6,325,000		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	15,264		10,000	90,000
Payment of deferred financing costs	(858,292)		(711,859)
Advances to related parties		(4,790)	(159,464)	(13,685)
Proceeds received from related party advance repayments		58,250	138,110	11,108
Net cash provided by financing activities	6,340,264	53,460	7,876,787	87,423
Net increase in cash and cash equivalents	1,619,270	(2,010)	1,683,003	2,010
Cash and cash equivalents at the beginning of the period	1,685,013	2,010	2,010
Cash and cash equivalents at the end of the period	3,304,283		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	50,075
Stock-based compensation capitalized as part of capitalized software costs	291,725
Conversion of accounts payable and short-term debt into common shares		50,000
Warrants exercise through settlement of accounts payable		30,000
Issuance of common stock pursuant to Reseller Agreement	$ 13,475,000
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

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

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:

	March 31, 2024		December 31, 2023
Security deposits	$	46,300	$	71,300
Prepaid VAT		17,785		7,821
Prepaid legal fees				43,713
Prepaid professional fees		206,797		43,712
Prepaid insurance		574,236		—
Prepaid other		193,875		78,460
Prepaid expenses and other current assets	$	1,038,993	$	201,293

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 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

SCHEDULE OF BENEFIT OF INCOME TAXES (Details) - USD ($)	3 Months Ended		12 Months Ended
SCHEDULE OF BENEFIT OF INCOME TAXES (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Common Stock [Member] Previously Reported [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Previously Reported [Member]	Retained Earnings [Member]	Retained Earnings [Member] Previously Reported [Member]	Total	Previously Reported [Member]
Balance at Dec. 31, 2020		$ 1,604			$ 1,337,556		$ (894,416)	$ 444,744
Balance, shares at Dec. 31, 2020	16,035,837
Stock-based compensation					18,750			18,750
Net income (loss)							(676,038)	(676,038)
Option and warrant exercises		9			34,991			35,000
Option and warrant exercises, shares	94,535
Stock issued in conversion of accounts payable and loans payable		66			37,371			37,437
Stock issued in conversion of accounts payable and loans payable, shares	656,613
Stock issued in accounts payable conversion through warrant exercise		26			99,974			100,000
Stock issued in accounts payable conversion through warrant exercise, shares	270,100
Balance, shares at Dec. 31, 2021
Net income (loss)								(676,038)
Balance at Dec. 31, 2022	$ 1,705	1,705		$ 1,528,642	1,528,642	$ (1,570,454)	(1,570,454)	(40,107)
Balance, shares at Dec. 31, 2022	17,057,085		17,057,085
Warrant exercises	$ 8			29,992				30,000
Warrant exercises, shares			81,030
Stock-based compensation				2,442,701				2,442,701
Net income (loss)						(2,637,956)		(2,637,956)
Stock issued in conversion of convertible notes	14			49,986				50,000
Stock issued in conversion of convertible notes, shares			135,050
Balance at Mar. 31, 2023	1,727			4,051,321		(4,208,410)		(155,362)
Balance, shares at Mar. 31, 2023			17,273,165
Balance at Dec. 31, 2022	$ 1,705	1,705		1,528,642	1,528,642	(1,570,454)	(1,570,454)	(40,107)
Balance, shares at Dec. 31, 2022	17,057,085		17,057,085
Stock issued for DM Lab APA, shares	4,325,043
Stock-based compensation					4,940,113			4,940,113
Net income (loss)							(11,731,266)	(11,731,266)
Stock issued in conversion of convertible notes		83			3,074,917			3,075,000
Stock issued in conversion of convertible notes, shares	830,547
Option and warrant exercises		20			60,918			60,938
Option and warrant exercises, shares	202,575								67,525
Stock issued in conversion of accounts payable and loans payable		24			432,939			432,963
Stock issued in conversion of accounts payable and loans payable, shares	238,488
Stock issued for DM Lab APA		433			16,012,317			16,012,750
Vesting of early exercised options					14,062			14,062
Sale of common stock, net of issuance costs		62			4,929,938			4,930,000
Sale of common stock, net of issuance costs, shares	616,666
Balance at Dec. 31, 2023	$ 2,327	$ 2,327		30,993,846	$ 30,993,846	(13,301,720)	$ (13,301,720)	17,694,453
Balance, shares at Dec. 31, 2023	23,270,404		23,270,404
Stock issued to DHC shareholders in reverse recapitalization	$ 789			(10,722,277)				(10,721,488)
Stock issued to DHC shareholders in reverse recapitalization, shares			7,885,220
Issuance of common stock pursuant to Reseller Agreement	$ 175			$ 13,474,825				$ 13,475,000
Issuance of common stock pursuant to Reseller Agreement, shares			1,750,000
Stock issued for DM Lab APA, shares	65		645,917	6,324,935				6,325,000
Warrant exercises	$ 4			$ 15,260				$ 15,264
Warrant exercises, shares			40,514
Stock-based compensation				698,705				698,705
Net income (loss)						(6,884,409)		(6,884,409)
Balance at Mar. 31, 2024	$ 3,360			$ 40,785,294		$ (20,186,129)		$ 20,602,525
Balance, shares at Mar. 31, 2024			33,592,055

SCHEDULE OF WEIGHTED AVERAGE VALUATION ASSUMPTIONS FOR WARRANTS GRANTED (Details)	Mar. 31, 2024	Dec. 31, 2023	Aug. 31, 2023	Mar. 31, 2023
Expected term			3 years
Warrant [Member] \| Measurement Input, Expected Term [Member]
Expected term	3 years	10 years		10 years
Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Volatility	4.46	3.53		3.74
Warrant [Member] \| Measurement Input, Expected Dividend Rate [Member]
Volatility	0.00	0.00		0.00
Warrant [Member] \| Measurement Input, Option Volatility [Member]
Volatility	55.14	47.44		45.86

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - DHC [Member]	Mar. 14, 2024 USD ($)
Business Acquisition [Line Items]
Cash and cash equivalents	$ 858,292
Due from Sponsor	3,000
Prepaid and other current assets	16,824
Accounts payable	(2,352,328)
Accrued expenses	(5,782,211)
Due to related parties	(693,036)
Warrant liability	(1,913,737)
Net liabilities assumed	$ (9,863,196)

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)	$	-		$	-

ACCRUED EXPENSES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Payables and Accruals [Abstract]

SCHEDULE OF ACCRUED EXPENSES

Accrued expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSES

	March 31, 2024		December 31, 2023
Accrued professional fees	$	6,231,205	$	245,751
Accrued compensation and related expenses		1,137,944		1,146,435
Due to related party		373,450		178,723
Accrued other		30,790		66,139
Accrued expenses	$	7,773,389	$	1,637,048

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 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Details) - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common shares	7,288,310	1,904,205	3,470,785	567,210
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common shares	2,538,940	1,620,600	2,430,900	270,100
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average common shares	4,749,370	283,605	1,039,885	297,110

PROPERTY AND EQUIPMENT, NET

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE F — 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 are amortized straight-line over an estimated useful life ranging from 5 to 10 years.

Property and equipment consists of the following:

SCHEDULE PROPERTY AND EQUIPMENT NET

	March 31, 2024			December 31, 2023
Equipment	$	436,711		$	426,000
Furniture		346,591			346,591
Capitalized software		1,015,176			569,923
Total		1,798,478			1,342,514
Accumulated depreciation and amortization		(622,243	)		(539,957	)
Property and equipment, net of accumulated depreciation and amortization	$	1,176,235		$	802,557

For the three months ended March 31, 2024 depreciation and amortization of property and equipment totaled $82,286. There was no depreciation and amortization during the three months ended March 31, 2023.

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.

EQUITY-BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
EQUITY-BASED COMPENSATION (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Aug. 31, 2023	Aug. 19, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	108,040		2,239,129
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 8.10		$ 4.55
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	25.00%		25.00%
Stock option terms of award	1 year and then monthly thereafter for 36 months (2.067% per month).		1 year and then monthly thereafter for 36 months (2.067% per month)
Aggregate intrinsic value of options outstanding	$ 6,877,823		$ 9,516,700
Aggregate intrinsic value of options exercisable	$ 5,534,006		$ 7,042,448
Future stock-based compensation for options granted	1,802,591		2,110,824
Future stock-based compensation for options outstanding	1,802,591		2,110,824
Requisite service period	3 years 3 months 10 days		3 years 6 months
Stock based compensation granted	$ 406,980	$ 2,381,010	$ 3,066,342	$ 18,750
Warrants granted	3,750,000	27,010	810,300	0
Exercise price of warrants granted	$ 10.00	$ 3.71	$ 3.70
Warrants exercised	30,657		135,050	310,615
Exercise price of warrants exercised	$ 0.38		$ 0.37
Warrants outstanding	4,749,370		1,039,885
Exercise price of warrants	$ 8.54		$ 2.96		$ 10.00	$ 10.00
Stock based compensation	$ 406,980	$ 2,442,701	$ 4,878,655	$ 18,750
Stock based compensation capitalized	$ 291,725	0		0
Intrinsic value of the options exercised			225,000	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
Warrant [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Exercise price of warrants	$ 11.50				$ 2.52
Stock based compensation	$ 0	$ 61,691	$ 1,873,771	$ 0

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, net	$ 847,086	$ 882,147
Intangible assets gross	18,259,863	18,259,863	$ 880,000
Intangible assets, accumulated amortization	(412,777)	(377,716)	(279,683)
Intangible assets, net	17,847,086	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	17,000,000
Indefinite-lived intangible assets, accumulated amortization
Indefinite-lived intangible assets, net	17,000,000	17,000,000
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	1,259,863	1,259,863	880,000
Finite-lived intangible assets, accumulated amortization	(412,777)	(377,716)	(279,683)
Finite-lived intangible assets, net	$ 847,086	$ 882,147	$ 600,317

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 3,304,283	$ 1,685,013	$ 2,010
Accounts receivable, net of allowance	7,500	10,000	1,000
Prepaid expenses and other current assets	1,038,993	201,293	250
Total current assets	4,353,776	1,896,306	16,945
Property and equipment, net	1,176,235	802,557
Intangible assets, net	17,847,086	17,882,147	600,317
Other assets	13,475,000	1,427,729	8,850
TOTAL ASSETS	36,852,097	22,008,739	626,112
Current liabilities:
Accounts payable	4,416,613	1,282,974	580,680
Accrued expenses	7,773,389	1,637,048
Due to related parties	693,036
Deferred revenue		2,290	50,000
Short-term debt	223,300	223,300
Total current liabilities	13,106,338	3,145,612	666,219
Warrant liabilities	1,974,560
Note payable - related party	500,000	500,000
Long-term debt	668,674	668,674
Total liabilities	16,249,572	4,314,286	666,219
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock, value
Common stock, value		2,327	1,705
Additional paid-in capital		30,993,846	1,528,642
Accumulated deficit	(20,186,129)	(13,301,720)	(1,570,454)
Total stockholders’ equity (deficit)	20,602,525	17,694,453	(40,107)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	36,852,097	22,008,739	626,112
Revision of Prior Period, Adjustment [Member]
Stockholders’ equity (deficit):
Common stock, value	3,360	2,327
Additional paid-in capital	40,785,294	30,993,846
Sponsor [Member]
Current assets:
Due from related parties	$ 3,000
Related Party [Member]
Current assets:
Due from related parties			13,685
Current liabilities:
Accrued expenses			35,539
Due to related parties			35,539
Note payable - related party		500,000
Related Party [Member] \| Revision of Prior Period, Adjustment [Member]
Current liabilities:
Accrued expenses		$ 178,723

ACQUISITIONS

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITIONS

NOTE D — ACQUISITIONS

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 screen test 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

NOTE C - ACQUISITION

ACQUISITIONS

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 4,325,043 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

INTANGIBLE ASSETS (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF INTANGIBLE ASSETS

The following table summarizes intangible assets included on the consolidated balance sheet:

SCHEDULE OF INTANGIBLE ASSETS

	March 31, 2024
	Gross		Accumulated Amortization			Net
Amortizing intangible assets:
Patent portfolio	$	1,259,863	$	(412,777	)	$	847,086
Indefinite-lived intangible assets:
In-process research and development		17,000,000		—			17,000,000
Total	$	18,259,863	$	(412,777	)	$	17,847,086

		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

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 are estimated to be as follows:


Years Ending December 31:
2024 (remaining 9 months)	$	105,182
2025		140,243
2026		140,243
2027		140,243
2028		140,243
2028
Thereafter		180,932
Thereafter
Total	$	847,086

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 SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended	12 Months Ended
	Mar. 31, 2024 USD ($) Integer	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Operating segments \| Integer	1
Assets	$ 36,852,097	$ 22,008,739	$ 626,112
Allowance for account receivables	50,000	20,000	25,000
Capitalized internal-use software costs	1,015,176	569,923
Capitalized internal-use software amortization costs	0	0
Carrying value of long lived assets held	1,176,235	802,557
Deferred financing costs		1,427,729
Impairment of long lived assets		0	0
Capitalized internal-use software impairment costs		0
Short term lease expense		186,202	$ 19,000
KOREA, REPUBLIC OF
Assets	$ 1,257,960
Carrying value of long lived assets held		$ 1,012,291

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The unaudited condensed 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 unaudited condensed 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.

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for unaudited condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC.

Unaudited interim results

These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited financial statements and the notes thereto as of and for the year ended December 31, 2023 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 20, 2024. The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 are unaudited but have been prepared on the same basis as the annual audited financial statements and include all normal, recurring adjustments that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2023 have been derived from the audited financial statements filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 20, 2024.

Use of Estimates

The preparation of the accompanying unaudited condensed 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 Company’s consolidated financial statements include, but are not limited to, assumptions used to measure stock-based compensation and valuation of the intangible assets acquired from DM Lab (see Note D).

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 assets held in the Republic of Korea was $1,257,960 as of March 31, 2024.

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.

Revenue Recognition and Accounts Receivable

The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) 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 March 31, 2024 and December 31, 2023 are net of an allowance for expected credit losses amounting to $50,000 and $20,000, 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 three months ended March 31, 2024 or 2023.

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 Topic 350, Intangibles—Goodwill and Other (“ASC 350”), 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 three months ended March 31, 2024, 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, employee related 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 Topic 718, Compensation — Stock Compensation. Determining the appropriate fair value of stock-based awards requires numerous assumptions, some of which are highly complex and subjective.

Stock-based awards generally vest subject to the satisfaction of service requirements, or the satisfaction of both service requirements and achievement of certain performance conditions or market and service conditions. 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 its 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 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. 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.

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 March 31, 2024, the cost of the Company’s capitalized internal-use software was $1,015,176, which is included within property and equipment, net of depreciation in the accompanying unaudited condensed 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 three months ended March 31, 2024.

Leases

The Company’s accounting policy 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 unaudited condensed consolidated balance sheet. Lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term.

Foreign Currency Transactions

Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Gains and losses arising from foreign currency transactions and the effects of remeasurements are captured within the net loss within statement of operations. Foreign currency transaction gains and losses were not material for the three months ended March 31, 2024, and 2023.

Warrant Liabilities

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 Topic 480, Distinguishing Liabilities from Equity, ASC Topic 505, Equity, and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Public Warrants and Private Placement Warrants as liabilities at their fair value and adjust the Public Warrants and Private Placement 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 unaudited condensed consolidated statements of operations.

Fair Value of Financial Instruments

The Company accounts for financial instruments under ASC 820, Fair Value Measurements (“ASC 820”). 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.

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:

SCHEDULE OF FAIR VALUE HIERARCHY

March 31, 2024		(Level 1)		(Level 2)		(Level 3)
	Fair value measurement at reporting date using
March 31, 2024		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Warrant liabilities - Public Warrants	$	—	$	1,238,826	$	—
Warrant liabilities - Private Placement Warrants	$	—	$	735,734	$	—

The Public Warrants and Private Placement Warrants assumed in connection with the Business Combination were accounted for as liabilities in accordance with ASC 815 and are presented within warrant liabilities on the accompanying unaudited condensed consolidated balance sheets. The warrant liabilities are initially measured at fair value at the day of the Business Combination and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations.

The fair value of the Public Warrants and Private Placement Warrants is estimated based on the closing price of the Public Warrants, an observable market quote but is classified as a Level 2 fair value measurement due to the lack of an active market.

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 potentially dilutive securities are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:

	2024		2023
	March 31,
	2024		2023
Options		2,538,940		1,620,600
Warrants		4,749,370		283,605
Total		7,288,310		1,904,205

Recently Issued but Not Yet Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, 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, 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.

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.

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

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

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.

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		2,430,900		270,100
Warrants		1,039,885		297,110
Total		3,470,785		567,210
Weighted average common shares		3,470,785		567,210

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.

MERGER WITH DHC (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Business Acquisition [Line Items]

SCHEDULE OF RECOGNIZED IDENTIFIED 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

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

DHC [Member]

Business Acquisition [Line Items]

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

	March 14, 2024
Cash and cash equivalents	$	858,292
Due from Sponsor		3,000
Prepaid and other current assets		16,824
Accounts payable		(2,352,328	)
Accrued expenses		(5,782,211	)
Due to related parties		(693,036	)
Warrant liability		(1,913,737	)
Net liabilities assumed	$	(9,863,196	)

SHORT-TERM DEBT RELATED TO ACQUISITION OF DM LAB

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Debt Disclosure [Abstract]

SHORT-TERM DEBT RELATED TO ACQUISITION OF DM LAB

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

As of March 31, 2024, the Company had 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 three months ended March 31, 2024 and 2023, the Company incurred interest expense of $15,616 and $0, respectively, which is included in interest expense in the unaudited condensed 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 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, there have been no defaults on these loans.

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.

ACCRUED EXPENSES

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Payables and Accruals [Abstract]

ACCRUED EXPENSES

NOTE H — ACCRUED EXPENSES

Accrued expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSES

	March 31, 2024		December 31, 2023
Accrued professional fees	$	6,231,205	$	245,751
Accrued compensation and related expenses		1,137,944		1,146,435
Due to related party		373,450		178,723
Accrued other		30,790		66,139
Accrued expenses	$	7,773,389	$	1,637,048

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

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended		12 Months Ended
	Aug. 19, 2023	Jun. 30, 2023	Aug. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services	$ 13,475,000		$ 13,475,000	$ 13,475,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	3,750,000		3,750,000			202,575	94,535
Exercise price	$ 10.00		$ 10.00	$ 8.54		$ 2.96
Fair value of warrant per share	$ 2.52
Amounts owed to related parties				$ 7,773,389		$ 1,637,048
Interest expense				25,050		56,515
Advance from related party				693,036
Related Party [Member]
Related Party Transaction [Line Items]
Amounts owed to related parties							35,539
Amounts owed to related parties						48,069
Professional and other fees and costs				58,785	$ 40,290	571,215	192,000
Advance from related party							35,539
Amounts owed from related parties							$ 13,685
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
Advisory fees		$ 500,000
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		500,000
Interest expense		25,299		10,582
Proceeds from issuance of promissory note		$ 620,000
Related Party [Member] \| Revision of Prior Period, Adjustment [Member]
Related Party Transaction [Line Items]
Amounts owed to related parties						178,723
Related Party [Member] \| Accounts Payable and Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Amounts owed to related parties				373,450		178,723
Amounts owed to related parties				$ 45,837		$ 48,069
AFG Companies Inc [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services	1,750,000

CONVERTIBLE NOTES (Details Narrative) - USD ($)	12 Months Ended
CONVERTIBLE NOTES (Details Narrative) - USD ($)	Dec. 31, 2023	Apr. 30, 2023
Short-Term Debt [Line Items]
Debt Instrument, Convertible, Conversion Price		$ 3.70
Convertible Notes [Member]
Short-Term Debt [Line Items]
Loans outstanding amount	$ 3,075,000
Debt Instrument, Interest Rate During Period	10.00%
Debt Instrument, Maturity Date, Description	mature in 6 months from the issuance of the applicable note.
Debt Instrument, Convertible, Conversion Price	$ 3.70

NATURE OF OPERATIONS AND GOING CONCERN

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Accounting Policies [Abstract]

NATURE OF OPERATIONS AND GOING CONCERN

NOTE A — NATURE OF OPERATIONS AND GOING CONCERN

Nature of Operations

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 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.

Business Combination with DHC

On March 14, 2024 (the “Closing Date”), the Company consummated its previously announced business combination (the “Closing”) pursuant to the Business Combination Agreement, dated September 7, 2023 (as amended, the “Business Combination Agreement”), by and among DHC Acquisition Corp., a Cayman Islands exempted company (“DHC”), Brand Engagement Network Inc., a Wyoming corporation (“Prior BEN”), BEN Merger Subsidiary Corp., a Delaware corporation and a direct, wholly owned subsidiary of DHC (“Merger Sub”) and DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The transactions contemplated by the Business Combination Agreement, including the Domestication and the Merger (each as defined below) are collectively referred to herein as the “Business Combination.”

Prior to the Closing, as contemplated by the Business Combination Agreement, DHC became a Delaware corporation named “Brand Engagement Network Inc.” (the “Domestication”), and (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of DHC (the “Class A Shares”) was automatically converted, on a one-for-one basis, into a share of common stock, par value $0.0001 per share (“Common Stock”), of BEN, (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of DHC was automatically converted, on a one-for-one basis, into a share of Common Stock of BEN, (iii) each then-issued and outstanding public warrant of DHC, each representing a right to acquire one Class A Share for $11.50 was automatically converted, on a one-for-one basis, into a public warrant of BEN (a “Public Warrant”), which represents a right to acquire one share of Common Stock for $11.50, pursuant to Section 4.5 of the Warrant Agreement, dated March 4, 2021, by and between DHC and Continental Stock Transfer and Trust Company (the “Warrant Agreement”), (iv) each then-issued and outstanding private placement warrant, each representing a right to acquire one Class A Share for $11.50 (a “Private Placement Warrant”), was automatically converted, on a one-for-one basis, into a private placement warrant of BEN, which represents a right to acquire one share of BEN Common Stock for $11.50, pursuant to Section 4.5 of the Warrant Agreement, (v) each then-issued and outstanding unit of DHC, each representing a Class A Share and one-third of a DHC Public Warrant (a “Unit”), that had not been previously separated into the underlying Class A Share and one-third of one DHC Public Warrant upon the request of the holder thereof, were separated and automatically converted into one share of BEN Common Stock and one-third of one Public Warrant.

Following the Domestication, on March 14, 2024, pursuant to the Business Combination Agreement, Merger Sub merged with and into Prior BEN (the “Merger”), with Prior BEN surviving the Merger as a direct, wholly owned subsidiary of BEN. In connection with the Merger, all outstanding shares of Prior BEN’s common stock were exchanged for shares of Common Stock of BEN at an exchange ratio of 0.2701 (the “Exchange Ratio”) shares of BEN Common Stock per one share of Prior BEN common stock, (ii) each then-issued and outstanding compensatory warrant of Prior BEN, each representing a right to acquire one share of Prior BEN common stock, were assumed by BEN and adjusted pursuant to the Exchange Ratio and in accordance with the terms of their agreements, into new compensatory warrants of BEN (the “Compensatory Warrants”), and (iii) each then issued and outstanding option to purchase shares of Prior BEN common stock, each representing a right to acquire one share of Prior BEN common stock, were assumed by BEN and adjusted pursuant to the Exchange Ratio and in accordance with the terms of their agreements, into options to purchase BEN Common Stock.

Except as otherwise indicated, references herein to “BEN,” the “Company,” or the “Combined Company,” refer to Brand Engagement Network Inc. Inc. on a post-Merger basis, and references to “Prior BEN” refer to the business of privately-held Brand Engagement Network Inc. prior to the completion of the Merger. References to “DHC” refer to DHC Acquisition Corp. prior to the completion of the Merger.

In connection with the Business Combination, the Company assumed 10,314,952 Public Warrants and 6,126,010 Private Placement Warrants.

Exchange Ratio

As noted in Note C, the Business Combination was accounted for as a reverse recapitalization under which the historical financial statements of the Company prior to the Merger are Prior BEN. All common stock, per share and related information presented in the unaudited condensed consolidated financial statements and notes prior to the Merger have been retroactively adjusted to reflect the Exchange Ratio.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2024, the Company has an accumulated deficit of $20.2 million, a net loss of $6.9 million and net cash used in operating activities of $4.5 million during the three months ended March 31, 2024. 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, the issuance of promissory notes and convertible debt, and its transactions with AFG Companies Inc. (“AFG”). 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 unaudited condensed 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.

NOTE A - NATURE OF OPERATIONS AND GOING CONCERN

History

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 $3.70 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

Exchange Ratio

As noted in Note P, in connection with the merger, all common stock and instruments convertible or exercisable into common stock, per share and related information presented in the consolidated financial statements and notes prior to the merger have been retroactively adjusted to reflect the Exchange Ratio.

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.

MERGER WITH DHC

3 Months Ended

Mar. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

MERGER WITH DHC

NOTE C — MERGER WITH DHC

On March 14, 2024, Prior BEN completed the Merger with DHC as discussed in Note A. The Merger was accounted for as a reverse recapitalization under U.S. GAAP because the primary assets of DHC were cash and cash equivalents. For financial reporting purposes Prior BEN was determined to be the accounting acquirer based upon the terms of the Merger and other factors, including: (i) Prior BEN stockholders own approximately 76.0% of the Combined Company and (ii) Prior BEN management holds all key positions of management. Accordingly, the Merger was treated as the equivalent of Prior BEN issuing stock to assume the net liabilities of DHC. As a result of the Merger, the net liabilities of DHC were recorded at their historical cost in the unaudited condensed consolidated financial statements and the reported operating results prior to the Merger are those of Prior BEN. The following table summarizes the assets acquired and liabilities assumed as part of the reverse recapitalization:

	March 14, 2024
Cash and cash equivalents	$	858,292
Due from Sponsor		3,000
Prepaid and other current assets		16,824
Accounts payable		(2,352,328	)
Accrued expenses		(5,782,211	)
Due to related parties		(693,036	)
Warrant liability		(1,913,737	)
Net liabilities assumed	$	(9,863,196	)

The Company incurred $2,933,798 in transaction costs which were charged directly to additional paid-in capital to the extent of cash received. Transaction costs in excess of cash acquired of $3,184,361 were charged to general and administrative expenses during the three months ended March 31, 2024.

EQUITY-BASED COMPENSATION (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF WEIGHTED AVERAGE VALUATION ASSUMPTIONS

The following table provides the estimates included in the inputs to the Black-Scholes pricing model for the options granted:

	Three Months Ended March 31,
	2024		2023
Expected term	5.0 years		5.0 years
Risk-free interest rate	4.13	%	3.59	%
Dividend yield	0.00	%	0.00	%
Volatility	54.79	%	49.94	%

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 three months ended March 31, 2024 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, 2023		2,430,900	$	4.19	$	—		—
Granted		108,040	$	8.10	$	4.18		—
Outstanding as of March 31, 2024		2,538,940	$	4.31	$	2.19		9.01
Vested and expected to vest as of March 31, 2024		2,538,940	$	4.31	$	2.19		9.01
Exercisable as of March 31, 2024		1,850,748	$	3.89	$	1.90		8.95

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		270,100		$	0.37	$	0.22		8.75
Granted		2,239,129		$	4.55	$	2.30
Forfeited		(10,804	)	$	3.70
Exercised		(67,525	)	$	0.37
Outstanding as of December 31, 2023		2,430,900		$	4.19	$	2.11		9.23
Vested and expected to vest as of December 31, 2023		2,430,900		$	4.19	$	2.11		9.23
Exercisable as of December 31, 2023		1,602,762		$	3.70	$	1.81		9.15

SCHEDULE OF WEIGHTED AVERAGE VALUATION ASSUMPTIONS FOR WARRANTS GRANTED

The following table provides the estimates included in the inputs to the Black-Scholes pricing model for the warrants granted:

	Three Months Ended March 31,
	2024			2023
Expected term	3 years			10 years
Risk-free interest rate		4.46	%		3.74	%
Dividend yield		0.00	%		0.00	%
Volatility		55.14	%		45.86	%

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:

	2024		2023
	Three Months Ended March 31,
	2024		2023
General and administrative	$	334,049	$	2,442,701
Research and development		72,931		—
Stock based compensation	$	406,980	$	2,442,701

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

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expenses	$ 35,061	$ 19,232	$ 98,033	$ 76,928

SUMMARY OF SHARE-BASED PAYMENT ARRANGEMENT OPTION ACTIVITY (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Number of shares outstanding, beginning balance	2,430,900
Weighted average exercise price outstanding, beginning balance	$ 4.19
Number of shares, granted	108,040	2,239,129
Weighted average exercise price, granted	$ 8.10	$ 4.55
Weighted average grant date fair value options, granted	$ 4.18	$ 2.30
Number of shares outstanding, ending balance	2,538,940	2,430,900
Weighted average exercise price outstanding, ending balance	$ 4.31	$ 4.19
Weighted average grant date fair value options outstanding, ending balance	$ 2.19	$ 2.11	$ 0.22
Weighted average remaining contractual term (in years), ending	9 years 3 days	9 years 2 months 23 days	8 years 9 months
Number of shares vested and expected to vest	2,538,940
Weighted average exercise price, vested and expected to vest	$ 4.31
Weighted average grant date fair value options outstanding, ending balance	$ 2.19	$ 2.11
Weighted average remaining contractual term (in years),vested and expected to vest	9 years 3 days	9 years 2 months 23 days
Number of shares exercisable	1,850,748
Weighted average exercise price exercisable	$ 3.89
Weighted average grant date fair value options outstanding, ending balance	$ 1.90	$ 1.81
Weighted average remaining contractual term (in years), exercisable	8 years 11 months 12 days	9 years 1 month 24 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Beginning Balance	$ 2.11	$ 0.22
Previously Reported [Member]
Number of shares outstanding, beginning balance	2,430,900	270,100
Weighted average exercise price outstanding, beginning balance	$ 4.19	$ 0.37
Number of shares, granted		2,239,129
Weighted average exercise price, granted		$ 4.55
Number of shares outstanding, ending balance		2,430,900	270,100
Weighted average exercise price outstanding, ending balance		$ 4.19	$ 0.37
Number of shares vested and expected to vest		2,430,900
Weighted average exercise price, vested and expected to vest		$ 4.19
Number of shares exercisable		1,602,762
Weighted average exercise price exercisable		$ 3.70
Number of shares, forfeited		(10,804)
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price		$ 3.70
Number of shares, exercised		(67,525)
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price		$ 0.37

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued professional fees	$ 6,231,205	$ 245,751
Accrued compensation and related expenses	1,137,944	1,146,435
Due to related party	373,450	178,723
Accrued other	30,790	66,139
Accrued expenses	$ 7,773,389	$ 1,637,048

MERGER WITH DHC (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 14, 2024
DHC [Member] \| General and Administrative Expense [Member]
Business Acquisition [Line Items]
Business acquisition, transaction costs	$ 3,184,361
DHC [Member] \| Additional Paid-in Capital [Member]
Business Acquisition [Line Items]
Business acquisition, transaction costs	$ 2,933,798
Combined Company [Member] \| Prior BEN Shareholders [Member]
Business Acquisition [Line Items]
Ownership percentage		76.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

Unaudited interim results

Unaudited interim results

Use of Estimates

Use of Estimates

Segment and geographic information

Segment and geographic information

The Company has an office in the Republic of Korea dedicated to research and development activities. The carrying value of assets held in the Republic of Korea was $1,257,960 as of March 31, 2024.

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.

Significant Risks and Uncertainties

Significant Risks and Uncertainties

Revenue Recognition and Accounts Receivable

Revenue Recognition and Accounts Receivable

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

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.

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

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

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 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

Cash and Cash Equivalents

Capitalized internal-use software costs

Capitalized Internal-Use Software Costs

Capitalized internal-use software costs

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

Leases

Foreign Currency Transactions

Foreign Currency Transactions

Warrant Liabilities

Warrant Liabilities

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.

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:

SCHEDULE OF FAIR VALUE HIERARCHY

March 31, 2024		(Level 1)		(Level 2)		(Level 3)
	Fair value measurement at reporting date using
March 31, 2024		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Warrant liabilities - Public Warrants	$	—	$	1,238,826	$	—
Warrant liabilities - Private Placement Warrants	$	—	$	735,734	$	—

Net Loss per Share

Net Loss per Share

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

	2024		2023
	March 31,
	2024		2023
Options		2,538,940		1,620,600
Warrants		4,749,370		283,605
Total		7,288,310		1,904,205

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		2,430,900		270,100
Warrants		1,039,885		297,110
Total		3,470,785		567,210
Weighted average common shares		3,470,785		567,210

Recently Adopted Accounting Standards

Recently Issued but Not Yet Adopted Accounting Standards

Recently Adopted Accounting Standards

Significant Risks and Uncertainties

Significant Risks and Uncertainties

Concentration of Credit Risk

Concentration of Credit Risk

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.

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

Impairment of Definite Lived Intangible Assets

Stock Compensation

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.

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.

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.

Income Taxes

Income Taxes

Recently Issued but Not Yet Adopted Accounting Pronouncements

Recently Issued but Not Yet Adopted Accounting Pronouncements

Cover	3 Months Ended
Cover	Mar. 31, 2024
Entity Addresses [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	BRAND ENGAGEMENT NETWORK INC.
Entity Central Index Key	0001838163
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
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
Contact Personnel Name	Paul Chang

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation and amortization of property and equipment	$ 82,286	$ 0
Property and equipment, net	1,176,235		$ 802,557
Depreciation and amortization of property and equipment	$ 622,243		$ 539,957	$ 0
Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	3 years		3 years
Capitalized Software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	5 years		5 years
Capitalized Software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	10 years		10 years

PREPAID EXPENSES AND OTHER CURRENT ASSETS

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

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

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE E — PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

	March 31, 2024		December 31, 2023
Security deposits	$	46,300	$	71,300
Prepaid VAT		17,785		7,821
Prepaid legal fees				43,713
Prepaid professional fees		206,797		43,712
Prepaid insurance		574,236		—
Prepaid other		193,875		78,460
Prepaid expenses and other current assets	$	1,038,993	$	201,293

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

ACQUISITIONS (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
Shares issued for acquisition \| shares	16,012,750
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	4,325,043

SCHEDULE OF RECONCILIATION OF THE STATUTORY INCOME TAX RATE TO EFFECTIVE TAX RATE (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Accounting Policies [Abstract]

SCHEDULE OF FAIR VALUE HIERARCHY

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:

SCHEDULE OF FAIR VALUE HIERARCHY

March 31, 2024		(Level 1)		(Level 2)		(Level 3)
	Fair value measurement at reporting date using
March 31, 2024		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Warrant liabilities - Public Warrants	$	—	$	1,238,826	$	—
Warrant liabilities - Private Placement Warrants	$	—	$	735,734	$	—

SCHEDULE OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

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

	2024		2023
	March 31,
	2024		2023
Options		2,538,940		1,620,600
Warrants		4,749,370		283,605
Total		7,288,310		1,904,205

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		2,430,900		270,100
Warrants		1,039,885		297,110
Total		3,470,785		567,210
Weighted average common shares		3,470,785		567,210

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Revenues	$ 49,790		$ 35,210	$ 15,642
Cost of revenues
Gross profit			35,210	15,642
Operating expenses
General and administrative	6,480,535	2,616,724	10,841,024	1,026,549
Depreciation and amortization	117,347	19,232	637,990	76,928
Research and development	250,671	2,000	236,710	136,404
Total expenses	6,848,553	2,637,956	11,715,724	1,239,881
Loss from operations	(6,798,763)	(2,637,956)	(11,680,514)	(1,224,239)
Other income (expenses):
Interest expense	(25,050)		(56,515)
Interest income	3,118		15,520
Change in fair value of warrant liabilities	(60,823)
Other	(2,891)		(9,757)	(362)
Gain on debt extinguishment				548,563
Net other (expenses) income	(85,646)		(50,752)	548,201
Loss before income taxes			(11,731,266)	(676,038)
Income taxes
Net loss	$ (6,884,409)	$ (2,637,956)	$ (11,731,266)	$ (676,038)
Diluted net (loss) income per ordinary share			$ (0.57)	$ (0.04)
Diluted weighted average shares outstanding			20,635,508	15,719,355
Common Class A [Member] \| Redeemable Common Stock [Member]
Other income (expenses):
Basic net (loss) income per ordinary share	$ (0.27)	$ (0.15)
Diluted net (loss) income per ordinary share	$ (0.27)	$ (0.15)
Basic weighted average shares outstanding	25,233,890	17,129,921
Diluted weighted average shares outstanding	25,233,890	17,129,921

PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

SCHEDULE PROPERTY AND EQUIPMENT NET

Property and equipment consists of the following:

SCHEDULE PROPERTY AND EQUIPMENT NET

	March 31, 2024			December 31, 2023
Equipment	$	436,711		$	426,000
Furniture		346,591			346,591
Capitalized software		1,015,176			569,923
Total		1,798,478			1,342,514
Accumulated depreciation and amortization		(622,243	)		(539,957	)
Property and equipment, net of accumulated depreciation and amortization	$	1,176,235		$	802,557

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

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

SUBSEQUENT EVENTS

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE N — SUBSEQUENT EVENTS

On April 12, 2024, the Company issued a convertible promissory note to J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”) in the principal amount of $1,900,000 (the “Cohen Convertible Note”), to settle outstanding invoices totaling $1,900,000 related to investment banking services rendered to the Company in connection with the Business Combination. Beginning on October 14, 2024, interest will accrue at the fixed rate of 8% per annum on the outstanding principal amount until the Cohen Convertible Note is paid in full. Interest is payable monthly in cash or in-kind at the election of the Company. The Company may prepay the Cohen Convertible Note in whole or in part at any time or from time to time without penalty or premium. The Company may be required to prepay all or a portion of the Cohen Convertible Note upon the consummation of certain capital raising activities as described therein. The maturity date of the Cohen Convertible Note is March 14, 2025.

Beginning on December 14, 2024 (the “First Conversion Date”), the Cohen Convertible Note is convertible into shares of Common Stock of the Company equal to: (i) up to 40% of the outstanding principal balance plus accrued interest due under the Cohen Convertible Note divided by (ii) a price per share (the “Conversion Purchase Price”) equal to 92.75% of the arithmetic average of the Daily VWAP (as defined therein) for the five VWAP Trading Days (as defined therein) ending on the VWAP Trading Day immediately preceding the applicable Conversion Date (as defined below); provided, that, if the Conversion Purchase Price is less than $1.20 per share (the “Floor Price”) on the Conversion Date, CCM may not convert any portion of the Cohen Convertible Note on such Conversion Date at a price less than the Floor Price. Additionally, on the 14th day of each successive month commencing with January 14, 2025 (each such day, an “Additional Conversion Date” and together with the First Conversion Date, the “Conversion Dates”), CCM may convert a portion of Cohen Convertible Note to a number of shares equal to (i) up to 20% of the outstanding principal balance of the Cohen Convertible Note plus accrued interest due under the Cohen Convertible Note divided by (ii) the Conversion Purchase Price (subject to the Floor Price). A maximum of 1,583,334 shares of Common Stock may be issued upon conversion of the Cohen Convertible Note.

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 40,515 shares of common stock of the Company at an exercise price of $8.11 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 2,300,000 shares of the Company’s common stock to AFG pursuant to the Subscription Agreement and Reseller Agreement.

INTANGIBLE ASSETS

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE G — INTANGIBLE ASSETS

The following table summarizes intangible assets included on the consolidated balance sheet:

SCHEDULE OF INTANGIBLE ASSETS

	March 31, 2024
	Gross		Accumulated Amortization			Net
Amortizing intangible assets:
Patent portfolio	$	1,259,863	$	(412,777	)	$	847,086
Indefinite-lived intangible assets:
In-process research and development		17,000,000		—			17,000,000
Total	$	18,259,863	$	(412,777	)	$	17,847,086

		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

Total amortization expense was $35,061 and $19,232 for the three months ended March 31, 2024 and 2023 respectively.

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


Years Ending December 31:
2024 (remaining 9 months)	$	105,182
2025		140,243
2026		140,243
2027		140,243
2028		140,243
2028
Thereafter		180,932
Thereafter
Total	$	847,086

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

SCHEDULE OF FAIR VALUE HIERARCHY (Details)	Mar. 31, 2024 USD ($)
Fair Value, Inputs, Level 1 [Member] \| Public Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities - Private Placement Warrants
Fair Value, Inputs, Level 1 [Member] \| Private Placement Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities - Private Placement Warrants
Fair Value, Inputs, Level 2 [Member] \| Public Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities - Private Placement Warrants	1,238,826
Fair Value, Inputs, Level 2 [Member] \| Private Placement Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities - Private Placement Warrants	735,734
Fair Value, Inputs, Level 3 [Member] \| Public Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities - Private Placement Warrants
Fair Value, Inputs, Level 3 [Member] \| Private Placement Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities - Private Placement Warrants