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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 5, 2026 (January 20, 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
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
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: (650) 714-2747
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 $11.50 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
This
Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2026 to announce the
closing of the partnership with Valio Technologies (Pty) Ltd.
Item 8.01.
Other Events
On
March 4, 2026, Brand Engagement Network, Inc. (“BEN” or the “Company”) completed the closing of its previously
disclosed AI licensing partnership in Africa, originally announced on January 21, 2026.
The
transaction includes a $2.050 million AI licensing agreement and establishes Skye Africa Intelligence Pty Ltd as the operating entity
responsible for deploying BEN’s conversational AI technologies in select African markets. The partnership was formed with Valio
Technologies (Pty) Ltd, a technology company headquartered in Johannesburg, South Africa.
As
part of the closing, Tyler Luck, Chief Executive Officer and Co-Founder of the Company, has been appointed to the Board of Directors
of Skye Africa Intelligence Pty Ltd on behalf of the Company.
The
foregoing description of the arrangement does not purport to be complete and is qualified in its entirety by the terms of the definitive
agreement.
Forward-Looking
Statements
Certain
disclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements reflect, among other things, the Company’s current expectations, assumptions, plans, strategies,
and anticipated results. When used in this discussion, the words “anticipate,” “assume,” “believe,”
“budget,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,”
“will,” “future” and the negative of these or similar terms and phrases are intended to identify forward-looking
statements in this report. Forward-looking statements reflect the Company’s current expectations regarding future events, results
or outcomes. These expectations may or may not be realized. Although the Company believes the expectations reflected in the forward-looking
statements are reasonable, the Company can give you no assurance these expectations will prove to have been correct. Some of these expectations
may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially
from the Company’s expectations due to a variety of known and unknown risks, uncertainties and other factors. There are a number
of risks, uncertainties and conditions that may cause the Company’s actual results to differ materially from those expressed or
implied by these forward-looking statements, including the risk factors described in Part I, Item 1A of Risk Factors in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2024 and the other risk factors identified from time to time in the Company’s
other filings with the Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s
website at http://www.sec.gov. Many of these circumstances are beyond the Company’s ability to control or predict. These forward-looking
statements necessarily involve assumptions on the Company’s part. Furthermore, undue reliance should not be placed on forward-looking
statements, which are based on the information currently available to the Company and speak only as of the date they are made. The Company
disclaims any intention or obligation to update or revise publicly any forward-looking statements.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 thereunto duly authorized.
| |
Brand
Engagement Network Inc. |
| |
|
|
| Dated:
March 5, 2026 |
By: |
/s/
Walid Khiari |
| |
Name: |
Tyler
Luck |
| |
Title: |
Chiefl
Officer |
