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
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CORRESP
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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