Brand Engagement Network details $13.7M Cataneo deal

Q: What does Brand Engagement Network Inc. (BNAI) disclose in this 8-K/A amendment?

The filing adds audited 2025–2024 and Q1 2026 financial statements for Cataneo GmbH and unaudited pro forma combined financial statements reflecting BNAI’s acquisition of Cataneo under ASC 805.

Q: How did Cataneo GmbH perform financially in 2025 according to BNAI’s filing?

Cataneo recorded 2025 revenue of $9,573,948, net income of $202,316, and operating cash flow of $1,847,054. Total assets were $6,048,952 and total liabilities $6,624,734, resulting in stockholders’ deficit of $575,782 at year-end.

Q: What preliminary purchase price did BNAI assign to the Cataneo acquisition?

The preliminary fair value of consideration is $13,704,522, including $9,000,043 in cash, $4,363,290 in BNAI common stock, and $341,190 of deferred consideration, resulting in preliminary goodwill of $11,527,486.

Q: What key intangible assets did BNAI identify from the Cataneo acquisition?

Preliminary identifiable intangible assets total $3,865,241, including $896,236 of customer relationships and $2,969,005 of capitalized software, each with an estimated 5-year useful life, leading to additional amortization in the pro forma results.

Q: How many BNAI shares were issued for the Cataneo acquisition?

BNAI issued 255,014 restricted common shares, valued at $4,363,290 based on the June 30, 2026 share price, as part of the $13.7 million preliminary purchase consideration.

Amended 8-K adds Cataneo’s financials and pro forma data, showing a profitable target but sizable combined net losses for BNAI.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Brand Engagement Network Inc. (BNAI) filed a second amendment to its June 30, 2026 current report to add the required audited and unaudited financial statements of Cataneo GmbH and unaudited pro forma combined financial information for the Cataneo acquisition. Cataneo, an enterprise software provider to the media and broadcasting industry, generated $9.6 million of revenue and $202,316 of net income in 2025, with operating cash flow of $1.85 million, and had total contract liabilities of $4.53 million as of December 31, 2025. For the three months ended March 31, 2026, Cataneo reported revenue of $2.50 million, net income of $172,934, and operating cash flow of $621,709. The preliminary purchase price for the acquisition is allocated at $13.7 million, including $9.0 million in cash and $4.36 million in BNAI stock, yielding preliminary goodwill of about $11.5 million. Pro forma statements show that, if combined from January 1, 2025, BNAI and Cataneo would have reported a net loss of $9.74 million for 2025 and $3.87 million for the first quarter of 2026.

Positive

Cataneo is profitable with strong cash generation: 2025 net income of $202,316 and operating cash flow of $1.85 million, plus Q1 2026 net income of $172,934 and operating cash flow of $621,709.
High proportion of recurring/deferred revenue: contract liabilities of $4.53 million at December 31, 2025 and $4.28 million at March 31, 2026 support future revenue recognition under existing contracts.

Negative

Pro forma combined losses remain large: BNAI plus Cataneo would have shown a net loss of $9.74 million for 2025 and $3.87 million for Q1 2026 on an unaudited pro forma basis.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cataneo Revenue 2025: $9,573,948 Cataneo Net Income 2025: $202,316 Cataneo Operating Cash Flow 2025: $1,847,054 +5 more

8 metrics

Cataneo Revenue 2025 $9,573,948 Year ended December 31, 2025

Cataneo Net Income 2025 $202,316 Year ended December 31, 2025

Cataneo Operating Cash Flow 2025 $1,847,054 Net cash provided by operating activities in 2025

Cataneo Contract Liabilities $4,531,999 Total contract liabilities at December 31, 2025

Purchase Consideration for Cataneo $13,704,522 Preliminary fair value of consideration transferred at acquisition

Goodwill from Cataneo Acquisition $11,527,486 Preliminary goodwill in purchase price allocation

Pro Forma Net Loss 2025 $9,741,426 Unaudited pro forma combined net loss for 2025

Pro Forma Net Loss Q1 2026 $3,874,825 Unaudited pro forma combined net loss for three months ended March 31, 2026

Key Terms

business combination, ASC 805, unaudited pro forma condensed combined financial statements, deferred contract fulfillment costs, +2 more

6 terms

business combination financial

"The acquisition of Cataneo was determined to constitute a business combination in accordance with Accounting Standards Codification 805"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

ASC 805 financial

"The acquisition of Cataneo was determined to constitute a business combination in accordance with Accounting Standards Codification 805"

ASC 805 is the U.S. accounting standard that governs how companies record and report business acquisitions, including how purchased assets, assumed liabilities and goodwill are measured on the buyer’s balance sheet. It matters to investors because the accounting choices under ASC 805 determine the reported value of an acquisition and future profit or loss effects—similar to how different ways of listing items in a household budget change the appearance of your finances and the story they tell.

unaudited pro forma condensed combined financial statements financial

"The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X"

deferred contract fulfillment costs financial

"Deferred contract fulfillment costs represent incremental costs incurred to fulfill customer contracts that are expected to be recovered"

contract liabilities financial

"Contract liabilities primarily represent implementation fees billed or collected in advance of revenue recognition"

Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.

right-of-use assets financial

"Right-of-use assets represent the Company’s right to use an underlying asset over the lease term"

Right-of-use assets are the rights a company gains to use a physical space or equipment under a lease agreement. They are recorded as assets on the company's balance sheet, reflecting the value of future benefits from the leased item. For investors, these assets provide a clearer picture of a company's obligations and resources related to leasing arrangements, helping to assess its financial health and operational commitments.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Brand Engagement Network Inc. (BNAI) disclose in this 8-K/A amendment?

The filing adds audited 2025–2024 and Q1 2026 financial statements for Cataneo GmbH and unaudited pro forma combined financial statements reflecting BNAI’s acquisition of Cataneo under ASC 805.

How did Cataneo GmbH perform financially in 2025 according to BNAI’s filing?

Cataneo recorded 2025 revenue of $9,573,948, net income of $202,316, and operating cash flow of $1,847,054. Total assets were $6,048,952 and total liabilities $6,624,734, resulting in stockholders’ deficit of $575,782 at year-end.

What preliminary purchase price did BNAI assign to the Cataneo acquisition?

The preliminary fair value of consideration is $13,704,522, including $9,000,043 in cash, $4,363,290 in BNAI common stock, and $341,190 of deferred consideration, resulting in preliminary goodwill of $11,527,486.

What do the pro forma results show for BNAI (BNAI) after acquiring Cataneo?

On an unaudited pro forma basis as if combined from January 1, 2025, BNAI and Cataneo would have had 2025 revenue of $9,849,068 and a net loss of $9,741,426, and for Q1 2026 revenue of $2,605,793 and a net loss of $3,874,825.

How recurring is Cataneo’s revenue base in the BNAI disclosure?

Cataneo’s revenue is largely recurring SaaS and service revenue recognized over time. Contract liabilities, mainly implementation and related fees, totaled $4,531,999 at December 31, 2025 and $4,282,320 at March 31, 2026, to be recognized as future revenue.

What key intangible assets did BNAI identify from the Cataneo acquisition?

Preliminary identifiable intangible assets total $3,865,241, including $896,236 of customer relationships and $2,969,005 of capitalized software, each with an estimated 5-year useful life, leading to additional amortization in the pro forma results.

How many BNAI shares were issued for the Cataneo acquisition?

BNAI issued 255,014 restricted common shares, valued at $4,363,290 based on the June 30, 2026 share price, as part of the $13.7 million preliminary purchase consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 06:02 AM Accepted by SEC EDGAR 09/16/2026 - 05:43 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2026

Brand Engagement Network Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40130

98-1574798

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

300 Delaware Ave,
Suite 210
Wilmington, DE		19801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (307) 757-3650

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

BNAI

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $115.00 per share

BNAIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

As previously reported on June 30, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”), completed its acquisition of all of the outstanding equity interests of Cataneo GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (the “Acquisition”), pursuant to the Share Purchase and Transfer Agreement, dated April 30, 2026, by and among the Company, Christian Unterseer, in his individual capacity, CUTV GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany, Cuneo AG, a stock corporation incorporated under the laws of the Federal Republic of Germany, and GForce 112 GmbH, a limited liability company incorporated under the laws of the Federal Republic of German. This Amendment No. 2 on Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2026 (the “Original Report”), as amended by the Current Report on Form 8-K/A filed with the SEC on July 1, 2026 (“Amendment No. 1”), solely to provide the disclosures required by Item 9.01 of Form 8-K that were not previously filed with the Original Report.

The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only and is not necessarily indicative of the pro forma financial position or results of operations that would have been realized had the Acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations that the Company will experience after the Acquisition.

This Current Report on Form 8-K/A should be read in conjunction with the Original Report, as amended by Amendment No. 1, which provides a more complete description of the Acquisition.

Item 9.01. Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) and the notes related thereto are filed as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

(b)

Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial information required by Item 9.01(b) and the notes related thereto are filed as Exhibit 99.3 hereto and are incorporated herein by reference.

(d)

Exhibits

Exhibit Number		Description

23.1		Consent of Independent Registered Public Accounting Firm.
99.1		Audited financial statements of Cataneo GmbH for the years ended December 31, 2025 and 2024.
99.2		Unaudited condensed consolidated financial statements of Cataneo GmbH as of March 31, 2026 and for the three months ended March 31, 2026 and 2025.
99.3		Unaudited pro forma condensed financial statements and the related notes thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	September 16, 2026	By:	/s/ Tyler Luck
			Tyler Luck Chief Executive Officer

Exhibit 99.1

Cataneo GmbH

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

	PAGE
Report of Independent Auditors	3

Consolidated Balance Sheets	5

Consolidated Statements of Operations and Comprehensive Income (Loss)	6

Consolidated Statements of Changes in Stockholders Deficit	7

Consolidated Statements of Cash Flows	8

Notes to Consolidated Financial Statements	9

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Stockholders

of Cataneo GmbH

Opinion

We have audited the accompanying consolidated financial statements of Cataneo GmbH (a Corporation) and its subsidiaries, Cataneo, informacijske rešitve, d.o.o., and Contentmarket AI GmbH (the “Company”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of their operations and their cash flows for the years then ended prepared in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company, and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

INDEPENDENT AUDITOR’S REPORT (Continued)

In performing an audit in accordance with generally accepted auditing standards, we:

●	Exercise professional judgment and maintain professional skepticism throughout the audit.

●	Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

●	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

●	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of then consolidated financial statements.

●	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ L J Soldinger Associates, LLC

L J Soldinger Associates, LLC

Deer Park, IL

September 16, 2026

Cataneo GmbH

Consolidated Balance Sheets

(Expressed in U.S. Dollars)

	December 31, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	292,049		$	85,337
Accounts receivable, net		966,666			1,394,079
Deferred contract fulfilment costs		614,968			507,368
Prepaid and other current assets		58,115			95,013
Total Current Assets		1,931,798			2,081,797
Property and equipment, net		28,993			33,802
Intangible assets, net		1			7
Capitalized software development costs, net		1,648,399			1,291,310
Investments		59			52
Right of use asset - operating leases		781,401			842,793
Deferred contract fulfilment costs, non-current		1,354,461			1,584,268
Other non-current assets		2,347			2,070
Deferred tax assets		301,493			260,507
Total Assets	$	6,048,952		$	6,096,606

Liabilities and Stockholders’ Deficit
Accounts payable and accrued expenses	$	552,345		$	915,959
Contract liabilities, current		1,802,125			1,504,070
Lease liability - operating lease, current		321,306			257,445
Short-term debt		221,394			749,985
Income tax payables		103,748			865
Other current liabilities		331,549			214,534
Total current liabilities		3,332,467			3,642,858
Contract liabilities, non-current		2,729,874			2,309,239
Lease liability - operating lease, non-current		460,095			585,348
Long-term debt		102,298			252,220
Total Liabilities		6,624,734			6,789,665

Commitments and Contingencies (Note 13)

Stockholders’ Deficit
Share capital		28,295			28,295
Retained Earnings		(557,873	)		(760,189	)
Accumulated other comprehensive income (loss)		(46,204	)		38,835
Total Stockholders’ Deficit attributable to parent		(575,782	)		(693,059	)
Noncontrolling interests		-			-
Total Stockholders’ Deficit		(575,782	)		(693,059	)
Total Liabilities and Stockholders’ Deficit	$	6,048,952		$	6,096,606

See accompanying notes to financial statements

Cataneo GmbH

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in U.S. Dollars)

	For the Years Ended December 31,
	2025			2024
Revenue	$	9,573,948		$	9,800,276
Cost of revenues		(4,876,671	)		(5,112,692	)
Gross profit		4,697,277			4,687,584

Operating expenses:
Selling, general and administrative expenses		2,760,916			3,080,813
Research and development expenses		1,210,296			1,261,046
Total operating expenses		3,971,212			4,341,859
Income from operations		726,065			345,725

Other (expense) income:
Interest income		(1	)		(91,255	)
Interest expense		22,564			58,343
Other income (expenses), net		401,368			(133,032	)
Total other expense, net		423,931			(165,944	)
Income before taxes		302,134			511,669

Income tax expense		(99,818	)		(25,785	)
Net income		202,316			485,884
Net income attributable to:
Parent		202,316			461,699
Noncontrolling interests		-			24,185
Other comprehensive income (loss):
Foreign currency translation adjustment		(85,039	)		73,255
Comprehensive income	$	117,277		$	534,954

See accompanying notes to financial statements

Cataneo GmbH

Statements of Changes in Stockholders’ Deficit

For the years ended December 31, 2025 and 2024

(Expressed in U.S. Dollars)

	Share		Retained			Accumulated Other Comprehensive			Total Stockholders’
	Capital		Earnings			Income (or Loss)			Equity
Balance Jan 1, 2024	$	28,295	$	(1,221,888	)	$	(34,420	)	$	(1,228,013	)
Net Income				461,699			-			461,699
Foreign currency translation							73,255			73,255
Balance Dec 31, 2024		28,295		(760,189	)		38,835			(693,059	)
Net Income				202,316						202,316
Foreign currency translation							(85,039	)		(85,039	)
Balance, December 31,2025	$	28,295	$	(557,873	)	$	(46,204	)	$	(575,782	)

See accompanying notes to financial statements

Cataneo GmbH

Statements of Cash Flows

(Expressed in U.S. Dollars)

	For the Years Ended December 31,
	2025			2024
Cash flows from Operating Activities:
Net Income	$	202,315		$	485,884
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		524,102			446,230
Allowance for uncollected receivables		151,774			-
Loss on debt extinguishment		-			(399,078	)
Amortization of right-to-use asset		61,392			321,729
Gain/loss sale of PPE/intangibles		408			7,421
Changes in current assets and current liabilities:
Accounts receivable		275,639			(330,625	)
Deferred fulfillment costs		121,930			154,009
Deferred tax assets		(158,754	)		(210,671	)
Prepaid and other assets		36,898			114,518
Accounts payable and accrued expenses		(363,614	)		(246,041	)
Contract liabilities		718,690			741,955
Lease liability-current		63,861			(6,394	)
Other current liabilities		219,898			22,593
Lease liability-non-current		(125,253	)		(315,335	)
Deferred tax liabilities		117,768			61,540
Net cash provided by operating activities		1,847,054			847,735

Cash flows from Investing Activities:
Purchase of property and equipment		(20,195	)		(18,619	)
Purchase of intangible asset		(856,588	)		(593,564	)
Net cash used in investing activities		(876,783	)		(612,183	)

Cash flows from Financing Activities:
Proceeds from loans					389,486
Repayment of loans		(678,513	)		(800,113	)
Net cash provided by financing activities		(678,513	)		(410,627	)

Net change in cash		291,758			(175,075	)
Net Effect of changes in exchange rates on cash		(85,046	)		60,736
Cash, beginning of the period		85,337			199,675
Cash, end of the period		292,049			85,336

Supplemental cashflow information:
Interest paid		-			-
Income taxes paid		2,840			-

See accompanying notes to financial statements

Cataneo GmbH

Notes to the Financial Statements

Note 1 - Organization and Description of Business

Cataneo GmbH (the “Company”) is a limited liability company (Gesellschaft mit beschränkter Haftung, or “GmbH”) organized under the laws of Germany. The Company’s principal offices are located in Munich, Germany.

The Company is an enterprise software company that develops and provides integrated software solutions for the media and broadcasting industry. The Company’s software platforms are designed to support critical business operations, including advertising sales management, traffic and scheduling, media planning, rights management, customer relationship management, and business intelligence. The Company’s solutions enable media organizations to automate and optimize operational and financial workflows across multiple distribution channels, including television, digital, radio, print, and other multimedia platforms.

The Company’s software solutions are designed to integrate with customers’ existing technology environments and support complex, high-volume operations for broadcasters, publishers, media companies, and advertising organizations. In addition to software licensing, the Company provides implementation, customization, consulting, maintenance, technical support, and training services to customers operating in domestic and international markets.

Revenue is primarily derived from software license arrangements, maintenance and support agreements, implementation and consulting services, and other professional service contracts. The Company continues to invest in research and development to enhance its software platforms, expand product functionality, and address the evolving needs of the global media and broadcasting industry.

Note 2 - Significant Accounting Policies

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements include the assets, liabilities, results of operations, and cash flows of Cataneo GmbH. The Company’s functional currency is the Euro (€), and the accompanying financial statements have been translated into U.S. dollars for reporting purposes in accordance with U.S. GAAP.

Basis of consolidation

The accompanying consolidated financial statements include the accounts of Cataneo GmbH and its wholly owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates include, but are not limited to, the collectibility of accounts receivable, the capitalization and useful lives of software development costs and intangible assets, impairment assessments, deferred tax assets, lease assumptions, and revenue recognition. Actual results could differ from those estimates.

Foreign currency translation

The Company’s functional currency is the Euro (€). Assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the reporting period. Translation adjustments resulting from the process are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity.

Transactions denominated in currencies other than the functional currency are remeasured into the functional currency using the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in foreign currencies are remeasured at period-end exchange rates, and resulting gains and losses are recognized in earnings.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, deposits with financial institutions, and highly liquid investments with original maturities of three months or less when purchased. Cash equivalents are carried at cost, which approximates fair value due to their short-term maturities.

Accounts receivable, net

Accounts receivable are recorded at the invoiced amount and are presented net of an allowance for expected credit losses. The Company evaluates the collectibility of accounts receivable using historical collection experience, customer-specific risk factors, current economic conditions, and reasonable and supportable forecasts in accordance with the current expected credit loss (“CECL”) model. Amounts determined to be uncollectible are written off when all collection efforts have been exhausted. During the year ended December 31, 2025, the Company recorded $151,774 related to uncollectible accounts receivable.

Advertising costs

Advertising costs are expensed as incurred. Advertising costs were $61,748 and $63,254 for the years ended December 31, 2025 and 2024, respectively.

Deferred contract fulfillment costs

Deferred contract fulfillment costs represent incremental costs incurred to fulfill customer contracts that are expected to be recovered. These costs are capitalized when they relate directly to a contract, generate or enhance resources used to satisfy future performance obligations, and are expected to be recoverable. Deferred contract fulfillment costs are amortized on a systematic basis consistent with the transfer of the related goods or services to the customer and are periodically evaluated for impairment.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist primarily of advance payments for goods and services to be received within one year and other miscellaneous receivables expected to be realized within the normal operating cycle.

Property, plant and equipment

Property and equipment are stated at cost less accumulated depreciation and impairment, if any. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets.

Expenditures for maintenance and repairs are charged to expense as incurred, while major improvements are capitalized.

Intangible assets

Intangible assets consist primarily of acquired software, intellectual property, and other identifiable intangible assets. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful lives. The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Capitalized software development costs

Software development costs incurred during the application development stage of internal-use software are capitalized in accordance with applicable U.S. GAAP. Costs incurred during the preliminary project stage and post-implementation activities are expensed as incurred.

Capitalized software development costs are amortized on a straight-line basis over their estimated useful lives once the related software is placed into service. Management periodically evaluates these assets for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable.

Right-of-use assets

The Company determines whether an arrangement contains a lease at contract inception. Right-of-use assets represent the Company’s right to use an underlying asset over the lease term and are recognized at the commencement date based on the present value of future lease payments.

Other noncurrent assets

Other noncurrent assets consist primarily of deposits and other assets expected to be realized beyond one year.

Contract liabilities

Contract liabilities represent consideration received from customers in advance of satisfying the related performance obligations. Contract liabilities are recognized as revenue as the Company satisfies its contractual performance obligations.

Lease liabilities

Lease liabilities represent the present value of future lease payments over the lease term. Lease liabilities are measured using the discount rate implicit in the lease when readily determinable or the Company’s incremental borrowing rate.

Debt

Debt is recorded at the principal amount outstanding, net of any unamortized discounts or issuance costs. Interest expense is recognized using the effective interest method.

Revenue recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services transfers to the customer in an amount that reflects the consideration the Company expects to receive.

The Company generates revenue primarily from software license arrangements, software maintenance and support services, implementation services, consulting services, and other professional services. The Company evaluates customer contracts to identify performance obligations and allocates the transaction price based on the relative standalone selling prices of each distinct performance obligation. Revenue is recognized either over time or at a point in time depending on the nature of the underlying performance obligation and the pattern in which control transfers to the customer.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates expected to apply in the periods in which those temporary differences reverse.

The Company evaluates the realizability of deferred tax assets and records a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be realized.

Fair value measurements

The Company measures certain financial assets and liabilities at fair value in accordance with ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities, and other short-term financial instruments approximate fair value due to their short-term maturities.

The Company did not have any financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2025 or December 31, 2024.

There were no transfers between Levels 1, 2, or 3 during the years ended December 31, 2025 and 2024.

Concentrations of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits and accounts receivable. The Company maintains cash balances with reputable financial institutions and monitors the creditworthiness of its customers on an ongoing basis.

Recent accounting pronouncements

Management evaluates the impact of newly issued accounting standards and adopts those standards when required. The Company does not expect the adoption of recently issued accounting standards that are not yet effective to have a material impact on its financial statements unless otherwise disclosed.

Note 3 - Prepaid Expenses and Other Current Assets

Prepaid and other current assets consisted of the following:

	December 31, 2025		December 31, 2024
Prepaid Expenses	$	38,811	$	39,247
Receivables from employees (due within 1 year)		10,584		10,370
Advances and deposits		889		-
Recoverable VAT and input tax receivables		7,585		25,419
Income tax receivables		-		19,977
Other		246		-
Total prepaid expenses and other current assets	$	58,115	$	95,013

Note 4 - Property, Plant and Equipment, Net

Property and equipment, net consisted of the following:

	December 31, 2025			December 31, 2024
Equipment	$	3,063		$	3,440
Furniture		25,930			30,363
Other tangible assets		7,706			6,796
Total		36,698			40,599
Accumulated depreciation		(7,706	)		(6,796	)
Property and equipment, net of accumulated depreciation	$	28,993		$	33,802

Depreciation expense was $1,000 and $1,000 for the years ended December 31, 2025 and 2024, respectively.

Note 5 - Intangible Assets

Intangible assets, net, were $1 and $7 as of December 31, 2025 and 2024, respectively. The Company amortizes finite-lived intangible assets over their estimated useful lives and evaluates such assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Note 6 - Capitalized Software Development Costs

Capitalized software development costs consist of costs incurred during the application development stage that qualify for capitalization. Capitalized software development costs are amortized on a straight-line basis over their estimated useful lives of five years once the related software is placed into service. Amortization expense is included in cost of revenues.

Capitalized software development costs consisted of the following:

	December 31, 2025			December 31, 2024
Capitalized software development costs, gross	$	2,691,369		$	2,085,483
Accumulated amortization		(1,042,970	)		(794,173	)
Capitalized software development costs, net	$	1,648,399		$	1,291,310

Amortization expense related to capitalized software development costs was $499,500 and $406,965 for the years ended December 31, 2025 and 2024, respectively.

Note 7 - Deferred Contract Fulfillment Costs

Deferred contract fulfillment costs represent capitalized costs incurred to fulfill customer contracts and are classified as current or noncurrent based on the expected timing of amortization. Management applies judgment in determining whether fulfillment costs are eligible for capitalization and in estimating the period over which such costs are amortized. The Company considers the expected period of benefit associated with the related customer contracts and performance obligations, which is estimated to be approximately five years.

Deferred contract fulfillment costs consisted of the following:

	December 31, 2025		December 31, 2024
Current portion	$	614,968	$	507,368
Non-current portion		1,354,461		1,584,268
Total deferred contract fulfillment costs	$	1,969,429	$	2,091,636

Amortization expense related to deferred contract fulfillment costs was $929,066 and $282,539 for the years ended December 31, 2025 and 2024, respectively.

Note 8 - Debt

The Company’s debt consists primarily of borrowings used to finance its operations. Debt is classified as current or noncurrent based on the contractual repayment terms.

The Company maintains a working capital credit facility with Münchner Bank eG with a borrowing limit of €500,000 (approximately $586,800 as of December 31, 2025). Borrowings under the facility bear interest at 6.75% per annum. The facility is available until further notice, subject to the terms and conditions of the credit agreement. The outstanding balance under the facility was $37,724 and $408,121 as of December 31, 2025 and 2024, respectively.

During 2024, the Company entered into a debt restructuring arrangement under which the outstanding balance approximately $399,000 was forgiven and a portion remained payable under revised repayment terms. During 2025, the Company continued making scheduled repayments in accordance with the agreement, resulting in a reduction of outstanding borrowings as of December 31, 2025. The outstanding balance under the arrangement was $186,797 and $239,280 as of December 31, 2025 and 2024, respectively.

The Company has two loans with Stadtsparkasse München with original principal amounts of €350,000 and €650,000. The €350,000 loan bears interest at 1.815% per annum, requires monthly principal and interest payments, and matures on March 31, 2026. The €650,000 loan bears interest at 2.29% per annum, requires monthly principal and interest payments, and matures on May 30, 2026. The balance of these loans was approximately $99,170 and $297,037 as of December 31, 2025 and 2024, respectively.

Note 9 - Leases

The Company leases office facilities, vehicles, and certain equipment under operating lease agreements. The Company recognizes right-of-use (“ROU”) assets and lease liabilities for its operating leases in accordance with ASC 842, Leases. Lease liabilities are measured at the present value of future lease payments over the lease term, and the related ROU assets are recognized based on the corresponding lease liabilities, adjusted for applicable prepaid lease payments and lease incentives.

Operating lease right-of-use assets and lease liabilities consisted of the following:

	December 31, 2025		December 31, 2024
Operating lease right-of-use assets	$	781,401	$	842,793
Operating lease liabilities - current		321,306		257,445
Operating lease liabilities - non-current		460,095		585,348
Total operating lease liabilities	$	781,401	$	842,793

Note 10 - Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

	December 31, 2025		December 31, 2024
Accounts Payable	$	346,710	$	818,960
Accrued compensation and related expenses		92,835		71,630
Accrued professional fees		11,924		9,844
Other accrued liabilities		100,877		15,526
Total accounts payable and accrued expenses	$	552,345	$	915,959

Note 11 - Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, as described in Note 2. The Company generates revenue primarily from recurring software-as-a-service (“SaaS”) arrangements, including usage, licensing, hosting, operation, maintenance, and support services for media companies. The Company also provides implementation services and customer-specific software development and customization services.

Recurring SaaS revenue is recognized over time as customers simultaneously receive and consume the benefits of the hosted services. Management has concluded that implementation activities do not provide a distinct benefit to customers separate from the underlying SaaS services. Accordingly, implementation fees are recorded as contract liabilities and recognized as revenue over the estimated five-year customer benefit period. Customer-specific software development and customization services are evaluated on a contract-by-contract basis to determine whether revenue is recognized over time or at a point in time, depending on the nature of the underlying performance obligation.

Disaggregation of revenue

Revenue recognized based on contract type consists of the following:

	Year ended December 31, 2025		Year ended December 31, 2024
Media and advertising services	$	9,573,948	$	9,719,050
Software and technology services		-		-
AI and professional services		-		81,226
Total revenue	$	9,573,948	$	9,800,276

Timing of Revenue Recognition

Revenue based on timing of control transferred to the customer consists of the following:

Timing of Revenue Recognition		Year ended December 31, 2025				Year ended December 31, 2024
Performance obligations transferred over time		$	9,573,948			$	9,800,276

Customers may be billed or make payments in advance of the Company satisfying the related performance obligations. Such advance billings and collections are recorded as contract liabilities and recognized as revenue as the related performance obligations are satisfied. Implementation fees are recognized over the estimated five-year customer benefit period.

Contract Balances

Contract liabilities primarily represent implementation fees billed or collected in advance of revenue recognition. These amounts are recognized as revenue over the estimated five-year customer benefit period as the related performance obligations are satisfied.

Contract balances consisted of the following:

	December 31, 2025		December 31, 2024
Current contract liabilities	$	1,802,125	$	1,504,070
Non-current contract liabilities		2,729,874		2,309,239
Total contract liabilities	$	4,531,999	$	3,813,309

Amortization of contract liabilities into revenue was $2,581,317 and $2,139,716 for the years ended December 31, 2025 and 2024, respectively.

Deferred contract fulfillment costs are discussed in Note 7. The change in contract liabilities during the year ended December 31, 2025 primarily reflects new amounts billed or collected in advance of the satisfaction of the related performance obligations, partially offset by amounts recognized as revenue during the year.

Note 12 - Income Taxes

The Company accounts for income taxes in accordance with the accounting policy described in Note 2. Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis and tax basis of assets and liabilities.

Income tax expense consisted of the following:

	December 31, 2025			December 31, 2024
Income tax expense, current	$	105,723		$	8,281
Income tax expense (income), deferred		(5,905	)		17,504
Total income tax expense	$	99,818		$	25,785

The components of net deferred tax assets included in the accompanying balance sheets were as follows:


	December 31, 2025		December 31, 2024
Assets
Contract liabilities		1,494,653		1,257,629
Other deferred tax assets		-		118,574
Total Assets		1,494,653		1,376,203

Liabilities
Capitalized software development costs, net		543,642		425,874
Deferred contract fulfilment costs		649,518		689,822
Total Liabilities		1,193,160		1,115,696
Net Deferred tax assets	$	301,493	$	260,507

Note 13 - Commitments and Contingencies

The Company is party to contractual commitments entered into in the ordinary course of business. During 2025, the Company entered into an agreement with Oracle for cloud computing services with an initial contractual term of twelve months. Under the agreement, the Company committed to purchase €70,000 of Oracle PaaS and IaaS Universal Credits. Costs associated with these services are recognized as incurred in accordance with the Company’s accounting policies.

As of December 31, 2025 and 2024, management is not aware of any pending or threatened litigation, claims, or other contingencies that would require recognition or disclosure in the accompanying financial statements.

Note 14 - Related Party Transactions

During the ordinary course of business, the Company entered into transactions with related parties.

In March 2025, the Company received a request for payment from a customer for liquidated damages arising from the Company’s alleged role in a project delay. Following negotiations, in July 2026, the parties agreed to settle the claim for €150,000, to be paid through a set-off against a combination of existing invoices and future service fees. The Company accrued €150,000 for the claim as of December 31, 2025, which is reflected in contract liabilities.

In 2021, the Company and 4e Sports & Media GmbH jointly founded Contentmarket AI GmbH to support the development of software solutions. Both parties provided financing to Contentmarket AI GmbH, and the Company provided additional funding in subsequent years to support ongoing development activities.

Note 15 - Subsequent Events

Subsequent events have been evaluated through September 16, 2026, which represents the date the financial statements were available to be issued, and no events, other than those discussed below, have occurred through that date that would impact the unaudited, condensed consolidated financial statements.

On June 30, 2026, Brand Engagement Network Inc. (“BEN”) completed its acquisition of 100% of the outstanding equity interests of the Company. The total stated aggregate consideration under the definitive agreement was $19.5 million. For U.S. GAAP accounting purposes, the consideration transferred was measured at its acquisition-date fair value of approximately $13.7 million, consisting of approximately $9.0 million in cash, $4.3 million in the fair value of BEN common stock issued, and $0.4 million of other consideration.

Exhibit 99.2

Cataneo GmbH

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026 and December 31, 2025

	PAGE

Consolidated Balance Sheets	3

Consolidated Statements of Operations and Comprehensive Income (Loss)	4

Consolidated Statements of Changes in Stockholders Deficit	5

Consolidated Statements of Cash Flows	6

Notes to Consolidated Financial Statements	7

Cataneo GmbH

Consolidated Balance Sheets

(Expressed in U.S. Dollars)

	March 31, 2026			December 31, 2025
Assets
Current Assets
Cash and cash equivalents	$	649,104		$	292,049
Accounts receivable, net		668,415			966,666
Deferred contract fulfilment costs		603,545			614,968
Prepaid and other current assets		7,828			58,115
Total Current Assets		1,928,892			1,931,798

Property and equipment, net		32,860			28,993
Intangible assets, net		1			1
Capitalized software development costs, net		1,655,074			1,648,399
Investments		58			59
Right of use asset - operating leases		689,481			781,401
Deferred contract fulfilment costs, non-current		1,178,415			1,354,461
Other non-current assets		2,304			2,347
Deferred tax assets		278,775			301,493
Total Assets	$	5,765,860		$	6,048,952

Liabilities and Stockholders’ Deficit
Accounts payable and accrued expenses	$	477,627		$	552,345
Contract liabilities, current		1,887,650			1,802,125
Lease liability - operating lease, current		316,446			321,306
Short-term debt		121,410			221,394
Income tax payables		101,207			103,748
Other current liabilities		409,008			331,549
Total current liabilities		3,313,348			3,332,467
Contract liabilities, non-current		2,394,670			2,729,874
Lease liability - operating lease, non-current		373,036			460,095
Long-term debt		79,665			102,298
Total Liabilities		6,160,719			6,624,734

Stockholders’ Deficit
Share capital		28,295			28,295
Retained Earnings		(384,941	)		(557,873	)
Accumulated other comprehensive income (loss)		(38,213	)		(46,204	)
Total Stockholders’ Deficit		(394,859	)		(575,782	)
Total Liabilities and Stockholders’ Deficit	$	5,765,860		$	6,048,952

Cataneo GmbH

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in U.S. Dollars)

	For the Three Months Ended March 31,
	2026			2025
Revenue	$	2,501,482		$	2,416,649
Cost of revenues		(1,266,348	)		(1,223,598	)
Gross profit		1,235,134			1,193,051

Operating expenses:
Selling, general and administrative expenses		(684,982	)		(703,371	)
Research and development expenses		(327,205	)		(272,127	)
Total operating expenses		(1,012,187	)		(975,498	)
Income from operations		222,947			217,553

Other (expense) income:
Interest expense		(478	)		(5,672	)
Other income (expenses), net		(30,652	)		(62,648	)
Total other expense, net		(31,130	)		(68,320	)
Income before taxes		191,817			149,233

Income tax expense		(18,883	)		70,492
Net income		172,934			219,725
Net income attributable to:
Parent		172,934			219,725
Noncontrolling interests		-			-
Other comprehensive income (loss):
Foreign currency translation adjustment		7,991			(24,266	)
Comprehensive income		180,925			195,459

Cataneo GmbH

Statements of Changes in Stockholders’ Deficit

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. Dollars)

	Share		Retained			Accumulated Other Comprehensive Income			Total Stockholders’
	Capital		Earnings			(or Loss)			Equity
Balance Dec 31, 2024		28,295		(760,189	)		38,835			(693,059	)
Net Income/(loss) (attributable to parent)				219,725			-			219,725
Foreign currency translation							(24,266	)		(24,266	)
Balance Mar 31, 2025		28,295		(540,464	)		14,569			(497,600	)

Balance Dec 31, 2025		28,295		(557,873	)		(46,204	)		(575,782	)
Net Income				172,934						172,934
Foreign currency translation							7,991			7,991
Balance, Mar 31,2026	$	28,295	$	(384,939	)	$	(38,213	)	$	(394,857	)

Cataneo GmbH

Statements of Cash Flows

(Expressed in U.S. Dollars)

	For the Three Months Ended March 31,
	2026			2025
Cash flows from Operating Activities:
Net Income	$	172,934		$	219,725
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		139,484			117,017
Allowance for uncollected receivables		-			-
Loss on debt extinguishment		-			-
Amortization of right-to-use asset		91,920			66,328
Gain/loss sale of PPE/intangibles		-			-
Changes in current assets and current liabilities:
Accounts receivable		402,995			251,298
Other non-current assets		187,513			80,706
Deferred tax assets		20,517			(297,445	)
Prepaid and other assets		50,287			59,752
Accounts payable and accrued expenses		(179,462	)		(494,522	)
Contract liabilities		(249,679	)		1,144,992
Lease liability-current		(4,860	)		(34,891	)
Other current liabilities		74,918			(54,470	)
Other non-current liabilities		-			-
Lease liability-non-current		(87,059	)		(31,437	)
Deferred tax liabilities		2,201			32,450
Net cash provided by operating activities		621,709			1,059,503

Cash flows from Investing Activities:
Purchase of property and equipment		(3,867	)		(1,931	)
Purchase of intangible asset		(146,159	)		(209,265	)
Purchase of subsidiaries, net of cash acquired		-			(379,207	)
Net cash used in investing activities		(150,026	)		(590,403	)

Cash flows from Financing Activities:
Proceeds from loans		(99,984	)		(321,553	)
Repayment of loans		(22,633	)		13,982
Net cash used in financing activities		(122,617	)		(307,571	)

Net change in cash		349,066			161,529
Cumulative translation adjustment		7,989			(11,948	)
Cash, beginning of the period		292,049			85,337
Cash, end of the period	$	649,104		$	234,918

Cataneo GmbH

Notes to the Financial Statements

Note 1 - Organization and Description of Business

Note 2 - Significant Accounting Policies

Basis of presentation

Basis of consolidation

The accompanying consolidated financial statements include the accounts of Cataneo GmbH and its wholly-owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

Foreign currency translation

Translation adjustments resulting from the process are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity.

Cash and cash equivalents

Accounts receivable, net

Accounts receivable are recorded at the invoiced amount and are presented net of an allowance for expected credit losses. The Company evaluates the collectibility of accounts receivable using historical collection experience, customer-specific risk factors, current economic conditions, and reasonable and supportable forecasts in accordance with the current expected credit loss (“CECL”) model. Amounts determined to be uncollectible are written off when all collection efforts have been exhausted. During the three months ended March 31, 2026, the Company did not record any expense related to uncollectible accounts receivable.

Advertising costs

Advertising costs are expensed as incurred. Advertising costs were $12,750 and $9,130 for the three months ended March 31, 2026 and 2025, respectively.

Deferred contract fulfillment costs

Prepaid expenses and other current assets

Property, plant and equipment

Expenditures for maintenance and repairs are charged to expense as incurred, while major improvements are capitalized.

Intangible assets

Capitalized software development costs

Right-of-use assets

Other noncurrent assets

Other noncurrent assets consist primarily of deposits and other assets expected to be realized beyond one year.

Contract liabilities

Lease liabilities

Debt

Debt is recorded at the principal amount outstanding, net of any unamortized discounts or issuance costs. Interest expense is recognized using the effective interest method.

Revenue recognition

Income Taxes

The Company evaluates the realizability of deferred tax assets and records a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be realized.

Fair value measurements

The Company did not have any financial assets or liabilities measured at fair value on a recurring basis as of March 31, 2026 or December 31, 2025.

There were no transfers between Levels 1, 2, or 3 during the three months ended March 31, 2026 and 2025.

Concentrations of credit risk

Recent accounting pronouncements

Note 3 - Prepaid Expenses and Other Current Assets

Prepaid and other current assets consisted of the following:

	March 31, 2026		December 31, 2025
Prepaid Expenses	$	-	$	38,811
Receivables from employees (due within 1 year)		-		10,584
Advances and deposits		979		889
Other		2,287		246
Recoverable VAT and input tax receivables		3,771		7,585
Income tax receivable		791		-
Total prepaid expenses and other current assets	$	7,828	$	58,115

Note 4 - Property, Plant and Equipment, Net

Property and equipment, net consisted of the following:

	March 31, 2026			December 31, 2025
Equipment	$	-		$	3,063
Furniture		-			25,930
Other tangible assets		303,002			7,706
Total		303,002			36,698
Accumulated depreciation and amortization		(270,142	)		(7,706	)
Property and equipment, net of accumulated depreciation and amortization	$	32,860		$	28,993

Depreciation expense was $10,618 and $275,305 for the three months ended March 31, 2026 and 2025, respectively.

Note 5 - Intangible Assets

Intangible assets, net, were $1 and $1 as of March 31, 2026 and December 31, 2025, respectively. The Company amortizes finite-lived intangible assets over their estimated useful lives and evaluates such assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Note 6 - Capitalized Software Development Costs

Capitalized software development costs consist of costs incurred during the application development stage that qualify for capitalization. Capitalized software development costs are amortized on a straight-line basis over an estimated useful life of five years once the related software is placed into service.

	March 31, 2026			December 31, 2025
Capitalized software development costs, gross	$	2,723,729		$	2,691,369
Accumulated amortization		(1,068,655	)		(1,042,970	)
Capitalized software development costs, net	$	1,655,074		$	1,648,399

Amortization expense related to capitalized software development costs was $139,490 and $248,797 for the three months ended March 31, 2026 and 2025, respectively.

Note 7 - Deferred Contract Fulfillment Costs

Deferred contract fulfillment costs represent capitalized costs incurred to fulfill customer contracts and are classified as current or noncurrent based on the expected timing of amortization.

Deferred contract fulfillment costs consisted of the following:

	March 31, 2026		December 31, 2025
Current portion	$	603,545	$	614,968
Non-current portion		1,178,415		1,354,461
Total	$	1,781,960	$	1,969,429

Amortization expense related to deferred contract fulfillment costs was $153,283 and $110,655 for the three months ended March 31, 2026 and 2025, respectively.

Note 8 - Debt

The Company’s debt consists primarily of borrowings used to finance its operations. Debt is classified as current or noncurrent based on the contractual repayment terms.

The Company maintains a working capital credit facility with Münchner Bank eG with a borrowing limit of €500,000. Borrowings under the facility bear interest at 6.75% per annum. The facility is available until further notice, subject to the terms and conditions of the credit agreement.

During 2024, the Company entered into a debt restructuring arrangement under which a portion of outstanding debt was forgiven and a portion remained payable under revised repayment terms. During 2025 and the three months ended March 31, 2026, the Company continued making scheduled repayments in accordance with the agreement, resulting in a reduction of outstanding borrowings as of March 31, 2026.

The Company has two loans with Stadtsparkasse München with original principal amounts of €350,000 and €650,000. The €350,000 loan bore interest at 1.815% per annum, required monthly principal and interest payments, and was fully repaid as scheduled on March 31, 2026. The €650,000 loan bears interest at 2.29% per annum, requires monthly principal and interest payments, and matures on May 30, 2026.

Note 9 - Leases

Operating lease assets and liabilities consisted of the following:

	March 31, 2026		December 31, 2025
Operating lease right-of-use assets	$	689,481	$	781,401
Operating lease liabilities - current		316,446		321,306
Operating lease liabilities - non-current		373,035		460,095
Total operating lease liabilities	$	689,481	$	781,401

Note 10 - Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

	March 31, 2026		December 31, 2025
Accounts Payable	$	348,465	$	346,710
Accrued compensation and related expenses		-		92,835
Accrued professional fees		-		11,924
Other accrued liabilities		129,162		100,877
Total accounts payable and accrued expenses	$	477,627	$	552,345

Note 11 - Revenue Recognition

Disaggregation of revenue

Revenue recognized based on contract type consists of the following:

	March 31, 2026		March 31, 2025
Media and advertising services		2,501,482		2,416,649
Software and technology services	$	-	$	-
AI and professional services		-		-
Total revenue	$	2,501,482	$	2,416,649

Timing of Revenue Recognition

Revenue based on timing of control transferred to the customer consists of the following:

Timing of Revenue Recognition		March 31, 2026				March 31, 2025
Performance obligations transferred over time		$	2,501,482			$	2,416,649

Contract Balances

Contract liabilities primarily represent implementation fees billed or collected in advance of revenue recognition. These amounts are recognized as revenue over the estimated customer benefit period as the related performance obligations are satisfied.

Contract balances consisted of the following:

	March 31, 2026		December 31, 2025
Current contract liabilities		1,887,650		1,802,125
Noncurrent contract liabilities		2,394,670		2,729,874
Total contract liabilities	$	4,282,320	$	4,531,998

Deferred contract fulfillment costs are discussed in Note 7. The change in contract liabilities during the three months ended March 31, 2026 primarily reflects implementation fees billed or collected in advance of the satisfaction of the related performance obligations, partially offset by amounts recognized as revenue during the period.

Note 12 - Income Taxes

The components of net deferred tax assets included in the accompanying balance sheets were as follows:

	March 31, 2026		December 31, 2025
Assets
Lease liability - operating lease, current	$	40,666	$	-
Lease liability - operating lease, non-current		47,940		-
Contract liabilities		456,174		1,494,693
Contract liabilities, non-current		-		-
Other deferred tax assets		279,838		-
Total deferred tax assets		824,618		1,494,693

Liabilities
Right of use asset - operating leases		91,203		-
Capitalized software development costs, net		218,928		543,642
Deferred contract fulfillment costs		235,713		649,518
Deferred contract fulfillment costs, non-current		-		-
Total deferred tax liabilities		545,843		1,193,160
Net deferred tax asset (liability)	$	278,775	$	301,493

Note 13 - Commitments and Contingencies

The Company is party to contractual commitments entered into in the ordinary course of business. During 2025, the Company entered into an agreement with Oracle for cloud computing services with an initial contractual term of 12 months. Under the agreement, the Company is committed to purchasing Oracle Cloud service credits, which are billed quarterly in advance. Costs associated with these services are recognized as incurred in accordance with the Company’s accounting policies.

As of March 31, 2026 and December 31, 2025, management is not aware of any pending or threatened litigation, claims, or other contingencies that would require recognition or disclosure in the accompanying financial statements.

Note 14 - Related Party Transactions

During the ordinary course of business, the Company entered into transactions with related parties.

During 2024, the Company entered into an agreement with 4e Sports & Media GmbH to acquire a portion of 4e Sports’ outstanding loan receivable from Contentmarket AI GmbH. Under the agreement, the remaining portion of the loan and related accrued interest were waived by 4e Sports & Media GmbH, and the Company agreed to repay the acquired portion through scheduled installment payments extending through 2028. Management believes these transactions were conducted in accordance with the terms of the related agreements.

Note 15 - Subsequent Events

Subsequent events have been evaluated through September 16, 2026, which represents the date the financial statements were available to be issued, and no events have occurred through that date that would require recognition or disclosure in the unaudited, condensed consolidated financial statements.

Exhibit 99.3

Summary of Transaction

On June 30, 2026 (the “Acquisition Date”), Brand Engagement Network Inc. (“the Company”) completed its acquisition of Cataneo GmbH (“Cataneo”). The Company acquired all of the outstanding shares of the Cataneo based on the Share Purchase and Transfer Agreement (“SPA”). The aggregate consideration paid by the Company for the acquisition involved issuing shares and transfer of cash to the shareholders.

The acquisition of Cataneo was determined to constitute a business combination in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”) under generally accepted accounting principles in the United States (“GAAP”).

Pro Forma Information

The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended by the final rule, Release No.33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and have been adjusted to include estimated transaction accounting adjustments which give effect to the Cataneo Acquisition and the application of the acquisition method of accounting under GAAP. Under the acquisition method of accounting, the preliminary purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with any excess purchase price allocated to goodwill. The pro forma adjustments are based on preliminary estimates and currently available information and assumptions that Brand Engagement Network Inc’s management believes are reasonable. The notes to the unaudited pro forma condensed combined financial statements provide a discussion of how such adjustments were derived and presented in the unaudited pro forma condensed combined financial statements (“Acquisition Adjustments”). Changes in facts and circumstances or discovery of new information may result in revised estimates. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The accompanying unaudited pro forma condensed combined statements of operations for the three month ended March 31, 2026 and for the year ended December 31, 2025 combine the historical consolidated statements of operations for Brand Engagement Network Inc and the historical statements of operations for Cataneo for the same period.

The unaudited pro forma condensed combined statements of operations for the three month ended March 31, 2026 and for the year ended December 31, 2025 give effect to the Acquisition as if it occurred on January 1, 2025.

The unaudited pro forma condensed combined financial statements are for illustrative and informational purposes only and are not intended to represent what Brand Engagement Network Inc’s results of operations or financial position would have been had the Acquisition occurred on the dates indicated, or what they will be for any future periods. The unaudited pro forma condensed combined financial statements do not reflect the realization of any expected cost savings, other synergies as a result of the acquisition, or integration costs.

The unaudited pro forma condensed combined financial statements and related notes have been derived from, and should be read in conjunction with:

(i) the historical audited consolidated financial statements of Brand Engagement Network Inc and accompanying notes included in Brand Engagement Network Inc’s Quarterly Report on Form 10-Q for the three month ended March 31, 2026, and Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on May [ ], 2026 and on February [ ], 2026 respectively;

(ii) the historical financial statements of Cataneo and accompanying notes for the three month ended March 31, 2026 and year ended December 31, 2025, appearing within this Current Report on Form 8-K/A as Exhibit 99.1; and

BRAND ENGAGEMENT NETWORK, INC.

Unaudited Pro Forma Condensed Combined

Statement of Operations

for the three-month ended March 31, 2026 and year ended December 31, 2025

	BEN March 31, 2026			Cataneo March 31, 2026			Transaction Adjustments			Note Ref		Pro Forma Combined
							(Note 5)
Revenue	$	104,311		$	2,501,482		$	-				$	2,605,793
Cost of goods sold		-			(1,266,348	)							(1,266,348	)
Gross profit		104,311			1,235,134								1,339,445
Operating expenses
General and administrative expenses		(2,363,904	)		(684,982	)		(876,274	)		4A		(3,925,160	)
Research and development		(26,944	)		(327,205	)							(354,149	)
Advertising and marketing expenses
Impairment of deferred customer acquisition costs													-
Depreciation and amortization		(1,047,411	)					(110,508	)		4B		(1,157,919	)
Total costs and expenses		(3,438,259	)		(1,012,187	)		(986,782	)				(5,437,228	)

Gain (Loss) from operations		(3,333,948	)		222,947			(986,782	)				(4,097,783	)

Other income (expense):
Interest income					-
Interest expense, net		(57,607	)		(478	)		-					(58,085	)
Change in fair value of warrant liabilities		294,293			-			-					294,293
Gain (loss) on debt extinguishment		89,340			-			-					89,340
Other income (expense), net		(6,066	)		(30,652	)							(36,718	)
Total other income, net		319,960			(31,130	)		-					288,830

Income (Loss) before income tax benefit		(3,013,988	)		191,817			(986,782	)				(3,808,953	)
Income tax benefit (expense)		(46,989	)		(18,883	)							(65,872	)

Net income (loss)	$	(3,060,977	)	$	172,934		$	(986,782	)			$	(3,874,825	)

Net income (loss) per common share, basic and diluted	$	(0.51	)		-			-				$	(0.60	)
Weighted average number of common shares outstanding, basic and diluted		5,967,831			-			485,158			4C		6,452,989

	BEN December 31, 2025			Cataneo December 31, 2025			Transaction Adjustments			Note Ref		Pro Forma Combined
							(Note 5)
Revenue	$	275,120		$	9,573,948		$	-				$	9,849,068
Cost of goods sold		-			(4,876,671	)							(4,876,671	)
Gross profit		275,120			4,697,277								4,972,397
Operating expenses													-
General and administrative expenses		(8,872,915	)		(2,760,916	)		(876,274	)		4A		(12,510,105	)
Research and development		(162,973	)		(1,210,296	)							(1,373,269	)
Advertising and marketing expenses		-											-
Impairment of deferred customer acquisition costs		-											-
Depreciation and amortization		(3,865,381	)					(442,033	)		4B		(4,307,414	)
Total costs and expenses		(12,901,269	)		(3,971,212	)		(1,318,307	)				(18,190,788	)

Gain (Loss) from operations		(12,626,149	)		726,065			(1,318,307	)				(13,218,391	)

Other income (expense):
Interest income		-			1								1
Interest expense, net		(410,460	)		(22,564	)		-					(433,024	)
Change in fair value of warrant liabilities		197,292			-			-					197,292
Gain (loss) on debt extinguishment		4,191,074			-			-					4,191,074
FX exchange gain (loss)		-			-								-
Other income (expense), net		22,808			(401,368	)							(378,560	)
Total other income (expense), net		4,000,714			(423,931	)							3,576,783

Income (Loss) before income tax benefit		(8,625,435	)		302,134			(1,318,307	)				(9,641,608	)
Income tax benefit (expense)		-			(99,818	)							(99,818	)

Net income (loss)	$	(8,625,435	)	$	202,316		$	(1,318,307	)			$	(9,741,426	)

Net income (loss) per common share, basic and diluted	$	(1.97	)		-			-				$	(2.00	)
Weighted average number of common shares outstanding, basic and diluted		4,375,328			-			485,158			4C		4,860,486

BRAND ENGAGEMENT NETWORK, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Description of Cataneo Acquisition

On June 30, 2026 (the “Acquisition Date”), Brand Engagement Network Inc. (“the Company”) through it’s wholly owned subsidiary GForce 112 GmbH completed its acquisition of Cataneo GmbH (“Cataneo”). The Company acquired all of the outstanding shares of the Cataneo based on the Share Purchase and Transfer Agreement (“SPA”). The aggregate consideration paid by the Company for the acquisition involved issuing shares and transfer of cash to the shareholders.

Note 2 – Basis of Presentation

The Cataneo Acquisition is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of ASC 805, Business Combinations, (“ASC 805”) which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

Brand Engagement Network and Cataneo’s historical financial statements were prepared in accordance with US GAAP. Based on an analysis of Brand Engagement Network and Cataneo’s significant accounting policies, the Company has not identified any material differences in accounting policies that would have an impact on the unaudited pro forma condensed combined financial statements. As a result, the unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies.

The pro forma adjustments presented in this unaudited pro forma condensed combined financial information represent management’s estimates based on information available as of the date of this Form 8-K and such estimates are subject to revision as further information is obtained. Accordingly, the pro forma adjustments for the Cataneo Acquisition are preliminary and subject to further adjustment as additional information becomes available and the various analysis and other valuations are performed. Any adjustments may have a significant effect on total assets, total liabilities, total equity, operating expenses, and depreciation and amortization expenses, and such results may be significant.

The assumptions underlying the pro forma adjustments are described in the accompanying notes to this unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information may not be indicative of Brand Engagement Network’s future performance and does not necessarily reflect what Brand Engagement Network’s financial position and results of operations would have been had these transactions occurred at the beginning of the period presented.

Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Brand Engagement Network following the completion of the Cataneo Acquisition. Additionally, the unaudited pro forma condensed combined financial information does not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the Cataneo Acquisition, nor does it reflect any costs or expenditures that may be required to achieve any possible synergies.

Brand Engagement Network will finalize the accounting for the acquisition as soon as practicable within the measurement period, but in no event later than one year from the acquisition date, in accordance with ASC 805.

The functional currency of Cataneo is Euro, being the currency of the primary economic environment in which it operates, consequently, the financial statements have been translated to US dollar for the purpose of consolidation.

Note 3 – Preliminary Purchase Price Allocation

Preliminary Purchase Consideration

The estimated fair value of the consideration transferred is $13.7 million, and is comprised of the following components:

Purchase consideration:
Fair value of common stock consideration	$	4,363,290
Cash		9,000,043
Deferred Consideration		341,190
Total fair value of consideration transferred	$	13,704,522

Fair value of common stock consideration: Represents 255,014 shares of Brand Engagement Network restricted common stock equal to $4.4 million based on the stock price on June 30, 2026.

Preliminary Estimates of Fair Value

The following table summarizes the tangible and identifiable intangible assets acquired, and liabilities assumed used to prepare pro forma adjustments in the unaudited pro forma condensed combined statements of operations:

Purchase consideration:
Fair value of common stock consideration	$	4,363,290
Cash		9,000,043
Deferred Consideration		341,190
Total fair value of consideration transferred		13,704,522

Identifiable Assets Acquired and liabilities assumed
Cash and cash equivalents		678,367
Accounts receivable, net		668,415
Deferred contract fulfilment costs		5,292
Prepaid and other current assets		7,828
Property and equipment, net		32,860
Intangible assets, net		896,236
Capitalized software development costs, net		2,969,005
Investments		58
Right of use asset (Op.L)		689,481
Deferred contract fulfilment costs, non-current		159,896
Other non-current assets		2,304
Accounts payable and accrued expenses		(477,626	)
Contract liabilities, current		(759,645	)
Lease liability (Op.L), current		(316,446	)
Short-term debt		(121,410	)
Income tax payables		(101,207	)
Other current libilites		(409,008	)
Contract liabilities, non-current		(474,255	)
Lease liability (Op.L), non-current		(373,036	)
Long-term debt		(79,665	)
Deferred tax liabilities		(820,407	)
Net identifiable assets acquired		2,177,037
Goodwill		11,527,486
Net assets acquired	$	13,704,523

The final estimates of fair value will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary calculation used in the pro forma adjustments. The final estimates of fair value may include (i) changes in allocations to intangible assets including goodwill, (ii) other changes to assets and liabilities, and (iii) changes to the assessment of tax positions and tax rates.

Intangible Assets

Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consist of the following :

	Approximate		Useful life
Customer relationships	$	896,236	5 years
Capitalized software		2,969,005	5 years
Total intangible assets	$	3,865,241

The amortization related to the identifiable intangible assets is reflected as an Acquisition Adjustment in the unaudited pro forma condensed combined statements of operations based on the estimated useful lives above as further described in Note 4. The fair values of the identifiable intangible assets are preliminary and are based on Management’s estimates as of the Closing Date. The Company applied judgment in estimating the fair value of these intangibles which involved the use of significant assumptions with respect to revenue forecasts, revenue growth, attrition rates, royalty rates, discount rates, and economic lives.

Note 4 – Acquisition Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

(a) Reflects an adjustment for transaction costs incurred in connection with the acquisition that are not reflected in the historical financial statements.

(b) Reflects the recognition of pro forma amortization expense of approximately $0.1 million and $0.4 million for the three months ended 31 March, 2026 and the year ended December 31, 2025 respectively related to the definite-lived intangible assets identified in the preliminary purchase price allocation, consisting of customer relationships with an estimated useful life of 60 months and software with an estimated useful life of 60 months.

(c) Reflects the adjustment to the weighted-average number of common shares outstanding for the BEN common shares issued as consideration in connection with the acquisition of Cataneo, assuming such shares were outstanding as of the beginning of the earliest period presented.

Source: View Original Filing on SEC EDGAR

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Brand Engagement Network details $13.7M Cataneo deal

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