Christopher Gaertner - Mar 14, 2024 Form 4 Insider Report for Brand Engagement Network Inc. (BNAI)

Role: Director, 10%+ Owner
Signature: /s/ Christopher Gaertner
Stock symbol: BNAI
Transactions as of: Mar 14, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/18/2024, 05:36 PM
Next filing: Mar 29, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNAI	Common Stock	Disposed to Issuer	$0	-396K	-5.12%	$0.00	7.34M	Mar 14, 2024	DHC Sponsor LLC	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 8, 2024, Brand Engagement Network Inc., a Wyoming corporation consummated a business combination (the "Business Combination") with DHC Acquisition Corp., a former Cayman Islands corporation and the surviving entity under the Business Combination ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058). The reported figure reflects the transfer of 396,433 shares of DHC Class A Shares from DHC Sponsor, LLC (the "Sponsor") and certain affiliates to public shareholders of DHC following the Business Combination pursuant to certain Non-Redemption Agreements entered into in connection with the Business Combination.
F2	The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Content

On March 8, 2024, Brand Engagement Network Inc., a Wyoming corporation consummated a business combination (the "Business Combination") with DHC Acquisition Corp., a former Cayman Islands corporation and the surviving entity under the Business Combination ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058). The reported figure reflects the transfer of 396,433 shares of DHC Class A Shares from DHC Sponsor, LLC (the "Sponsor") and certain affiliates to public shareholders of DHC following the Business Combination pursuant to certain Non-Redemption Agreements entered into in connection with the Business Combination.

The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.