SecProbe.io

CORRESP
1
filename1.htm

July
26, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Division
of Corporation Finance

Office
of Technology

Washington,
D.C. 20549

Attention:
Charli Wilson and Mitchell Austin

    Re:
    Brand
                                            Engagement Network Inc.

    Registration
    Statement on Form S-1

    Filed
    June 20, 2024

    File
    No. 333-280366

Ladies
and Gentlemen:

On
behalf of Brand Engagement Network Inc. (the “Company”), below is the response of the Company to the comments of the staff
of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
set forth in the Staff’s letter, dated July 10, 2024, regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”) filed with the Commission on June 20, 2024. In connection with this letter, an amendment to the Registration Statement
(“Amendment No. 1”) has been submitted to the Commission on the date hereof.

For
your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company. Unless otherwise
indicated, all page references in the responses set forth below are to the pages of the clean copy of Amendment No. 1. Capitalized terms
used but not otherwise defined herein shall have the meanings assigned to such terms in Amendment No. 1.

Registration
Statement on Form S-1

Business,
Page 50

    1.
    On
    page 50 your disclosure states that “[w]e believe the primary differentiation of our AI assistants is the ability to ensure
    unbiased training by eliminating “hallucinations”, filtering for inappropriate inputs and responses, managing customer
    identity resolution.” Please expand your disclosure to state the basis for this belief, and how you can “ensure unbiased
    training by eliminating hallucinations” considering the nascent stages of development of generative AI technology and the systemic
    risks of bias and hallucinations.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 50 of Amendment No. 1 accordingly.

    2801
                           N. Hardwood Street | Suite 2300 | Dallas, TX 75201

    T:
    214.651.5000 | haynesboone.com

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

July
26, 2024

Page 2

Plan
of Distribution, Page 98

    2.
    We
    note your disclosure that selling securityholders may use underwriters and that you may prepare prospectus supplements for secondary
    offerings that will disclose the terms of the offering, including the name or names of any underwriters, dealers or agents, the purchase
    price of the securities, any underwriting discounts and other items constituting compensation to underwriters, dealers or agents.
    Please confirm your understanding that the retention by a selling securityholder of an underwriter would constitute a material change
    to your plan of distribution requiring a post-effective amendment, and revise accordingly. Refer to your undertaking provided pursuant
    to Item 512(a)(1)(iii) of Regulation S-K.

Response:
The Company respectfully confirms to the Staff its understanding that the retention by a selling securityholder of an underwriter would
constitute a material change to our plan of distribution requiring a post-effective amendment.

Exhibit
Index, page II-4

    3.
    We
    note that certain of the shares related to your May 28, 2024 private placement will remain in escrow until certain conditions are
    satisfied. Please file the related escrow agreement as an exhibit.

Response:
The Company acknowledges the Staff’s comment and has filed the Escrow Agreement, dated May 28, 2024, as Exhibit 99.1 to Amendment
No. 1 accordingly.

*
* * * * *

U.S.
                                            Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

July
26, 2024

Page 3

If
you have any questions or require any additional information in connection with the filing, please do not hesitate to contact the undersigned
at (214) 651-5443.

    Very
    truly yours,

    /s/
    Matthew L. Fry

    Matthew
    L. Fry

    Haynes
    and Boone, LLP

    cc:
    Paul
    Chang, Co-Chief Executive Officer

    Bill
    Williams, Chief Financial Officer

    Logan
    Weissler, Esq., Haynes and Boone, LLP

    Alexandria
    Pencsak, Esq., Haynes and Boone, LLP