SEC Comment Letter 0000000000-24-009150 to Brand Engagement Network Inc. (BNAI, BNAIW) (CIK 0001838163) (BNAI)
Brand Engagement Network Inc. (BNAI, BNAIW) (CIK 0001838163)
Date: Aug. 9, 2024 · CIK: 0001838163 · Accession: 0000000000-24-009150
AI Filing Summary & Sentiment
File numbers found in text: 333-280366
Letter
August 9, 2024 Paul Chang Co-Chief Executive Officer Brand Engagement Network Inc. 145 E. Snow King Ave PO Box 1045 Jackson, WY 83001 Re:Brand Engagement Network Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 26, 2024 File No. 333-280366 Dear Paul Chang: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our July 10, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1 Business, page 50 1.We note your response to prior comment 1, that your "belief in [y]our ability to reduce bias and minimize hallucinations is based on . . ." several listed factors. Revise the first sentence of this paragraph to remove the statement that your AI assistants have the ability to ensure unbiased training by eliminating “hallucinations". Selling Security Holders, page 95 2.We note that you have added a group of selling security holders labeled "Founder shares transferred pursuant to NRAs." Please revise to name each selling security holder and provide all other information called for by Item 507 of Regulation S-K. Additionally, please ensure the non-redemption agreement has been filed as an exhibit.
August 9, 2024 Page 2 Please contact Charli Wilson at 202-551-6388 or Mitchell Austin at 202-551-3574 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Matthew Fry
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August 9, 2024
Paul Chang
Co-Chief Executive Officer
Brand Engagement Network Inc.
145 E. Snow King Ave
PO Box 1045
Jackson, WY 83001
Re:Brand Engagement Network Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 26, 2024
File No. 333-280366
Dear Paul Chang:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our July 10, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Business, page 50
1.We note your response to prior comment 1, that your "belief in [y]our ability to reduce
bias and minimize hallucinations is based on . . ." several listed factors. Revise the first
sentence of this paragraph to remove the statement that your AI assistants have the ability
to ensure unbiased training by eliminating “hallucinations".
Selling Security Holders, page 95
2.We note that you have added a group of selling security holders labeled "Founder shares
transferred pursuant to NRAs." Please revise to name each selling security holder and
provide all other information called for by Item 507 of Regulation S-K. Additionally,
please ensure the non-redemption agreement has been filed as an exhibit.
August 9, 2024
Page 2
Please contact Charli Wilson at 202-551-6388 or Mitchell Austin at 202-551-3574 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Matthew Fry