Brand Engagement Network Inc NT 10-K, filed Mar 31, 2026
Brand Engagement Network Inc. (BNAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
| For Period Ended: | December 31, 2025 |
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
| For the Transition Period Ended: | ___________________ |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| Brand Engagement Network Inc. | |
| Full Name of Registrant | |
| DHC Acquisition Corp. | |
| Former Name if Applicable | |
| 300 Delaware Ave, Suite 210 | |
| Address of Principal Executive Office (Street and Number) | |
| Wilmington, DE 19801 | |
| City, State and Zip Code |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b- 25(b), the following should be completed. (Check box if appropriate)
| ☐ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| ☐ | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Brand Engagement Network Inc. (the “Registrant”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, 2025 by the prescribed due date. The Registrant has determined that it is unable to file its Annual Report within the prescribed time period because the Registrant is in the process of reviewing and finalizing the financial and other information for its Annual Report, and does not expect the report will be finalized for filing by the prescribed due date without unreasonable effort or expense. The Registrant needs additional time to complete its financial statements, as well as to have the Annual Report reviewed by its accountants and attorneys. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Registrant will file its Annual Report no later than the fifteenth calendar day following the prescribed due date.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Walid Khiari | 307 | 757-3650 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ | |
| (3) | Is it anticipated that any significant change in results of operation for the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Brand Engagement Network Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 31, 2026 | By: | /s/ Walid Khiari |
| Walid Khiari | ||
| Chief Financial Officer |