false
0001838163
0001838163
2026-05-11
2026-05-11
0001838163
BNAI:CommonStockParValue0.0001PerShareMember
2026-05-11
2026-05-11
0001838163
BNAI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
2026-05-11
2026-05-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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): May 11, 2026 (May 7, 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: (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 $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.
Item
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed by Brand Engagement Network Inc. (the “Company”) on April 22,
2026, the Company entered into a letter agreement with HighTide Energy, Inc. d/b/a Accelevate Solutions (“Accelevate”) regarding
a strategic investment and commercial collaboration (the “Letter Agreement”).
On May 7, 2026, following the successful completion
of due diligence, entered into two
definitive Reseller Agreements (the “Commercial Agreements”) with Accelevate.
Commercial
and Reseller Agreements
The
Company executed two definitive Reseller Agreements with Accelevate. These agreements significantly expand the Company’s footprint
in Latin America. Through its subsidiary Grupo SKYE, S.A. de C.V., the Company secured exclusive rights for the Mexico territory
for an initial term of five (5) years. Additionally, through its subsidiary
Skye AI USA, LLC, the Company entered into a global reseller agreement (excluding Mexico and Latin America) for its AI-driven engagement
and media technology.
Under
the terms of these agreements, the licensor of the respective technology is entitled to 35% of the gross revenue (excluding hardware)
generated from such sales. The agreements also establish a joint Pricing Committee and include standard provisions for indemnification
and confidentiality.
The
foregoing description of the Commercial Agreements does not purport to be complete and is qualified in its entirety by reference to the
redacted text of the Agreement, a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation
S-K and certain schedules and exhibits omitted in accordance with Item 601(b)(2) of Regulation S-K) as Exhibits 10.2 and 10.3 hereto
and incorporated by reference herein.
Strategic
Investment
Pursuant
to the Letter Agreement, the Company will enter into a strategic investment of $1,000,000 in Accelevate (the “Investment”)
based on a pre-money valuation of $8,000,000. At closing, the Company will be granted from Accelevate (i) one-year warrants providing
100% coverage exercisable at a strike price based on a $10,000,000 company valuation if exercised within six months of the closing date,
and $12,500,000 company valuation thereafter; (ii) the right to appoint one member to Accelevate’s Board of Directors; and (iii)
a right of first refusal to acquire Accelevate on the same terms as any bona fide third-party offer.
Item
7.01 Regulation FD Disclosure.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| ● |
10.1 | Letter Agreement dated April 21, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 22, 2026). |
| ● |
10.2 |
Reseller Agreement (USA/Global), dated May 7, 2026. |
| ● |
10.3 |
Reseller Agreement (Mexico/LATAM), dated May 7, 2026. |
| ● |
99.1 |
Press Release, dated April 22, 2026. |
| ● |
104 |
Cover Page Interactive Data File (Inline XBRL). |
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:
May 11, 2026 |
By: |
/s/
Tyler Luck |
| |
Name: |
Tyler
Luck |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Brand
Engagement Network Expands into Fleet Operations with Accelevate Investment and BEN’s Newly Granted Patent
Advancing
real-time AI execution across commercial fleet systems and establishing a new in-vehicle enterprise engagement channel
WILMINGTON,
Del., April 22, 2026 /PRNewswire/ — Brand Engagement Network, Inc. (NASDAQ: BNAI) (“BEN” or the “Company”)
today announced a strategic investment and commercial collaboration with HighTide Energy, Inc., doing business as Accelevate Solutions
(“Accelevate”). The initiative focuses on advancing artificial intelligence in live fleet operations and extending BEN’s
capabilities to connect human intent with real-time system execution.
BEN
has entered a binding term sheet and expects to invest up to $1,000,000, including an initial payment of $250,000 to support commercialization
and deployment, and a second installment of $750,000 upon the parties’ completion of mutual reseller agreements.
The
collaboration pairs Accelevate’s fleet AI-powered infrastructure with BEN’s AI technology. Accelevate provides ‘digital
intelligence from fleet operating environments, including vehicle fuel and powertrain systems, route conditions, in-route performance,
and passenger touchpoints. Industry data shows fleets using telematics (including advanced fleet analytics & modeling solutions)
and driver coaching tools have achieved up to a 40% reduction in collision rates, highlighting the impact of real-time training and guidance
within fleet operations (1).
BEN’s
technology enables fleet operators to engage with drivers, support hands-free interaction, and deliver real-time guidance, training,
and compliance-related messaging directly within the vehicle. By operating inside live fleet environments, BEN’s AI can reinforce
safe driving behaviors, provide situational guidance, and support driver decision-making as conditions change. This integration also
establishes a direct, in-vehicle communication channel with drivers, creating a real-time engagement layer that connects enterprise systems
to a distributed workforce in daily operations.
This
collaboration positions BEN to enter the commercial fleet market, a sector representing billions in annual technology spend across routing,
compliance, training, and safety operations, and creates a new channel for enterprise engagement and recurring revenue opportunities.
BEN
was recently granted U.S. Patent No. 12,581,163, titled “Systems and Methods for Delivering User-Specific Messages.” The
patent supports BEN’s ability to interpret intent, process live data, and trigger actions across connected systems in dynamic environments,
enabling use cases such as updating passenger information, assisting operators, and coordinating activity across in-vehicle tools.
Fleet
operations rely on continuous data flow and coordination across multiple systems. According to data from the International Energy
Agency and related industry analyses, more than 1.5 billion vehicles are on the road globally, with fleet operations representing a significant
and growing part of transportation infrastructure (2). Accelevate develops systems for routing, tracking, onboard sensors,
passenger counting, and contactless access. Its platform integrates with partners such as MyRadar and is available on the Geotab Marketplace,
providing real-time environmental and vehicle data. BEN’s technology brings these inputs together to support real-time decision-making
across fleet operations.
“Fleet
operations are where AI moves from insight into action,” said Tyler Luck, Chief Executive Officer of BEN. “Our newly secured
patent enables AI to interpret real-time conditions and coordinate actions across systems. This is about embedding AI inside live environments
where it can drive decisions and outcomes.”
“Transportation
systems demand constant coordination and increasingly complex decision-making across vehicles, passengers, and infrastructure,”
said Charles Maury, Chief Executive Officer and Chief Technology Officer of Accelevate Solutions. “By integrating our technology
with BEN’s AI, we are advancing automated decision intelligence using sophisticated models to simulate and optimize operations,
procurement strategies, and fleet right-sizing in real time.”
About
Brand Engagement Network, Inc.
Brand
Engagement Network, Inc. (“BEN”) builds secure, enterprise-grade artificial intelligence for the engagement layer of AI,
where people interact with systems and actions occur. Powered by BEN’s proprietary Engagement Language Model (ELM™), BEN’s
technology enables conversational AI interactions that connect human intent to organizational data, workflows, and real-world outcomes.
BEN’s AI operates within secure closed-loop environments using approved organizational data and built-in governance and compliance
controls. Trusted by organizations operating in regulated and high-impact industries, BEN helps bring AI into real operational settings
where engagement drives outcomes and accountability matters. For more information, visit www.brandengagementnetwork.com.
About
Accelevate Solutions
Accelevate
Solutions, a division of HighTide Energy, Inc., is redefining commercial transportation through the automation of fleet decision intelligence.
Accelevate has developed advanced AI models that continuously analyze and optimize core functions—including operations, procurement,
and fleet right-sizing—turning complex data into real-time, actionable outcomes. The platform enables transportation operators
to increase asset-contribution margins, growing top-line revenues while minimizing costs to deliver, turning fleets into intelligence-driven
systems that scale efficiently across passenger and supply chain networks. For more information, visit www.accelevatesolutions.com.
Media
Contact: amy@beninc.ai
Investor Relations: investors@beninc.ai
(1)
Source: Geotab, State of Commercial Transportation Report (2024)
(2) Source: International Energy Agency (IEA), Global EV Outlook and related mobility data
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the proposed investment and related activities. These statements are based on current expectations and are subject
to risks and uncertainties that could cause actual results to differ materially, including the ability to complete due diligence, finalize
definitive agreements, and implement the anticipated collaboration. Words such as “may,” “will,” “expect,”
“intend,” and similar expressions are intended to identify forward-looking statements. Additional information regarding these
and other risks is included in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation
to update these statements except as required by law.
