BEN Capital reports 7.1% stake in Brand Engagement Network

Brand Engagement Network Inc. reported that BEN Capital Fund I LLC beneficially owns 464,923 shares of Common Stock, representing 7.1% of the class based on 6,507,687 shares outstanding as of May 12, 2026.

Rhea-AI Filing Summary

Brand Engagement Network Inc. reported that BEN Capital Fund I LLC beneficially owns 464,923 shares of Common Stock, representing 7.1% of the class based on 6,507,687 shares outstanding as of May 12, 2026. The filing states BEN Capital has sole voting and dispositive power over all 464,923 shares.

The Schedule 13G was signed by James Irving as Managing Director on 05/19/2026 and lists the filer’s address in Jackson, Wyoming. Ownership is presented as a passive reporting disclosure of beneficial ownership under applicable reporting rules.

Insights

Equity Ownership Analyst

BEN Capital holds a single-digit bloc of shares (7.1%), shown as sole control of 464,923 shares.

BEN Capital Fund I LLC is recorded as beneficial owner of 464,923 shares with sole voting and dispositive power. The percentage is calculated on an issuer-reported base of 6,507,687 shares outstanding as of May 12, 2026.

Filing is a standard Schedule 13G ownership disclosure; subsequent filings may show changes if shares are acquired or disposed. The cash-flow treatment or intent (passive vs. acquisition program) is not specified in the excerpt.

Corporate Governance Specialist

7.1% ownership is material for governance monitoring but below typical control thresholds.

At 7.1%, the holder is large enough to merit attention for proxy voting and engagement but does not by itself indicate control. The filing shows sole voting power for the full block, which means BEN Capital can vote these shares.

Watch for any Schedule 13D, Form 4, or amendment that would indicate active acquisition, intent to influence, or changes to voting arrangements.

Key Figures

Beneficial ownership: 464,923 shares Percent of class: 7.1% Shares outstanding (base): 6,507,687 shares +2 more

5 metrics

Beneficial ownership 464,923 shares Amount beneficially owned by BEN Capital Fund I LLC

Percent of class 7.1% Percent of Common Stock based on shares outstanding

Shares outstanding (base) 6,507,687 shares Shares outstanding as of May 12, 2026 (used to calculate percentage)

Filing signature date 05/19/2026 Date Schedule 13G signed by James Irving

CUSIP 104932207 CUSIP for Common Stock, par value $0.0001

Key Terms

Schedule 13G, Beneficially owned, Dispositive power, Sole voting power

4 terms

Schedule 13G regulatory

"Item 1. Name of issuer: Brand Engagement Network Inc."

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Beneficially owned financial

"Item 4. Ownership (a) Amount beneficially owned: 464,923"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Dispositive power regulatory

"(iii) Sole power to dispose or to direct the disposition of: 464,923"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Sole voting power regulatory

"(i) Sole power to vote or to direct the vote: 464,923"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

FAQ

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

What stake does BEN Capital Fund I LLC report in BNAI?

BEN Capital Fund I LLC reports beneficial ownership of 464,923 shares, equal to 7.1% of the class based on 6,507,687 shares outstanding as of May 12, 2026. The filing lists sole voting and dispositive power over these shares.

When was the Schedule 13G for BNAI signed and who signed it?

The Schedule 13G was signed on 05/19/2026 by James Irving, listed as Managing Director for BEN Capital Fund I LLC. The filing provides the fund’s address in Jackson, Wyoming.

Does the filing indicate BEN Capital will sell or buy more BNAI shares?

The filing discloses beneficial ownership of 464,923 shares and sole voting/dispositive power. It does not state any planned purchases or sales; no transaction intent is specified in the provided excerpt.

How was the 7.1% ownership percentage calculated?

The percentage was calculated using 6,507,687 shares outstanding as of May 12, 2026, as reported to the reporting person by the issuer, per the Schedule 13G comment in the filing.

What voting rights does BEN Capital hold over its BNAI shares?

BEN Capital Fund I LLC is reported to have sole voting power for 464,923 shares and sole dispositive power over the same number, with no shared powers listed in the filing.

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

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Accepted by SEC EDGAR 05/19/2026 - 09:34 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Brand Engagement Network Inc.

(Name of Issuer)

Common stock, par value $0.0001

(Title of Class of Securities)

104932207

(CUSIP Number)

05/11/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 104932207

1

Names of Reporting Persons

BEN Capital Fund I LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

WYOMING

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 464,923.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 464,923.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

464,923.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) Percentage in line 11 was calculated based on 6,507,687 shares of Common Stock, par value $0.0001 per share, outstanding as of May 12, 2026, as reported to Reporting Person by Issuer.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Brand Engagement Network Inc.
(b)	Address of issuer's principal executive offices: 300 Delaware Avenue, Suite 310, Wilmington, DE 19801
Item 2.
(a)	Name of person filing: BEN Capital Fund I LLC
(b)	Address or principal business office or, if none, residence: 125 S. King Street, 2A, Jackson, WY 83001
(c)	Citizenship: United States of America
(d)	Title of class of securities: Common stock, par value $0.0001
(e)	CUSIP Number(s): 104932207
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 464,923
(b)	Percent of class: 7.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 464,923
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 464,923
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BEN Capital Fund I LLC

Signature:	/s/ James Irving
Name/Title:	James Irving/Managing Director
Date:	05/19/2026