What revenue share is Brand Engagement Network (BNAI) obligated to pay in the Accelevate agreement?

Under the Reseller Agreement, the licensor of the technology is entitled to 35% of gross revenue, excluding hardware, generated from covered sales. This means a defined share of non-hardware revenue flows to the licensor as Brand Engagement Network grows sales in Africa.

Brand Engagement Network (BNAI) secures 5-year exclusive Africa reseller pact with Accelevate

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Brand Engagement Network Inc. entered into a definitive Reseller Agreement with HighTide Energy, Inc. d/b/a Accelevate Solutions for a strategic commercial collaboration in Africa. Through its subsidiary SKYE AI USA, LLC, the company obtained exclusive rights across the entire African continent for an initial five-year term.

Exclusivity can be renewed annually if minimum revenue thresholds are met, tying long-term access to performance. The licensor of the technology is entitled to 35% of gross revenue from related sales, excluding hardware, and the parties will operate under a joint Pricing Committee with standard indemnification and confidentiality provisions.

Insights

Brand Engagement Network secures exclusive African reseller rights with a performance-based revenue share.

Brand Engagement Network Inc. has moved from a prior letter agreement to a definitive Reseller Agreement with Accelevate, granting its SKYE AI USA, LLC subsidiary exclusive rights across Africa for five years. This formalizes a strategic push into a large new geographic market.

The deal links continued exclusivity to annual minimum revenue thresholds, so execution and sales traction will determine how long exclusivity lasts. A 35% share of gross revenue, excluding hardware, is payable to the technology licensor, aligning incentives but also setting a clear cost of sales structure for this channel.

A joint Pricing Committee and standard indemnification and confidentiality provisions help coordinate commercial decisions and manage contractual risk. Subsequent company filings and disclosures may provide more detail on revenue generated under this agreement and any renewals after the initial term.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Par value per share: $0.0001 per share Warrant exercise price: $11.50 per share Licensor revenue share: 35% of gross revenue +1 more

4 metrics

Par value per share $0.0001 per share Common Stock par value

Warrant exercise price $11.50 per share Redeemable Warrants exercise price

Licensor revenue share 35% of gross revenue Share of gross revenue excluding hardware under Reseller Agreement

Initial exclusivity term 5 years Exclusive rights across African continent for initial term

Key Terms

Reseller Agreement, emerging growth company, Regulation FD Disclosure, indemnification, +1 more

5 terms

Reseller Agreement financial

"On May 14, 2026, the Company entered into a definitive Reseller Agreement (the “Commercial Agreement”) with Accelevate."

A reseller agreement is a contract where a company gives another business the right to buy and sell its products or services to end customers, often at set prices or with defined discounts and support terms. Investors care because these deals can quickly expand sales reach and revenue with lower upfront costs, but they also affect profit margins, customer control and brand reputation—similar to a manufacturer choosing whether to sell through its own store or through independent shops.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

indemnification legal

"The agreement also establishes a joint Pricing Committee and include standard provisions for indemnification and confidentiality."

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

confidentiality legal

"The agreement also establishes a joint Pricing Committee and include standard provisions for indemnification and confidentiality."

Confidentiality is the practice of keeping private information—such as business plans, financial data, personnel matters, or trade secrets—restricted to a limited group rather than shared publicly. For investors it matters because breaches can change a company’s competitive edge, trigger legal or regulatory problems, or move markets if sensitive information becomes public; think of it as a lockbox that protects value and reduces unexpected risk.

Understanding 8-K Material Events →

05/18/2026 - 06:10 AM

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 18, 2026 (May 14, 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 14, 2026, the Company entered into a definitive Reseller Agreement (the “Commercial Agreement”) with Accelevate.

Commercial and Reseller Agreements

On May 14, 2026, the Company executed a definitive Reseller Agreement with Accelevate. This agreement significantly expands the Company’s footprint in Africa. Through its subsidiary SKYE AI USA, LLC, the Company secured exclusive rights for the territory of the African continent and all countries within for an initial term of five (5) years. This exclusivity remains subject to annual renewal based on minimum revenue thresholds applicable to subsequent consecutive years.

Under the terms of this agreement, the licensor of the respective technology is entitled to 35% of the gross revenue (excluding hardware) generated from such sales. The agreement also establishes a joint Pricing Committee and include standard provisions for indemnification and confidentiality.

The foregoing description of the Commercial Agreement 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 Exhibit 10.2 and hereto and incorporated by reference herein.

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
●	10.2	Reseller Agreement (Africa), dated May 14, 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 18, 2026	By:	/s/ Tyler Luck
	Name:	Tyler Luck
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What agreement did Brand Engagement Network (BNAI) announce with Accelevate?

Brand Engagement Network entered into a definitive Reseller Agreement with HighTide Energy, Inc. d/b/a Accelevate Solutions. The deal covers a strategic investment and commercial collaboration, formalizing earlier letter agreement terms and focusing on selling technology-enabled solutions through an exclusive African distribution arrangement.

What territory does the new Brand Engagement Network (BNAI) reseller deal cover?

The Reseller Agreement grants Brand Engagement Network’s subsidiary SKYE AI USA, LLC exclusive rights across the entire African continent. This includes all countries within Africa, creating a single, continent-wide territory for the company’s commercial activities under the agreement’s terms.

How long does Brand Engagement Network’s (BNAI) African exclusivity last under the Accelevate deal?

The agreement provides an initial five-year term of exclusivity for SKYE AI USA, LLC in Africa. After this period, exclusivity is subject to annual renewal based on meeting specified minimum revenue thresholds in subsequent consecutive years under the contract.

Does Brand Engagement Network’s (BNAI) African reseller agreement include governance features?

Yes. The agreement establishes a joint Pricing Committee between the parties, helping coordinate commercial terms and pricing decisions. It also incorporates standard provisions for indemnification and confidentiality, which address risk allocation and protection of sensitive business information.

How does the new Reseller Agreement relate to Brand Engagement Network’s (BNAI) earlier letter agreement?

The company previously entered a letter agreement with Accelevate regarding a strategic investment and collaboration. The new definitive Reseller Agreement builds on that framework by formalizing detailed commercial terms, territory exclusivity, revenue sharing, and governance mechanisms for the African market.

Filing Exhibits & Attachments

51 documents

Brand Engagement Network (BNAI) secures 5-year exclusive Africa reseller pact with Accelevate

Rhea-AI Filing Summary

Positive

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