SecProbe.io

United States securities and exchange commission logo
April 16, 2024
Michael Zacharski
Chief Executive Officer
Brand Engagement Network Inc
145 E. Snow King Ave
PO Box 1045
Jackson, WY 83001
Re:Brand Engagement Network Inc
Registration Statement on Form S-1
Filed April 12, 2024
File No. 333-278673
Dear Michael Zacharski:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.For each of the shares and warrants being registered for resale, disclose the price that the
selling securityholders paid for such shares and warrants.
Risk Factors
Future resales of our Common Stock..., page 33
2.Please disclose the purchase price of the securities being registered for resale and the
percentage that these shares currently represent of the total number of shares outstanding.
Also disclose that even though the current trading price is significantly below the SPAC
IPO price, the private investors have an incentive to sell because they will still profit on
sales because of the lower price that they purchased their shares than the public investors.

 FirstName LastNameMichael Zacharski
 Comapany NameBrand Engagement Network Inc
 April 16, 2024 Page 2
 FirstName LastNameMichael Zacharski
Brand Engagement Network Inc
April 16, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 36
3.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that the four largest selling stockholders, beneficial owners of over
70% of your outstanding shares, will be able to sell all of their shares for so long as the
registration statement of which this prospectus forms a part is available for use.
Selling Security Holders, page 92
5.Please revise to disclose that J.V.B. Financial Group, LLC is a broker-dealer. If J.V.B.
Financial Group, LLC acquired its shares as investments, rather than as transaction-based
compensation for the performance of investment banking or similar services, it should be
named as an underwriter.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares and warrants being registered for resale. Highlight any differences in the current
trading price, the prices that the selling securityholders acquired their shares and warrants,
and the price that the public securityholders acquired their shares and warrants. Disclose
that while the selling securityholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of return
on the securities they purchased due to differences in the purchase prices and the current
trading price. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor
disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.

 FirstName LastNameMichael Zacharski
 Comapany NameBrand Engagement Network Inc
 April 16, 2024 Page 3
 FirstName LastName
Michael Zacharski
Brand Engagement Network Inc
April 16, 2024
Page 3
            Please contact Jeff Kauten at 202-551-3447 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Matthew L. Fry