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Correspondence 0001493152-24-015804 from Brand Engagement Network Inc. (BNAI, BNAIW) (CIK 0001838163) (BNAI)

Brand Engagement Network Inc. (BNAI, BNAIW) (CIK 0001838163)
Date: April 24, 2024 · CIK: 0001838163 · Accession: 0001493152-24-015804

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File numbers found in text: 333-278673

Date
April 24, 2024
Author
Brand
Form
CORRESP
Company
Brand Engagement Network Inc. (BNAI, BNAIW) (CIK 0001838163)

Letter

Brand Engagement Network Inc.

E. Snow King Ave.

PO Box - 1045

Jackson, Wyoming 83001

(214) 445-4700

April 24, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

F. Street, N.E.

Washington, D.C. 20549

Attention: Jeff Kauten and Jan Woo

RE: Brand Engagement Network Inc.

Amendment No. 1 to Registration Statement on Form S-1

SEC File No. 333-278673 (the “Registration Statement”)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Brand Engagement Network Inc. (the “Registrant”) respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration Statement effective as of 4:00 p.m. Eastern Daylight Time, on April 25, 2024, or as soon as practicable thereafter, or at such other time as the Registrant or the Registrant’s legal counsel Haynes and Boone, LLP, request by telephone that such Registration Statement be declared effective.

The Registrant hereby authorizes Matthew L. Fry, of Haynes and Boone, LLP, to orally modify or withdraw this request for acceleration.

We request that we be notified of such effectiveness by a telephone call to Mr. Fry at (214) 651-5443, or in his absence Logan Weissler at (214) 651-5813, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared effective. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Fry, via email at matt.fry@haynesboone.com. Please contact either of Messrs. Fry or Weissler if you have any questions or concerns regarding this matter.

Very
truly yours,
Brand
Engagement Network Inc.

Show Raw Text
CORRESP
1
filename1.htm

Brand
Engagement Network Inc.

145
E. Snow King Ave.

PO
Box - 1045

Jackson,
Wyoming 83001

(214)
445-4700

April
24, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

 Office
of Technology

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Jeff Kauten and Jan Woo

    RE:
    Brand
    Engagement Network Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    SEC
    File No. 333-278673 (the “Registration Statement”)

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Brand Engagement Network Inc. (the “Registrant”)
respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration
Statement effective as of 4:00 p.m. Eastern Daylight Time, on April 25, 2024, or as soon as practicable thereafter, or at such other
time as the Registrant or the Registrant’s legal counsel Haynes and Boone, LLP, request by telephone that such Registration Statement
be declared effective.

The
Registrant hereby authorizes Matthew L. Fry, of Haynes and Boone, LLP, to orally modify or withdraw this request for acceleration.

We
request that we be notified of such effectiveness by a telephone call to Mr. Fry at (214) 651-5443, or in his absence Logan Weissler
at (214) 651-5813, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared effective. We also respectfully
request that a copy of the written order from the Commission verifying the effective time and date of such registration statement be
sent to Mr. Fry, via email at matt.fry@haynesboone.com. Please contact either of Messrs. Fry or Weissler if you have any questions or
concerns regarding this matter.

    Very
    truly yours,

    Brand
    Engagement Network Inc.

    By:
    /s/
    Michael Zacharski

    Name:
    Michael
    Zacharski

    Title:
    Chief
    Executive Officer