Brand Engagement Network Inc 2025年度报告

FORM 10-K (Mark One) For the annual period ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 001-40130 Brand Engagement Network Inc.(Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization) Wilmington, DE19801(Address of Principal Executive Offices)(Zip Code) (307) 757-3650(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.0001 per shareRedeemable Warrants, each whole warrantexercisable for one share of Common Stock atan exercise price of $11.50 per share The Nasdaq Stock Market LLCThe Nasdaq Stock Market LLC BNAIBNAIW Securities registered pursuant to Section 12(g) of the Exchange Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of April 13, 2026,based on the $50.95 closing price as of such date was approximately $298.46 million. As of April 13, 2026, 5,857,955 shares of the Issuer’s common stock, $0.0001 par value per share, and 1,644,096 public warrantsrepresenting the right to acquire one share of the Issuer’s common stock were valued at approximately $0.316, were issued andoutstanding. Documents Incorporated by Reference None. BRAND ENGAGEMENT NETWORK INC.Form 10-KFor the Year Ended December 31, 2025 Table of ContentsPageCautionary Note Regarding Forward-Looking Statements3PART I.4Item 1.Business4Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments48Item 1C.Cybersecurity48Item 2.Properties48Item 3.Legal Proceedings48Item 4.Mine Safety Disclosures48PART II.49Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities49Item 6.[Reserved]49Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations50Item 7A.Quantitative and Qualitative Disclosures About Market Risk55Item 8.Financial Statements and Supplementary Data56Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure82Item 9A.Controls and Procedures82Item 9B.Ot