SEC Comment Letter 0000000000-24-001564 to Brand Engagement Network Inc. (BNAI, BNAIW) (CIK 0001838163) (BNAI)
Brand Engagement Network Inc. (BNAI, BNAIW) (CIK 0001838163)
Date: Feb. 9, 2024 · CIK: 0001838163 · Accession: 0000000000-24-001564
AI Filing Summary & Sentiment
File numbers found in text: 333-275058
Letter
United States securities and exchange commission logo February 9, 2024 Christopher Gaertner Chief Financial Officer DHC Acquisition Corp. 1900 West Kirkwood Blvd. Suite 1400B Southlake, TX 76092 Re:DHC Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed February 5, 2024 File No. 333-275058 Dear Christopher Gaertner: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 30, 2024 letter. Form S-4 Amendment No. 3 Consolidated Statements of Operations, page F-51 1.We note that you revised your accounting for the developed technology to account for it as an In-Process Research and Development ("IPRD") asset. Since the IPRD was acquired in an asset acquisition transaction and not a business combination, please clarify your disclosures to state that you have concluded that the IPRD has alternative future uses, if true. Refer to ASC 350-30-35-7 and 730-10-25-2(c). Revise to disclose how your accounting policy complies with ASC 350-30-35-15 to 19. Also, consider ASC 985-20- 25- 7 to 25-10 and 55-14. Alternatively, you can consider ASC 985-20-25-9 if technological feasibility has been established. If so, refer to ASC 985-20-35-3 that states "amortization shall start when the product is available for general release to customers". Please note that ASC 350-30-35-17A applies to IPRD acquired in a business combination.
FirstName LastNameChristopher Gaertner Comapany NameDHC Acquisition Corp. February 9, 2024 Page 2 FirstName LastName Christopher Gaertner DHC Acquisition Corp. February 9, 2024 Page 2 Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Kevin Cooper
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United States securities and exchange commission logo
February 9, 2024
Christopher Gaertner
Chief Financial Officer
DHC Acquisition Corp.
1900 West Kirkwood Blvd.
Suite 1400B
Southlake, TX 76092
Re:DHC Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed February 5, 2024
File No. 333-275058
Dear Christopher Gaertner:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 30, 2024 letter.
Form S-4 Amendment No. 3
Consolidated Statements of Operations, page F-51
1.We note that you revised your accounting for the developed technology to account for it
as an In-Process Research and Development ("IPRD") asset. Since the IPRD was acquired
in an asset acquisition transaction and not a business combination, please clarify your
disclosures to state that you have concluded that the IPRD has alternative future uses, if
true. Refer to ASC 350-30-35-7 and 730-10-25-2(c). Revise to disclose how your
accounting policy complies with ASC 350-30-35-15 to 19. Also, consider ASC 985-20-
25- 7 to 25-10 and 55-14. Alternatively, you can consider ASC 985-20-25-9 if
technological feasibility has been established. If so, refer to ASC 985-20-35-3 that states
"amortization shall start when the product is available for general release to
customers". Please note that ASC 350-30-35-17A applies to IPRD acquired in a business
combination.
FirstName LastNameChristopher Gaertner
Comapany NameDHC Acquisition Corp.
February 9, 2024 Page 2
FirstName LastName
Christopher Gaertner
DHC Acquisition Corp.
February 9, 2024
Page 2
Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Kevin Cooper