Brand Engagement Network Inc美股招股说明书(2025-11-12版)

BRAND ENGAGEMENT NETWORK INC. 28,370,786 Shares of Common Stock This prospectus supplement updates and supplements the prospectus of Brand Engagement Network Inc., a Delawarecorporation (the “Company,” “we,” “us” or “our”) dated September 25, 2024, which forms a part of our Registration Statement onForm S-1 (Registration No. 333-282132) (the “Prospectus”). This prospectus supplement is being filed to update and supplement theinformation in the Prospectus with the information contained in certain of our filings filed with the Securities and ExchangeCommission (the “SEC”), including our (i) Current Report on Form 8-K filed on March 28, 2025, (ii) Annual Report on Form 10-Kfiled on March 31, 2025, (iii) Current Report on Form 8-K filed on May 23, 2025, (iv) Current Report on Form 8-K filed on May 30,2025, (v) Quarterly Report on Form 10-Q filed on June 5, 2025, (vi) Current Report on Form 8-K filed on June 10, 2025, (vii) CurrentReport on Form 8-K filed on June 24, 2025, (viii) Current Report on Form 8-K filed on July 2, 2025, (ix) Current Report on Form 8-Kfiled on July 15, 2025, (x) Current Report on Form 8-K filed on July 21, 2025, (xi) Current Report on Form 8-K filed on August 18,2025, (xii) Current Report on Form 8-K filed on August 27, 2025, (xiii) Current Report on Form 8-K filed on September 12, 2025,(xiv) Current Report on Form 8-K filed on September 19, 2025, (xv) Quarterly Report on Form 10-Q/A filed on October 14, 2025,(xvi) Current Report on Form 8-K filed on October 14, 2025, and (xvii) Current Report on Form 8-K filed on November 10, 2025(together, the “Additional Information”). Accordingly, we have attached the Additional Information to this prospectus supplement. This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates andsupplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and thisprospectus supplement, you should rely on the information in this prospectus supplement. Our common stock, par value $0.0001 per share (the “Common Stock”) and the public warrants representing the right to acquireone share of Common Stock for $11.50 (the “Public Warrants”), are listed on Nasdaq under the symbols “BNAI,” and “BNAIW,”respectively. On November 11, 2025, the last reported sales price of the Common Stock was $0.4118 per share, and the last reportedsales price of our Public Warrants was $0.07 per Public Warrant. We are an “emerging growth company” and a “smaller reportingcompany” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public companyreporting requirements for this and future filings. Investing in our securities involves risk. See “Risk Factors” beginning on page 9 of the Prospectus and read about factorsyou should consider before investing in shares of our Common Stock and Public Warrants. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is November 12, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or Section 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) 145 E. Snow King AvePO Box 1045Jackson, WY 83001(Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (312) 810-7422 (Former name or former address, if changed since last report)Not Applicable Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder 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: 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 2.02Results of Operations and Financial Co