Form 8-K/A
8-K/A — Brand Engagement Network Inc.
Accession: 0001493152-26-042965
Filed: 2026-09-17
Period: 2026-06-30
CIK: 0001838163
SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)
Item: Financial Statements and Exhibits
Documents
8-K/A — form8-ka.htm (Primary)
EX-23.1 (ex23-1.htm)
EX-99.1 (ex99-1.htm)
EX-99.2 (ex99-2.htm)
EX-99.3 (ex99-3.htm)
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BNAI:CommonStockParValue0.0001PerShareMember
2026-06-30
2026-06-30
0001838163
BNAI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf115.00PerShareMember
2026-06-30
2026-06-30
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 30,
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)
(Commission
File
Number)
(IRS
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 $115.00 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. ☐
EXPLANATORY
NOTE
As
previously reported on June 30, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”), completed its
acquisition of all of the outstanding equity interests of Cataneo GmbH, a limited liability company incorporated under the laws of the
Federal Republic of Germany (the “Acquisition”), pursuant to the Share Purchase and Transfer Agreement, dated April 30, 2026,
by and among the Company, Christian Unterseer, in his individual capacity, CUTV GmbH, a limited liability company incorporated under
the laws of the Federal Republic of Germany, Cuneo AG, a stock corporation incorporated under the laws of the Federal Republic of Germany,
and GForce 112 GmbH, a limited liability company incorporated under the laws of the Federal Republic of German. This Amendment No. 2
on Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on June 30, 2026 (the “Original Report”), as amended by the Current Report on Form 8-K/A filed with
the SEC on July 1, 2026 (“Amendment No. 1”), solely to provide the disclosures required by Item 9.01 of Form 8-K that were
not previously filed with the Original Report.
The
pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only and
is not necessarily indicative of the pro forma financial position or results of operations that would have been realized had the Acquisition
occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations
that the Company will experience after the Acquisition.
This
Current Report on Form 8-K/A should be read in conjunction with the Original Report, as amended by Amendment No. 1, which provides a
more complete description of the Acquisition.
Item
9.01. Financial Statements and Exhibits.
(a) Financial
Statements of Business Acquired
The
financial statements required by Item 9.01(a) and the notes related thereto are filed as Exhibits 99.1 and 99.2 hereto and are incorporated
herein by reference.
(b)
Pro Forma Financial Information
The
unaudited pro forma condensed consolidated financial information required by Item 9.01(b) and the notes related thereto are filed as
Exhibit 99.3 hereto and are incorporated herein by reference.
(d)
Exhibits
Exhibit
Number
Description
23.1
Consent of Independent Registered Public Accounting Firm.
99.1
Audited financial statements of Cataneo GmbH for the years ended December 31, 2025 and 2024.
99.2
Unaudited condensed consolidated financial statements of Cataneo GmbH as of March 31, 2026 and for the three months ended March 31, 2026 and 2025.
99.3
Unaudited pro forma condensed financial statements and the related notes thereto.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 hereunto duly authorized.
Date:
September
16, 2026
By:
/s/
Tyler Luck
Tyler
Luck
Chief Executive Officer
EX-23.1
EX-23.1
Filename: ex23-1.htm · Sequence: 2
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statements on Form S-4 (No. 333-275058) and on Form S-8 (File Nos. 333-279383
and 333-292748) of Brand Engagement Network Inc. of our report, dated September 16, 2026, with respect to the consolidated financial
statements of Cataneo GmbH as of December 31, 2025 and 2024, and for the years then ended, which appears in Brand Engagement Network
Inc.’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on September 16, 2026.
/s/
L J Soldinger Associates, LLC
Deer
Park, Illinois
United
States of America
September
16, 2026
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 3
Exhibit
99.1
Cataneo
GmbH
CONSOLIDATED
FINANCIAL STATEMENTS
December
31, 2025 and 2024
1
PAGE
Report of Independent Auditors
3
Consolidated Balance Sheets
5
Consolidated Statements of Operations and Comprehensive Income (Loss)
6
Consolidated Statements of Changes in Stockholders Deficit
7
Consolidated Statements of Cash Flows
8
Notes to Consolidated Financial Statements
9
2
INDEPENDENT
AUDITOR’S REPORT
To
the Board of Directors and Stockholders
of
Cataneo GmbH
Opinion
We
have audited the accompanying consolidated financial statements of Cataneo GmbH (a Corporation) and its subsidiaries, Cataneo, informacijske
rešitve, d.o.o., and Contentmarket AI GmbH (the “Company”), which comprise the consolidated balance sheets as of December
31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ deficit,
and cash flows for the years then ended, and the related notes to the financial statements.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company
as of December 31, 2025 and 2024, and the results of their operations and their cash flows for the years then ended prepared in accordance
with accounting principles generally accepted in the United States of America.
Basis
for Opinion
We
conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report. We are required to be independent of the Company, and to meet our other ethical responsibilities in accordance with the relevant
ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Responsibilities
of Management for the Financial Statements
Management
is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant
to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
In
preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered
in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after
the date that the consolidated financial statements are available to be issued.
Auditor’s
Responsibilities for the Audit of the Financial Statements
Our
objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted
auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or
in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
3
INDEPENDENT
AUDITOR’S REPORT (Continued)
In
performing an audit in accordance with generally accepted auditing standards, we:
●
Exercise professional judgment and maintain professional skepticism throughout the audit.
●
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining,
on a test basis, evidence regarding the amounts and disclosures in the financial statements.
●
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control. Accordingly, no such opinion is expressed.
●
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of then consolidated financial statements.
●
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
We
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and certain internal control related matters that we identified during the audit.
/s/
L J Soldinger Associates, LLC
L J Soldinger Associates, LLC
Deer
Park, IL
September
16, 2026
4
Cataneo
GmbH
Consolidated
Balance Sheets
(Expressed
in U.S. Dollars)
December 31, 2025
December 31, 2024
Assets
Cash and cash equivalents
$ 292,049
$ 85,337
Accounts receivable, net
966,666
1,394,079
Deferred contract fulfilment costs
614,968
507,368
Prepaid and other current assets
58,115
95,013
Total Current Assets
1,931,798
2,081,797
Property and equipment, net
28,993
33,802
Intangible assets, net
1
7
Capitalized software development costs, net
1,648,399
1,291,310
Investments
59
52
Right of use asset - operating leases
781,401
842,793
Deferred contract fulfilment costs, non-current
1,354,461
1,584,268
Other non-current assets
2,347
2,070
Deferred tax assets
301,493
260,507
Total Assets
$ 6,048,952
$ 6,096,606
Liabilities and Stockholders’ Deficit
Accounts payable and accrued expenses
$ 552,345
$ 915,959
Contract liabilities, current
1,802,125
1,504,070
Lease liability - operating lease, current
321,306
257,445
Short-term debt
221,394
749,985
Income tax payables
103,748
865
Other current liabilities
331,549
214,534
Total current liabilities
3,332,467
3,642,858
Contract liabilities, non-current
2,729,874
2,309,239
Lease liability - operating lease, non-current
460,095
585,348
Long-term debt
102,298
252,220
Total Liabilities
6,624,734
6,789,665
Commitments and Contingencies (Note 13)
Stockholders’ Deficit
Share capital
28,295
28,295
Retained Earnings
(557,873 )
(760,189 )
Accumulated other comprehensive income (loss)
(46,204 )
38,835
Total Stockholders’ Deficit attributable to parent
(575,782 )
(693,059 )
Noncontrolling interests
-
-
Total Stockholders’ Deficit
(575,782 )
(693,059 )
Total Liabilities and Stockholders’ Deficit
$ 6,048,952
$ 6,096,606
See
accompanying notes to financial statements
5
Cataneo
GmbH
Consolidated
Statements of Operations and Comprehensive Income (Loss)
(Expressed
in U.S. Dollars)
For the Years Ended December 31,
2025
2024
Revenue
$ 9,573,948
$ 9,800,276
Cost of revenues
(4,876,671 )
(5,112,692 )
Gross profit
4,697,277
4,687,584
Operating expenses:
Selling, general and administrative expenses
2,760,916
3,080,813
Research and development expenses
1,210,296
1,261,046
Total operating expenses
3,971,212
4,341,859
Income from operations
726,065
345,725
Other (expense) income:
Interest income
(1 )
(91,255 )
Interest expense
22,564
58,343
Other income (expenses), net
401,368
(133,032 )
Total other expense, net
423,931
(165,944 )
Income before taxes
302,134
511,669
Income tax expense
(99,818 )
(25,785 )
Net income
202,316
485,884
Net income attributable to:
Parent
202,316
461,699
Noncontrolling interests
-
24,185
Other comprehensive income (loss):
Foreign currency translation adjustment
(85,039 )
73,255
Comprehensive income
$ 117,277
$ 534,954
See
accompanying notes to financial statements
6
Cataneo
GmbH
Statements
of Changes in Stockholders’ Deficit
For
the years ended December 31, 2025 and 2024
(Expressed
in U.S. Dollars)
Share
Retained
Accumulated Other Comprehensive
Total Stockholders’
Capital
Earnings
Income (or Loss)
Equity
Balance Jan 1, 2024
$ 28,295
$ (1,221,888 )
$ (34,420 )
$ (1,228,013 )
Net Income
461,699
-
461,699
Foreign currency translation
73,255
73,255
Balance Dec 31, 2024
28,295
(760,189 )
38,835
(693,059 )
Net Income
202,316
202,316
Foreign currency translation
(85,039 )
(85,039 )
Balance, December 31,2025
$ 28,295
$ (557,873 )
$ (46,204 )
$ (575,782 )
See
accompanying notes to financial statements
7
Cataneo
GmbH
Statements
of Cash Flows
(Expressed
in U.S. Dollars)
For the Years Ended December 31,
2025
2024
Cash flows from Operating Activities:
Net Income
$ 202,315
$ 485,884
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense
524,102
446,230
Allowance for uncollected receivables
151,774
-
Loss on debt extinguishment
-
(399,078 )
Amortization of right-to-use asset
61,392
321,729
Gain/loss sale of PPE/intangibles
408
7,421
Changes in current assets and current liabilities:
Accounts receivable
275,639
(330,625 )
Deferred fulfillment costs
121,930
154,009
Deferred tax assets
(158,754 )
(210,671 )
Prepaid and other assets
36,898
114,518
Accounts payable and accrued expenses
(363,614 )
(246,041 )
Contract liabilities
718,690
741,955
Lease liability-current
63,861
(6,394 )
Other current liabilities
219,898
22,593
Lease liability-non-current
(125,253 )
(315,335 )
Deferred tax liabilities
117,768
61,540
Net cash provided by operating activities
1,847,054
847,735
Cash flows from Investing Activities:
Purchase of property and equipment
(20,195 )
(18,619 )
Purchase of intangible asset
(856,588 )
(593,564 )
Net cash used in investing activities
(876,783 )
(612,183 )
Cash flows from Financing Activities:
Proceeds from loans
389,486
Repayment of loans
(678,513 )
(800,113 )
Net cash provided by financing activities
(678,513 )
(410,627 )
Net change in cash
291,758
(175,075 )
Net Effect of changes in exchange rates on cash
(85,046 )
60,736
Cash, beginning of the period
85,337
199,675
Cash, end of the period
292,049
85,336
Supplemental cashflow information:
Interest paid
-
-
Income taxes paid
2,840
-
See
accompanying notes to financial statements
8
Cataneo
GmbH
Notes
to the Financial Statements
Note
1 - Organization and Description of Business
Cataneo
GmbH (the “Company”) is a limited liability company (Gesellschaft mit beschränkter Haftung, or “GmbH”) organized
under the laws of Germany. The Company’s principal offices are located in Munich, Germany.
The
Company is an enterprise software company that develops and provides integrated software solutions for the media and broadcasting industry.
The Company’s software platforms are designed to support critical business operations, including advertising sales management,
traffic and scheduling, media planning, rights management, customer relationship management, and business intelligence. The Company’s
solutions enable media organizations to automate and optimize operational and financial workflows across multiple distribution channels,
including television, digital, radio, print, and other multimedia platforms.
The
Company’s software solutions are designed to integrate with customers’ existing technology environments and support complex,
high-volume operations for broadcasters, publishers, media companies, and advertising organizations. In addition to software licensing,
the Company provides implementation, customization, consulting, maintenance, technical support, and training services to customers operating
in domestic and international markets.
Revenue
is primarily derived from software license arrangements, maintenance and support agreements, implementation and consulting services,
and other professional service contracts. The Company continues to invest in research and development to enhance its software platforms,
expand product functionality, and address the evolving needs of the global media and broadcasting industry.
Note
2 - Significant Accounting Policies
Basis
of presentation
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”). The financial statements include the assets, liabilities, results of operations,
and cash flows of Cataneo GmbH. The Company’s functional currency is the Euro (€), and the accompanying financial statements
have been translated into U.S. dollars for reporting purposes in accordance with U.S. GAAP.
Basis
of consolidation
The
accompanying consolidated financial statements include the accounts of Cataneo GmbH and its wholly owned and controlled subsidiaries.
All significant intercompany accounts and transactions have been eliminated in consolidation.
Use
of estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during the reporting period. Significant estimates include, but are not limited to,
the collectibility of accounts receivable, the capitalization and useful lives of software development costs and intangible assets, impairment
assessments, deferred tax assets, lease assumptions, and revenue recognition. Actual results could differ from those estimates.
Foreign
currency translation
The
Company’s functional currency is the Euro (€). Assets and liabilities are translated into U.S. dollars using exchange rates
in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the reporting period. Translation
adjustments resulting from the process are recorded as a component of accumulated other comprehensive income (loss) in stockholders’
equity.
9
Transactions
denominated in currencies other than the functional currency are remeasured into the functional currency using the exchange rate in effect
on the transaction date. Monetary assets and liabilities denominated in foreign currencies are remeasured at period-end exchange rates,
and resulting gains and losses are recognized in earnings.
Cash
and cash equivalents
Cash
and cash equivalents consist of cash on hand, deposits with financial institutions, and highly liquid investments with original maturities
of three months or less when purchased. Cash equivalents are carried at cost, which approximates fair value due to their short-term maturities.
Accounts
receivable, net
Accounts
receivable are recorded at the invoiced amount and are presented net of an allowance for expected credit losses. The Company evaluates
the collectibility of accounts receivable using historical collection experience, customer-specific risk factors, current economic conditions,
and reasonable and supportable forecasts in accordance with the current expected credit loss (“CECL”) model. Amounts determined
to be uncollectible are written off when all collection efforts have been exhausted. During the year ended December 31, 2025, the Company
recorded $151,774 related to uncollectible accounts receivable.
Advertising costs
Advertising costs are expensed as incurred. Advertising costs
were $61,748 and $63,254 for the years ended December 31, 2025 and 2024, respectively.
Deferred
contract fulfillment costs
Deferred
contract fulfillment costs represent incremental costs incurred to fulfill customer contracts that are expected to be recovered. These
costs are capitalized when they relate directly to a contract, generate or enhance resources used to satisfy future performance obligations,
and are expected to be recoverable. Deferred contract fulfillment costs are amortized on a systematic basis consistent with the transfer
of the related goods or services to the customer and are periodically evaluated for impairment.
Prepaid
expenses and other current assets
Prepaid
expenses and other current assets consist primarily of advance payments for goods and services to be received within one year and other
miscellaneous receivables expected to be realized within the normal operating cycle.
Property,
plant and equipment
Property
and equipment are stated at cost less accumulated depreciation and impairment, if any. Depreciation is computed using the straight-line
method over the estimated useful lives of the related assets.
Expenditures
for maintenance and repairs are charged to expense as incurred, while major improvements are capitalized.
Intangible
assets
Intangible
assets consist primarily of acquired software, intellectual property, and other identifiable intangible assets. Intangible assets with
finite useful lives are amortized using the straight-line method over their estimated useful lives. The Company reviews finite-lived
intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Capitalized
software development costs
Software
development costs incurred during the application development stage of internal-use software are capitalized in accordance with applicable
U.S. GAAP. Costs incurred during the preliminary project stage and post-implementation activities are expensed as incurred.
10
Capitalized
software development costs are amortized on a straight-line basis over their estimated useful lives once the related software is placed
into service. Management periodically evaluates these assets for impairment whenever events or changes in circumstances indicate that
their carrying values may not be recoverable.
Right-of-use
assets
The
Company determines whether an arrangement contains a lease at contract inception. Right-of-use assets represent the Company’s right
to use an underlying asset over the lease term and are recognized at the commencement date based on the present value of future lease
payments.
Other
noncurrent assets
Other
noncurrent assets consist primarily of deposits and other assets expected to be realized beyond one year.
Contract
liabilities
Contract
liabilities represent consideration received from customers in advance of satisfying the related performance obligations. Contract liabilities
are recognized as revenue as the Company satisfies its contractual performance obligations.
Lease
liabilities
Lease
liabilities represent the present value of future lease payments over the lease term. Lease liabilities are measured using the discount
rate implicit in the lease when readily determinable or the Company’s incremental borrowing rate.
Debt
Debt
is recorded at the principal amount outstanding, net of any unamortized discounts or issuance costs. Interest expense is recognized using
the effective interest method.
Revenue
recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control
of the promised goods or services transfers to the customer in an amount that reflects the consideration the Company expects to receive.
The
Company generates revenue primarily from software license arrangements, software maintenance and support services, implementation services,
consulting services, and other professional services. The Company evaluates customer contracts to identify performance obligations and
allocates the transaction price based on the relative standalone selling prices of each distinct performance obligation. Revenue is recognized
either over time or at a point in time depending on the nature of the underlying performance obligation and the pattern in which control
transfers to the customer.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for temporary
differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates expected
to apply in the periods in which those temporary differences reverse.
The
Company evaluates the realizability of deferred tax assets and records a valuation allowance when it is more likely than not that some
or all of the deferred tax assets will not be realized.
Fair
value measurements
The
Company measures certain financial assets and liabilities at fair value in accordance with ASC 820, Fair Value Measurement. Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities,
and other short-term financial instruments approximate fair value due to their short-term maturities.
11
The
Company did not have any financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2025 or December
31, 2024.
There
were no transfers between Levels 1, 2, or 3 during the years ended December 31, 2025 and 2024.
Concentrations
of credit risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits and accounts receivable.
The Company maintains cash balances with reputable financial institutions and monitors the creditworthiness of its customers on an ongoing
basis.
Recent
accounting pronouncements
Management
evaluates the impact of newly issued accounting standards and adopts those standards when required. The Company does not expect the adoption
of recently issued accounting standards that are not yet effective to have a material impact on its financial statements unless otherwise
disclosed.
Note
3 - Prepaid Expenses and Other Current Assets
Prepaid
and other current assets consisted of the following:
December 31, 2025
December 31, 2024
Prepaid Expenses
$ 38,811
$ 39,247
Receivables from employees (due within 1 year)
10,584
10,370
Advances and deposits
889
-
Recoverable VAT and input tax receivables
7,585
25,419
Income tax receivables
-
19,977
Other
246
-
Total prepaid expenses and other current assets
$ 58,115
$ 95,013
12
Note
4 - Property, Plant and Equipment, Net
Property
and equipment, net consisted of the following:
December 31, 2025
December 31, 2024
Equipment
$ 3,063
$ 3,440
Furniture
25,930
30,363
Other tangible assets
7,706
6,796
Total
36,698
40,599
Accumulated depreciation
(7,706 )
(6,796 )
Property and equipment, net of accumulated depreciation
$ 28,993
$ 33,802
Depreciation
expense was $1,000 and $1,000 for the years ended December 31, 2025 and 2024, respectively.
Note
5 - Intangible Assets
Intangible
assets, net, were $1 and $7 as of December 31, 2025 and 2024, respectively. The Company amortizes finite-lived intangible assets over
their estimated useful lives and evaluates such assets for impairment when events or changes in circumstances indicate that the carrying
amount may not be recoverable.
Note
6 - Capitalized Software Development Costs
Capitalized
software development costs consist of costs incurred during the application development stage that qualify for capitalization. Capitalized
software development costs are amortized on a straight-line basis over their estimated useful lives of five years once the related
software is placed into service. Amortization expense is included in cost of revenues.
Capitalized
software development costs consisted of the following:
December 31, 2025
December 31, 2024
Capitalized software development costs, gross
$ 2,691,369
$ 2,085,483
Accumulated amortization
(1,042,970 )
(794,173 )
Capitalized software development costs, net
$ 1,648,399
$ 1,291,310
Amortization
expense related to capitalized software development costs was $499,500 and $406,965 for the years ended December 31, 2025
and 2024, respectively.
Note
7 - Deferred Contract Fulfillment Costs
Deferred
contract fulfillment costs represent capitalized costs incurred to fulfill customer contracts and are classified as current or noncurrent
based on the expected timing of amortization. Management applies judgment in determining whether fulfillment costs are eligible for capitalization
and in estimating the period over which such costs are amortized. The Company considers the expected period of benefit associated with
the related customer contracts and performance obligations, which is estimated to be approximately five years.
Deferred
contract fulfillment costs consisted of the following:
December 31, 2025
December 31, 2024
Current portion
$ 614,968
$ 507,368
Non-current portion
1,354,461
1,584,268
Total deferred contract fulfillment costs
$ 1,969,429
$ 2,091,636
Amortization expense related to deferred contract fulfillment
costs was $929,066 and $282,539 for the years ended December 31, 2025 and 2024, respectively.
13
Note
8 - Debt
The
Company’s debt consists primarily of borrowings used to finance its operations. Debt is classified as current or noncurrent based
on the contractual repayment terms.
The
Company maintains a working capital credit facility with Münchner Bank eG with a borrowing limit of €500,000 (approximately
$586,800 as of December 31, 2025). Borrowings under the facility bear interest at 6.75% per annum. The facility is available until
further notice, subject to the terms and conditions of the credit agreement. The outstanding balance under the facility was $37,724
and $408,121 as of December 31, 2025 and 2024, respectively.
During
2024, the Company entered into a debt restructuring arrangement under which the outstanding balance approximately $399,000
was forgiven and a portion remained payable under revised repayment terms. During 2025, the Company continued making scheduled repayments
in accordance with the agreement, resulting in a reduction of outstanding borrowings as of December 31, 2025. The outstanding balance
under the arrangement was $186,797 and $239,280 as of December 31, 2025 and 2024, respectively.
The Company has two loans with Stadtsparkasse
München with original principal amounts of €350,000 and €650,000. The €350,000 loan bears interest at 1.815% per
annum, requires monthly principal and interest payments, and matures on March 31, 2026. The €650,000 loan bears interest at 2.29%
per annum, requires monthly principal and interest payments, and matures on May 30, 2026. The balance of these loans was approximately
$99,170 and $297,037 as of December 31, 2025 and 2024, respectively.
Note
9 - Leases
The
Company leases office facilities, vehicles, and certain equipment under operating lease agreements. The Company recognizes right-of-use
(“ROU”) assets and lease liabilities for its operating leases in accordance with ASC 842, Leases. Lease liabilities
are measured at the present value of future lease payments over the lease term, and the related ROU assets are recognized based on the
corresponding lease liabilities, adjusted for applicable prepaid lease payments and lease incentives.
Operating
lease right-of-use assets and lease liabilities consisted of the following:
December 31, 2025
December 31, 2024
Operating lease right-of-use assets
$ 781,401
$ 842,793
Operating lease liabilities - current
321,306
257,445
Operating lease liabilities - non-current
460,095
585,348
Total operating lease liabilities
$ 781,401
$ 842,793
Note
10 - Accounts Payable and Accrued Expenses
Accounts
payable and accrued expenses consisted of the following:
December 31, 2025
December 31, 2024
Accounts Payable
$ 346,710
$ 818,960
Accrued compensation and related expenses
92,835
71,630
Accrued professional fees
11,924
9,844
Other accrued liabilities
100,877
15,526
Total accounts payable and accrued expenses
$ 552,345
$ 915,959
14
Note
11 - Revenue Recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, as described in Note 2. The Company
generates revenue primarily from recurring software-as-a-service (“SaaS”) arrangements, including usage, licensing, hosting,
operation, maintenance, and support services for media companies. The Company also provides implementation services and customer-specific
software development and customization services.
Recurring
SaaS revenue is recognized over time as customers simultaneously receive and consume the benefits of the hosted services. Management
has concluded that implementation activities do not provide a distinct benefit to customers separate from the underlying SaaS services.
Accordingly, implementation fees are recorded as contract liabilities and recognized as revenue over the estimated five-year customer
benefit period. Customer-specific software development and customization services are evaluated on a contract-by-contract basis to determine
whether revenue is recognized over time or at a point in time, depending on the nature of the underlying performance obligation.
Disaggregation
of revenue
Revenue
recognized based on contract type consists of the following:
Year ended
December 31, 2025
Year ended
December 31, 2024
Media and advertising services
$ 9,573,948
$ 9,719,050
Software and technology services
-
-
AI and professional services
-
81,226
Total revenue
$ 9,573,948
$ 9,800,276
Timing
of Revenue Recognition
Revenue
based on timing of control transferred to the customer consists of the following:
Timing of Revenue Recognition
Year ended
December 31, 2025
Year ended
December 31, 2024
Performance obligations transferred over time
$ 9,573,948
$ 9,800,276
Customers
may be billed or make payments in advance of the Company satisfying the related performance obligations. Such advance billings and collections
are recorded as contract liabilities and recognized as revenue as the related performance obligations are satisfied. Implementation fees
are recognized over the estimated five-year customer benefit period.
Contract
Balances
Contract
liabilities primarily represent implementation fees billed or collected in advance of revenue recognition. These amounts are recognized
as revenue over the estimated five-year customer benefit period as the related performance obligations are satisfied.
15
Contract
balances consisted of the following:
December 31, 2025
December 31, 2024
Current contract liabilities
$ 1,802,125
$ 1,504,070
Non-current contract liabilities
2,729,874
2,309,239
Total contract liabilities
$ 4,531,999
$ 3,813,309
Amortization of contract liabilities
into revenue was $2,581,317 and $2,139,716 for the years ended December 31, 2025 and 2024, respectively.
Deferred
contract fulfillment costs are discussed in Note 7. The change in contract liabilities during the year ended December
31, 2025 primarily reflects new amounts billed or collected in advance of the satisfaction of the related performance obligations,
partially offset by amounts recognized as revenue during the year.
Note
12 - Income Taxes
The
Company accounts for income taxes in accordance with the accounting policy described in Note 2. Deferred tax assets and liabilities are
recognized for temporary differences between the financial reporting basis and tax basis of assets and liabilities.
Income
tax expense consisted of the following:
December 31, 2025
December 31, 2024
Income tax expense, current
$ 105,723
$ 8,281
Income tax expense (income), deferred
(5,905 )
17,504
Total
income tax expense
$ 99,818
$ 25,785
16
The
components of net deferred tax assets included in the accompanying balance sheets were as follows:
December 31, 2025
December 31, 2024
Assets
Contract liabilities
1,494,653
1,257,629
Other deferred tax assets
-
118,574
Total Assets
1,494,653
1,376,203
Liabilities
Capitalized software development costs, net
543,642
425,874
Deferred contract fulfilment costs
649,518
689,822
Total Liabilities
1,193,160
1,115,696
Net Deferred tax assets
$ 301,493
$ 260,507
Note
13 - Commitments and Contingencies
The
Company is party to contractual commitments entered into in the ordinary course of business. During 2025, the Company entered into an
agreement with Oracle for cloud computing services with an initial contractual term of twelve months. Under the agreement, the Company
committed to purchase €70,000 of Oracle PaaS and IaaS Universal Credits. Costs associated with these services are recognized as
incurred in accordance with the Company’s accounting policies.
As
of December 31, 2025 and 2024, management is not aware of any pending or threatened litigation, claims, or other contingencies that would
require recognition or disclosure in the accompanying financial statements.
Note
14 - Related Party Transactions
During
the ordinary course of business, the Company entered into transactions with related parties.
In March 2025, the Company received
a request for payment from a customer for liquidated damages arising from the Company’s alleged role in a project delay. Following
negotiations, in July 2026, the parties agreed to settle the claim for €150,000, to be paid through a set-off against a combination
of existing invoices and future service fees. The Company accrued €150,000 for the claim as of December 31, 2025, which is reflected
in contract liabilities.
In
2021, the Company and 4e Sports & Media GmbH jointly founded Contentmarket AI GmbH to support the development of software solutions.
Both parties provided financing to Contentmarket AI GmbH, and the Company provided additional funding in subsequent years to support
ongoing development activities.
Note
15 - Subsequent Events
Subsequent
events have been evaluated through September 16, 2026, which represents the date the financial statements were available to be issued,
and no events, other than those discussed below, have occurred through that date that would impact the unaudited, condensed consolidated
financial statements.
On June 30, 2026, Brand Engagement
Network Inc. (“BEN”) completed its acquisition of 100% of the outstanding equity interests of the Company. The total stated
aggregate consideration under the definitive agreement was $19.5 million. For U.S. GAAP accounting purposes, the consideration transferred
was measured at its acquisition-date fair value of approximately $13.7 million, consisting of approximately $9.0 million in cash, $4.3
million in the fair value of BEN common stock issued, and $0.4 million of other consideration.
17
EX-99.2
EX-99.2
Filename: ex99-2.htm · Sequence: 4
Exhibit
99.2
Cataneo
GmbH
CONSOLIDATED
FINANCIAL STATEMENTS
March
31, 2026 and December 31, 2025
1
PAGE
Consolidated Balance Sheets
3
Consolidated Statements of Operations and Comprehensive Income (Loss)
4
Consolidated Statements of Changes in Stockholders Deficit
5
Consolidated Statements of Cash Flows
6
Notes to Consolidated Financial Statements
7
2
Cataneo
GmbH
Consolidated
Balance Sheets
(Expressed
in U.S. Dollars)
March 31, 2026
December 31, 2025
Assets
Current Assets
Cash and cash equivalents
$ 649,104
$ 292,049
Accounts receivable, net
668,415
966,666
Deferred contract fulfilment costs
603,545
614,968
Prepaid and other current assets
7,828
58,115
Total Current Assets
1,928,892
1,931,798
Property and equipment, net
32,860
28,993
Intangible assets, net
1
1
Capitalized software development costs, net
1,655,074
1,648,399
Investments
58
59
Right of use asset - operating leases
689,481
781,401
Deferred contract fulfilment costs, non-current
1,178,415
1,354,461
Other non-current assets
2,304
2,347
Deferred tax assets
278,775
301,493
Total Assets
$ 5,765,860
$ 6,048,952
Liabilities and Stockholders’ Deficit
Accounts payable and accrued expenses
$ 477,627
$ 552,345
Contract liabilities, current
1,887,650
1,802,125
Lease liability - operating lease, current
316,446
321,306
Short-term debt
121,410
221,394
Income tax payables
101,207
103,748
Other current liabilities
409,008
331,549
Total current liabilities
3,313,348
3,332,467
Contract liabilities, non-current
2,394,670
2,729,874
Lease liability - operating lease, non-current
373,036
460,095
Long-term debt
79,665
102,298
Total Liabilities
6,160,719
6,624,734
Stockholders’ Deficit
Share capital
28,295
28,295
Retained Earnings
(384,941 )
(557,873 )
Accumulated other comprehensive income (loss)
(38,213 )
(46,204 )
Total Stockholders’ Deficit
(394,859 )
(575,782 )
Total Liabilities and Stockholders’ Deficit
$ 5,765,860
$ 6,048,952
3
Cataneo
GmbH
Consolidated
Statements of Operations and Comprehensive Income (Loss)
(Expressed
in U.S. Dollars)
For the Three Months Ended
March 31,
2026
2025
Revenue
$ 2,501,482
$ 2,416,649
Cost of revenues
(1,266,348 )
(1,223,598 )
Gross profit
1,235,134
1,193,051
Operating expenses:
Selling, general and administrative expenses
(684,982 )
(703,371 )
Research and development expenses
(327,205 )
(272,127 )
Total operating expenses
(1,012,187 )
(975,498 )
Income from operations
222,947
217,553
Other (expense) income:
Interest expense
(478 )
(5,672 )
Other income (expenses), net
(30,652 )
(62,648 )
Total other expense, net
(31,130 )
(68,320 )
Income before taxes
191,817
149,233
Income tax expense
(18,883 )
70,492
Net income
172,934
219,725
Net income attributable to:
Parent
172,934
219,725
Noncontrolling interests
-
-
Other comprehensive income (loss):
Foreign currency translation adjustment
7,991
(24,266
)
Comprehensive income
180,925
195,459
4
Cataneo
GmbH
Statements
of Changes in Stockholders’ Deficit
For
the three months ended March 31, 2026 and 2025
(Expressed
in U.S. Dollars)
Share
Retained
Accumulated Other Comprehensive Income
Total Stockholders’
Capital
Earnings
(or Loss)
Equity
Balance Dec 31, 2024
28,295
(760,189 )
38,835
(693,059 )
Net Income/(loss) (attributable to parent)
219,725
-
219,725
Foreign currency translation
(24,266 )
(24,266 )
Balance Mar 31, 2025
28,295
(540,464 )
14,569
(497,600 )
Balance Dec 31, 2025
28,295
(557,873 )
(46,204 )
(575,782 )
Net Income
172,934
172,934
Foreign currency translation
7,991
7,991
Balance, Mar 31,2026
$ 28,295
$ (384,939 )
$ (38,213 )
$ (394,857 )
5
Cataneo
GmbH
Statements
of Cash Flows
(Expressed
in U.S. Dollars)
For the Three Months Ended March 31,
2026
2025
Cash flows from Operating Activities:
Net Income
$ 172,934
$ 219,725
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense
139,484
117,017
Allowance for uncollected receivables
-
-
Loss on debt extinguishment
-
-
Amortization of right-to-use asset
91,920
66,328
Gain/loss sale of PPE/intangibles
-
-
Changes in current assets and current liabilities:
Accounts receivable
402,995
251,298
Other non-current assets
187,513
80,706
Deferred tax assets
20,517
(297,445 )
Prepaid and other assets
50,287
59,752
Accounts payable and accrued expenses
(179,462 )
(494,522 )
Contract liabilities
(249,679 )
1,144,992
Lease liability-current
(4,860 )
(34,891 )
Other current liabilities
74,918
(54,470 )
Other non-current liabilities
-
-
Lease liability-non-current
(87,059 )
(31,437 )
Deferred tax liabilities
2,201
32,450
Net cash provided by operating activities
621,709
1,059,503
Cash flows from Investing Activities:
Purchase of property and equipment
(3,867 )
(1,931 )
Purchase of intangible asset
(146,159 )
(209,265 )
Purchase of subsidiaries, net of cash acquired
-
(379,207 )
Net cash used in investing activities
(150,026 )
(590,403 )
Cash flows from Financing Activities:
Proceeds from loans
(99,984 )
(321,553 )
Repayment of loans
(22,633 )
13,982
Net cash used in financing activities
(122,617 )
(307,571 )
Net change in cash
349,066
161,529
Cumulative translation adjustment
7,989
(11,948 )
Cash, beginning of the period
292,049
85,337
Cash, end of the period
$ 649,104
$ 234,918
6
Cataneo
GmbH
Notes
to the Financial Statements
Note
1 - Organization and Description of Business
Cataneo
GmbH (the “Company”) is a limited liability company (Gesellschaft mit beschränkter Haftung, or “GmbH”) organized
under the laws of Germany. The Company’s principal offices are located in Munich, Germany.
The
Company is an enterprise software company that develops and provides integrated software solutions for the media and broadcasting industry.
The Company’s software platforms are designed to support critical business operations, including advertising sales management,
traffic and scheduling, media planning, rights management, customer relationship management, and business intelligence. The Company’s
solutions enable media organizations to automate and optimize operational and financial workflows across multiple distribution channels,
including television, digital, radio, print, and other multimedia platforms.
The
Company’s software solutions are designed to integrate with customers’ existing technology environments and support complex,
high-volume operations for broadcasters, publishers, media companies, and advertising organizations. In addition to software licensing,
the Company provides implementation, customization, consulting, maintenance, technical support, and training services to customers operating
in domestic and international markets.
Revenue
is primarily derived from software license arrangements, maintenance and support agreements, implementation and consulting services,
and other professional service contracts. The Company continues to invest in research and development to enhance its software platforms,
expand product functionality, and address the evolving needs of the global media and broadcasting industry.
Note
2 - Significant Accounting Policies
Basis
of presentation
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”). The financial statements include the assets, liabilities, results of operations,
and cash flows of Cataneo GmbH. The Company’s functional currency is the Euro (€), and the accompanying financial statements
have been translated into U.S. dollars for reporting purposes in accordance with U.S. GAAP.
Basis
of consolidation
The
accompanying consolidated financial statements include the accounts of Cataneo GmbH and its wholly-owned and controlled subsidiaries.
All significant intercompany accounts and transactions have been eliminated in consolidation.
Use
of estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during the reporting period. Significant estimates include, but are not limited to,
the collectibility of accounts receivable, the capitalization and useful lives of software development costs and intangible assets, impairment
assessments, deferred tax assets, lease assumptions, and revenue recognition. Actual results could differ from those estimates.
7
Foreign
currency translation
The
Company’s functional currency is the Euro (€). Assets and liabilities are translated into U.S. dollars using exchange rates
in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the reporting period.
Translation
adjustments resulting from the process are recorded as a component of accumulated other comprehensive income (loss) in stockholders’
equity.
Transactions
denominated in currencies other than the functional currency are remeasured into the functional currency using the exchange rate in effect
on the transaction date. Monetary assets and liabilities denominated in foreign currencies are remeasured at period-end exchange rates,
and resulting gains and losses are recognized in earnings.
Cash
and cash equivalents
Cash
and cash equivalents consist of cash on hand, deposits with financial institutions, and highly liquid investments with original maturities
of three months or less when purchased. Cash equivalents are carried at cost, which approximates fair value due to their short-term maturities.
Accounts
receivable, net
Accounts
receivable are recorded at the invoiced amount and are presented net of an allowance for expected credit losses. The Company evaluates
the collectibility of accounts receivable using historical collection experience, customer-specific risk factors, current economic conditions,
and reasonable and supportable forecasts in accordance with the current expected credit loss (“CECL”) model. Amounts determined
to be uncollectible are written off when all collection efforts have been exhausted. During the three months ended March 31, 2026, the
Company did not record any expense related to uncollectible accounts receivable.
Advertising costs
Advertising costs are expensed as
incurred. Advertising costs were $12,750 and $9,130 for the three months ended March 31, 2026 and 2025, respectively.
Deferred
contract fulfillment costs
Deferred
contract fulfillment costs represent incremental costs incurred to fulfill customer contracts that are expected to be recovered. These
costs are capitalized when they relate directly to a contract, generate or enhance resources used to satisfy future performance obligations,
and are expected to be recoverable. Deferred contract fulfillment costs are amortized on a systematic basis consistent with the transfer
of the related goods or services to the customer and are periodically evaluated for impairment.
Prepaid
expenses and other current assets
Prepaid
expenses and other current assets consist primarily of advance payments for goods and services to be received within one year and other
miscellaneous receivables expected to be realized within the normal operating cycle.
Property,
plant and equipment
Property
and equipment are stated at cost less accumulated depreciation and impairment, if any. Depreciation is computed using the straight-line
method over the estimated useful lives of the related assets.
Expenditures
for maintenance and repairs are charged to expense as incurred, while major improvements are capitalized.
Intangible
assets
Intangible
assets consist primarily of acquired software, intellectual property, and other identifiable intangible assets. Intangible assets with
finite useful lives are amortized using the straight-line method over their estimated useful lives. The Company reviews finite-lived
intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
8
Capitalized
software development costs
Software
development costs incurred during the application development stage of internal-use software are capitalized in accordance with applicable
U.S. GAAP. Costs incurred during the preliminary project stage and post-implementation activities are expensed as incurred.
Capitalized
software development costs are amortized on a straight-line basis over their estimated useful lives once the related software is placed
into service. Management periodically evaluates these assets for impairment whenever events or changes in circumstances indicate that
their carrying values may not be recoverable.
Right-of-use
assets
The
Company determines whether an arrangement contains a lease at contract inception. Right-of-use assets represent the Company’s right
to use an underlying asset over the lease term and are recognized at the commencement date based on the present value of future lease
payments.
Other
noncurrent assets
Other
noncurrent assets consist primarily of deposits and other assets expected to be realized beyond one year.
Contract
liabilities
Contract
liabilities represent consideration received from customers in advance of satisfying the related performance obligations. Contract liabilities
are recognized as revenue as the Company satisfies its contractual performance obligations.
Lease
liabilities
Lease
liabilities represent the present value of future lease payments over the lease term. Lease liabilities are measured using the discount
rate implicit in the lease when readily determinable or the Company’s incremental borrowing rate.
Debt
Debt
is recorded at the principal amount outstanding, net of any unamortized discounts or issuance costs. Interest expense is recognized using
the effective interest method.
Revenue
recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control
of the promised goods or services transfers to the customer in an amount that reflects the consideration the Company expects to receive.
The
Company generates revenue primarily from software license arrangements, software maintenance and support services, implementation services,
consulting services, and other professional services. The Company evaluates customer contracts to identify performance obligations and
allocates the transaction price based on the relative standalone selling prices of each distinct performance obligation. Revenue is recognized
either over time or at a point in time depending on the nature of the underlying performance obligation and the pattern in which control
transfers to the customer.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for temporary
differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates expected
to apply in the periods in which those temporary differences reverse.
The
Company evaluates the realizability of deferred tax assets and records a valuation allowance when it is more likely than not that some
or all of the deferred tax assets will not be realized.
9
Fair
value measurements
The
Company measures certain financial assets and liabilities at fair value in accordance with ASC 820, Fair Value Measurement. Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities,
and other short-term financial instruments approximate fair value due to their short-term maturities.
The
Company did not have any financial assets or liabilities measured at fair value on a recurring basis as of March 31, 2026 or December
31, 2025.
There
were no transfers between Levels 1, 2, or 3 during the three months ended March 31, 2026 and 2025.
Concentrations of credit risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits and accounts receivable.
The Company maintains cash balances with reputable financial institutions and monitors the creditworthiness of its customers on an ongoing
basis.
Recent
accounting pronouncements
Management
evaluates the impact of newly issued accounting standards and adopts those standards when required. The Company does not expect the adoption
of recently issued accounting standards that are not yet effective to have a material impact on its financial statements unless otherwise
disclosed.
Note
3 - Prepaid Expenses and Other Current Assets
Prepaid
and other current assets consisted of the following:
March 31, 2026
December 31, 2025
Prepaid Expenses
$ -
$ 38,811
Receivables from employees (due within 1 year)
-
10,584
Advances and deposits
979
889
Other
2,287
246
Recoverable VAT and input tax receivables
3,771
7,585
Income tax receivable
791
-
Total prepaid expenses and other current assets
$ 7,828
$ 58,115
10
Note
4 - Property, Plant and Equipment, Net
Property
and equipment, net consisted of the following:
March 31, 2026
December 31, 2025
Equipment
$ -
$ 3,063
Furniture
-
25,930
Other tangible assets
303,002
7,706
Total
303,002
36,698
Accumulated depreciation and amortization
(270,142 )
(7,706 )
Property and equipment, net of accumulated depreciation and amortization
$ 32,860
$ 28,993
Depreciation
expense was $10,618 and $275,305 for the three months ended March 31, 2026 and 2025, respectively.
Note
5 - Intangible Assets
Intangible
assets, net, were $1 and $1 as of March 31, 2026 and December 31, 2025, respectively. The Company amortizes finite-lived intangible assets
over their estimated useful lives and evaluates such assets for impairment when events or changes in circumstances indicate that the
carrying amount may not be recoverable.
Note
6 - Capitalized Software Development Costs
Capitalized
software development costs consist of costs incurred during the application development stage that qualify for capitalization. Capitalized
software development costs are amortized on a straight-line basis over an estimated useful life of five years once the related software
is placed into service.
March 31, 2026
December 31, 2025
Capitalized software development costs, gross
$ 2,723,729
$ 2,691,369
Accumulated amortization
(1,068,655 )
(1,042,970 )
Capitalized software development costs, net
$ 1,655,074
$ 1,648,399
Amortization
expense related to capitalized software development costs was $139,490 and $248,797 for the three months ended March 31, 2026 and 2025, respectively.
Note
7 - Deferred Contract Fulfillment Costs
Deferred
contract fulfillment costs represent capitalized costs incurred to fulfill customer contracts and are classified as current or noncurrent
based on the expected timing of amortization.
Deferred
contract fulfillment costs consisted of the following:
March 31, 2026
December 31, 2025
Current portion
$ 603,545
$ 614,968
Non-current portion
1,178,415
1,354,461
Total
$ 1,781,960
$ 1,969,429
Amortization expense related to deferred contract fulfillment
costs was $153,283 and $110,655 for the three months ended March 31, 2026 and 2025, respectively.
11
Note
8 - Debt
The
Company’s debt consists primarily of borrowings used to finance its operations. Debt is classified as current or noncurrent based
on the contractual repayment terms.
The
Company maintains a working capital credit facility with Münchner Bank eG with a borrowing limit of €500,000. Borrowings under
the facility bear interest at 6.75% per annum. The facility is available until further notice, subject to the terms and conditions of
the credit agreement.
During
2024, the Company entered into a debt restructuring arrangement under which a portion of outstanding debt was forgiven and a portion
remained payable under revised repayment terms. During 2025 and the three months ended March 31, 2026, the Company continued making scheduled
repayments in accordance with the agreement, resulting in a reduction of outstanding borrowings as of March 31, 2026.
The Company has two loans with Stadtsparkasse München with
original principal amounts of €350,000 and €650,000. The €350,000 loan bore interest at 1.815% per annum, required monthly
principal and interest payments, and was fully repaid as scheduled on March 31, 2026. The €650,000 loan bears interest at 2.29%
per annum, requires monthly principal and interest payments, and matures on May 30, 2026.
Note
9 - Leases
The
Company leases office facilities, vehicles, and certain equipment under operating lease agreements. The Company recognizes right-of-use
(“ROU”) assets and lease liabilities for its operating leases in accordance with ASC 842, Leases. Lease liabilities
are measured at the present value of future lease payments over the lease term, and the related ROU assets are recognized based on the
corresponding lease liabilities, adjusted for applicable prepaid lease payments and lease incentives.
Operating
lease assets and liabilities consisted of the following:
March 31, 2026
December 31, 2025
Operating lease right-of-use assets
$ 689,481
$ 781,401
Operating lease liabilities - current
316,446
321,306
Operating lease liabilities - non-current
373,035
460,095
Total operating lease liabilities
$ 689,481
$ 781,401
Note
10 - Accounts Payable and Accrued Expenses
Accounts
payable and accrued expenses consisted of the following:
March 31, 2026
December 31, 2025
Accounts Payable
$ 348,465
$ 346,710
Accrued compensation and related expenses
-
92,835
Accrued professional fees
-
11,924
Other accrued liabilities
129,162
100,877
Total accounts payable and accrued expenses
$ 477,627
$ 552,345
12
Note
11 - Revenue Recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, as described in Note 2. The Company
generates revenue primarily from recurring software-as-a-service (“SaaS”) arrangements, including usage, licensing, hosting,
operation, maintenance, and support services for media companies. The Company also provides implementation services and customer-specific
software development and customization services.
Recurring
SaaS revenue is recognized over time as customers simultaneously receive and consume the benefits of the hosted services. Management
has concluded that implementation activities do not provide a distinct benefit to customers separate from the underlying SaaS services.
Accordingly, implementation fees are recorded as contract liabilities and recognized as revenue over the estimated five-year customer
benefit period. Customer-specific software development and customization services are evaluated on a contract-by-contract basis to determine
whether revenue is recognized over time or at a point in time, depending on the nature of the underlying performance obligation.
Disaggregation
of revenue
Revenue
recognized based on contract type consists of the following:
March 31, 2026
March 31, 2025
Media and advertising services
2,501,482
2,416,649
Software and technology services
$ -
$ -
AI and professional services
-
-
Total revenue
$ 2,501,482
$ 2,416,649
Timing
of Revenue Recognition
Revenue
based on timing of control transferred to the customer consists of the following:
Timing of Revenue Recognition
March 31, 2026
March 31, 2025
Performance obligations transferred over time
$ 2,501,482
$ 2,416,649
Contract
Balances
Contract
liabilities primarily represent implementation fees billed or collected in advance of revenue recognition. These amounts are recognized
as revenue over the estimated customer benefit period as the related performance obligations are satisfied.
Contract
balances consisted of the following:
March 31, 2026
December 31, 2025
Current contract liabilities
1,887,650
1,802,125
Noncurrent contract liabilities
2,394,670
2,729,874
Total contract liabilities
$ 4,282,320
$ 4,531,998
Deferred
contract fulfillment costs are discussed in Note 7. The change in contract liabilities during the three months ended March 31,
2026 primarily reflects implementation fees billed or collected in advance of the satisfaction of the related performance obligations,
partially offset by amounts recognized as revenue during the period.
13
Note
12 - Income Taxes
The
Company accounts for income taxes in accordance with the accounting policy described in Note 2. Deferred tax assets and liabilities are
recognized for temporary differences between the financial reporting basis and tax basis of assets and liabilities.
The
components of net deferred tax assets included in the accompanying balance sheets were as follows:
March 31, 2026
December 31, 2025
Assets
Lease liability - operating lease, current
$ 40,666
$ -
Lease liability - operating lease, non-current
47,940
-
Contract liabilities
456,174
1,494,693
Contract liabilities, non-current
-
-
Other deferred tax assets
279,838
-
Total deferred tax assets
824,618
1,494,693
Liabilities
Right of use asset - operating leases
91,203
-
Capitalized software development costs, net
218,928
543,642
Deferred contract fulfillment costs
235,713
649,518
Deferred contract fulfillment costs, non-current
-
-
Total deferred tax liabilities
545,843
1,193,160
Net deferred tax asset (liability)
$ 278,775
$ 301,493
14
Note
13 - Commitments and Contingencies
The
Company is party to contractual commitments entered into in the ordinary course of business. During 2025, the Company entered into an
agreement with Oracle for cloud computing services with an initial contractual term of 12 months. Under the agreement, the Company
is committed to purchasing Oracle Cloud service credits, which are billed quarterly in advance. Costs associated with these services
are recognized as incurred in accordance with the Company’s accounting policies.
As
of March 31, 2026 and December 31, 2025, management is not aware of any pending or threatened litigation, claims, or other contingencies
that would require recognition or disclosure in the accompanying financial statements.
Note
14 - Related Party Transactions
During
the ordinary course of business, the Company entered into transactions with related parties.
In
2021, the Company and 4e Sports & Media GmbH jointly founded Contentmarket AI GmbH to support the development of software solutions.
Both parties provided financing to Contentmarket AI GmbH, and the Company provided additional funding in subsequent years to support
ongoing development activities.
During
2024, the Company entered into an agreement with 4e Sports & Media GmbH to acquire a portion of 4e Sports’ outstanding loan
receivable from Contentmarket AI GmbH. Under the agreement, the remaining portion of the loan and related accrued interest were waived
by 4e Sports & Media GmbH, and the Company agreed to repay the acquired portion through scheduled installment payments extending
through 2028. Management believes these transactions were conducted in accordance with the terms of the related agreements.
Note
15 - Subsequent Events
Subsequent
events have been evaluated through September 16, 2026, which represents the date the financial statements were available to be
issued, and no events have occurred through that date that would require recognition or disclosure in the unaudited, condensed consolidated
financial statements.
15
EX-99.3
EX-99.3
Filename: ex99-3.htm · Sequence: 5
Exhibit
99.3
Summary
of Transaction
On
June 30, 2026 (the “Acquisition Date”), Brand Engagement Network Inc. (“the Company”) completed its acquisition
of Cataneo GmbH (“Cataneo”). The Company acquired all of the outstanding shares of the Cataneo based on the Share Purchase
and Transfer Agreement (“SPA”). The aggregate consideration paid by the Company for the acquisition involved issuing shares
and transfer of cash to the shareholders.
The
acquisition of Cataneo was determined to constitute a business combination in accordance with Accounting Standards Codification 805,
Business Combinations (“ASC 805”) under generally accepted accounting principles in the United States (“GAAP”).
Pro
Forma Information
The
unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X under
the Securities Act of 1933, as amended by the final rule, Release No.33-10786 “Amendments to Financial Disclosures about Acquired
and Disposed Businesses,” and have been adjusted to include estimated transaction accounting adjustments which give effect
to the Cataneo Acquisition and the application of the acquisition method of accounting under GAAP. Under the acquisition method of accounting,
the preliminary purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on
their estimated fair values as of the acquisition date, with any excess purchase price allocated to goodwill. The pro forma adjustments
are based on preliminary estimates and currently available information and assumptions that Brand Engagement Network Inc’s management
believes are reasonable. The notes to the unaudited pro forma condensed combined financial statements provide a discussion of how such
adjustments were derived and presented in the unaudited pro forma condensed combined financial statements (“Acquisition Adjustments”).
Changes in facts and circumstances or discovery of new information may result in revised estimates. Actual results and valuations may
differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.
The
accompanying unaudited pro forma condensed combined statements of operations for the three month ended March 31, 2026 and for the year
ended December 31, 2025 combine the historical consolidated statements of operations for Brand Engagement Network Inc and the historical
statements of operations for Cataneo for the same period.
The unaudited pro forma condensed combined statements of operations for the three month ended March 31, 2026 and for
the year ended December 31, 2025 give effect to the Acquisition as if it occurred on January 1, 2025.
The
unaudited pro forma condensed combined financial statements are for illustrative and informational purposes only and are not intended
to represent what Brand Engagement Network Inc’s results of operations or financial position would have been had the Acquisition
occurred on the dates indicated, or what they will be for any future periods. The unaudited pro forma condensed combined financial statements
do not reflect the realization of any expected cost savings, other synergies as a result of the acquisition, or integration costs.
The
unaudited pro forma condensed combined financial statements and related notes have been derived from, and should be read in conjunction
with:
(i)
the historical audited consolidated financial statements of Brand Engagement Network Inc and accompanying notes included in Brand Engagement
Network Inc’s Quarterly Report on Form 10-Q for the three month ended March 31, 2026, and Annual Report on Form 10-K for the year
ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on May [ ], 2026 and on February
[ ], 2026 respectively;
(ii)
the historical financial statements of Cataneo and accompanying notes for the three month ended March 31, 2026 and year ended December
31, 2025, appearing within this Current Report on Form 8-K/A as Exhibit 99.1; and
1
BRAND
ENGAGEMENT NETWORK, INC.
Unaudited
Pro Forma Condensed Combined
Statement of Operations
for
the three-month ended March 31, 2026 and year ended December 31, 2025
BEN
March 31, 2026
Cataneo
March 31, 2026
Transaction
Adjustments
Note Ref
Pro Forma
Combined
(Note 5)
Revenue
$ 104,311
$ 2,501,482
$ -
$ 2,605,793
Cost of goods sold
-
(1,266,348 )
(1,266,348 )
Gross profit
104,311
1,235,134
1,339,445
Operating expenses
General and administrative expenses
(2,363,904 )
(684,982 )
(876,274 )
4A
(3,925,160 )
Research and development
(26,944 )
(327,205 )
(354,149 )
Advertising and marketing expenses
Impairment of deferred customer acquisition costs
-
Depreciation and amortization
(1,047,411 )
(110,508 )
4B
(1,157,919 )
Total costs and expenses
(3,438,259 )
(1,012,187 )
(986,782 )
(5,437,228 )
Gain (Loss) from operations
(3,333,948 )
222,947
(986,782 )
(4,097,783 )
Other income (expense):
Interest income
-
Interest expense, net
(57,607 )
(478 )
-
(58,085 )
Change in fair value of warrant liabilities
294,293
-
-
294,293
Gain (loss) on debt extinguishment
89,340
-
-
89,340
Other income (expense), net
(6,066 )
(30,652 )
(36,718 )
Total other income, net
319,960
(31,130 )
-
288,830
Income (Loss) before income tax benefit
(3,013,988 )
191,817
(986,782 )
(3,808,953 )
Income tax benefit (expense)
(46,989 )
(18,883 )
(65,872 )
Net income (loss)
$ (3,060,977 )
$ 172,934
$ (986,782 )
$ (3,874,825 )
Net income (loss) per common share, basic and diluted
$ (0.51 )
-
-
$ (0.60 )
Weighted average number of common shares outstanding, basic and diluted
5,967,831
-
485,158
4C
6,452,989
3
BEN
December 31, 2025
Cataneo
December 31, 2025
Transaction
Adjustments
Note Ref
Pro Forma
Combined
(Note 5)
Revenue
$ 275,120
$ 9,573,948
$ -
$ 9,849,068
Cost of goods sold
-
(4,876,671 )
(4,876,671 )
Gross profit
275,120
4,697,277
4,972,397
Operating expenses
-
General and administrative expenses
(8,872,915 )
(2,760,916 )
(876,274 )
4A
(12,510,105 )
Research and development
(162,973 )
(1,210,296 )
(1,373,269 )
Advertising and marketing expenses
-
-
Impairment of deferred customer acquisition costs
-
-
Depreciation and amortization
(3,865,381 )
(442,033 )
4B
(4,307,414 )
Total costs and expenses
(12,901,269 )
(3,971,212 )
(1,318,307 )
(18,190,788 )
Gain (Loss) from operations
(12,626,149 )
726,065
(1,318,307 )
(13,218,391 )
Other income (expense):
Interest income
-
1
1
Interest expense, net
(410,460 )
(22,564 )
-
(433,024 )
Change in fair value of warrant liabilities
197,292
-
-
197,292
Gain (loss) on debt extinguishment
4,191,074
-
-
4,191,074
FX exchange gain (loss)
-
-
-
Other income (expense), net
22,808
(401,368 )
(378,560 )
Total other income (expense), net
4,000,714
(423,931 )
3,576,783
Income (Loss) before income tax benefit
(8,625,435 )
302,134
(1,318,307 )
(9,641,608 )
Income tax benefit (expense)
-
(99,818 )
(99,818 )
Net income (loss)
$ (8,625,435 )
$ 202,316
$ (1,318,307 )
$ (9,741,426 )
Net income (loss) per common share, basic and diluted
$ (1.97 )
-
-
$ (2.00 )
Weighted average number of common shares outstanding, basic and diluted
4,375,328
-
485,158
4C
4,860,486
4
BRAND
ENGAGEMENT NETWORK, INC.
NOTES
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note
1 – Description of Cataneo Acquisition
On
June 30, 2026 (the “Acquisition Date”), Brand Engagement Network Inc. (“the Company”) through it’s wholly
owned subsidiary GForce 112 GmbH completed its acquisition of Cataneo GmbH (“Cataneo”). The Company acquired all of the outstanding
shares of the Cataneo based on the Share Purchase and Transfer Agreement (“SPA”). The aggregate consideration paid by the
Company for the acquisition involved issuing shares and transfer of cash to the shareholders.
Note
2 – Basis of Presentation
The
Cataneo Acquisition is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance
with the provisions of ASC 805, Business Combinations, (“ASC 805”) which requires assets acquired and liabilities
assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value”
as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of
reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.
Brand
Engagement Network and Cataneo’s historical financial statements were prepared in accordance with US GAAP. Based on an analysis
of Brand Engagement Network and Cataneo’s significant accounting policies, the Company has not identified any material differences
in accounting policies that would have an impact on the unaudited pro forma condensed combined financial statements. As a result, the
unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies.
The
pro forma adjustments presented in this unaudited pro forma condensed combined financial information represent management’s estimates
based on information available as of the date of this Form 8-K and such estimates are subject to revision as further information is obtained.
Accordingly, the pro forma adjustments for the Cataneo Acquisition are preliminary and subject to further adjustment as additional information
becomes available and the various analysis and other valuations are performed. Any adjustments may have a significant effect on total
assets, total liabilities, total equity, operating expenses, and depreciation and amortization expenses, and such results may be significant.
The
assumptions underlying the pro forma adjustments are described in the accompanying notes to this unaudited pro forma condensed combined
financial information.
The
unaudited pro forma condensed combined financial information may not be indicative of Brand Engagement Network’s future performance
and does not necessarily reflect what Brand Engagement Network’s financial position and results of operations would have been had
these transactions occurred at the beginning of the period presented.
Further,
the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial
position of Brand Engagement Network following the completion of the Cataneo Acquisition. Additionally, the unaudited pro forma condensed
combined financial information does not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings
that may be achieved related to the Cataneo Acquisition, nor does it reflect any costs or expenditures that may be required to achieve
any possible synergies.
5
Brand
Engagement Network will finalize the accounting for the acquisition as soon as practicable within the measurement period, but in no event
later than one year from the acquisition date, in accordance with ASC 805.
The
functional currency of Cataneo is Euro, being the currency of the primary economic environment in which it operates, consequently, the
financial statements have been translated to US dollar for the purpose of consolidation.
Note
3 – Preliminary Purchase Price Allocation
Preliminary
Purchase Consideration
The
estimated fair value of the consideration transferred is $13.7 million, and is comprised of the following components:
Purchase consideration:
Fair value of common stock consideration
$ 4,363,290
Cash
9,000,043
Deferred Consideration
341,190
Total fair value of consideration transferred
$ 13,704,522
Fair
value of common stock consideration: Represents 255,014 shares of Brand Engagement Network restricted common stock equal to $4.4
million based on the stock price on June 30, 2026.
6
Preliminary
Estimates of Fair Value
The
following table summarizes the tangible and identifiable intangible assets acquired, and liabilities assumed used to prepare pro forma
adjustments in the unaudited pro forma condensed combined statements of operations:
Purchase consideration:
Fair value of common stock consideration
$ 4,363,290
Cash
9,000,043
Deferred Consideration
341,190
Total fair value of consideration transferred
13,704,522
Identifiable Assets Acquired and liabilities assumed
Cash and cash equivalents
678,367
Accounts receivable, net
668,415
Deferred contract fulfilment costs
5,292
Prepaid and other current assets
7,828
Property and equipment, net
32,860
Intangible assets, net
896,236
Capitalized software development costs, net
2,969,005
Investments
58
Right of use asset (Op.L)
689,481
Deferred contract fulfilment costs, non-current
159,896
Other non-current assets
2,304
Accounts payable and accrued expenses
(477,626 )
Contract liabilities, current
(759,645 )
Lease liability (Op.L), current
(316,446 )
Short-term debt
(121,410 )
Income tax payables
(101,207 )
Other current libilites
(409,008 )
Contract liabilities, non-current
(474,255 )
Lease liability (Op.L), non-current
(373,036 )
Long-term debt
(79,665 )
Deferred tax liabilities
(820,407 )
Net identifiable assets acquired
2,177,037
Goodwill
11,527,486
Net assets acquired
$ 13,704,523
The
final estimates of fair value will be determined when the Company has completed the detailed valuations and necessary calculations. The
final allocation could differ materially from the preliminary calculation used in the pro forma adjustments. The final estimates of fair
value may include (i) changes in allocations to intangible assets including goodwill, (ii) other changes to assets and liabilities, and
(iii) changes to the assessment of tax positions and tax rates.
7
Intangible
Assets
Preliminary
identifiable intangible assets in the unaudited pro forma condensed combined financial information consist of the following :
Approximate
Useful life
Customer relationships
$ 896,236
5 years
Capitalized software
2,969,005
5 years
Total intangible assets
$ 3,865,241
The
amortization related to the identifiable intangible assets is reflected as an Acquisition Adjustment in the unaudited pro forma condensed
combined statements of operations based on the estimated useful lives above as further described in Note 4. The fair values of
the identifiable intangible assets are preliminary and are based on Management’s estimates as of the Closing Date. The Company
applied judgment in estimating the fair value of these intangibles which involved the use of significant assumptions with respect to
revenue forecasts, revenue growth, attrition rates, royalty rates, discount rates, and economic lives.
Note
4 – Acquisition Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
(a)
Reflects an adjustment for transaction costs incurred in connection with the acquisition that are not reflected in the historical financial
statements.
(b)
Reflects the recognition of pro forma amortization expense of approximately $0.1 million and $0.4 million for the three months ended
31 March, 2026 and the year ended December 31, 2025 respectively related to the definite-lived intangible assets identified in the preliminary
purchase price allocation, consisting of customer relationships with an estimated useful life of 60 months and software with an estimated
useful life of 60 months.
(c)
Reflects the adjustment to the weighted-average number of common shares outstanding for the BEN common shares issued as consideration
in connection with the acquisition of Cataneo, assuming such shares were outstanding as of the beginning of the earliest period presented.
8
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Filename: R1.htm · Sequence: 11
v3.26.3
Cover
Jun. 30, 2026
Document Type
8-K/A
Amendment Flag
true
Amendment Description
As
previously reported on June 30, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”), completed its
acquisition of all of the outstanding equity interests of Cataneo GmbH, a limited liability company incorporated under the laws of the
Federal Republic of Germany (the “Acquisition”), pursuant to the Share Purchase and Transfer Agreement, dated April 30, 2026,
by and among the Company, Christian Unterseer, in his individual capacity, CUTV GmbH, a limited liability company incorporated under
the laws of the Federal Republic of Germany, Cuneo AG, a stock corporation incorporated under the laws of the Federal Republic of Germany,
and GForce 112 GmbH, a limited liability company incorporated under the laws of the Federal Republic of German. This Amendment No. 2
on Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on June 30, 2026 (the “Original Report”), as amended by the Current Report on Form 8-K/A filed with
the SEC on July 1, 2026 (“Amendment No. 1”), solely to provide the disclosures required by Item 9.01 of Form 8-K that were
not previously filed with the Original Report.The
pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only and
is not necessarily indicative of the pro forma financial position or results of operations that would have been realized had the Acquisition
occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations
that the Company will experience after the Acquisition.
This
Current Report on Form 8-K/A should be read in conjunction with the Original Report, as amended by Amendment No. 1, which provides a
more complete description of the Acquisition.
Document Period End Date
Jun. 30, 2026
Entity File Number
001-40130
Entity Registrant Name
Brand
Engagement Network Inc.
Entity Central Index Key
0001838163
Entity Tax Identification Number
98-1574798
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
300
Delaware Ave
Entity Address, Address Line Two
Suite
210
Entity Address, City or Town
Wilmington
Entity Address, State or Province
DE
Entity Address, Postal Zip Code
19801
City Area Code
(307)
Local Phone Number
757-3650
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
Common stock, par value $0.0001 per share
Title of 12(b) Security
Common
stock, par value $0.0001 per share
Trading Symbol
BNAI
Security Exchange Name
NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $115.00 per share
Title of 12(b) Security
Redeemable
Warrants, each whole warrant exercisable for one share
Trading Symbol
BNAIW
Security Exchange Name
NASDAQ
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Address Line 2 such as Street or Suite number
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Name of the City or Town
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Code for the postal or zip code
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Name of the state or province.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if registrant meets the emerging growth company criteria.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Securities Act
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-Section B
-Subsection 2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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No definition available.
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
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No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Section 14d
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Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
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Name of the Exchange on which a security is registered.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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