Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 21, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a letter agreement with HighTide Energy, Inc., doing business as Accelevate Solutions (“Accelevate”), setting forth certain binding and non-binding provisions relating to a proposed strategic investment and commercial collaboration.
Investment Terms
Pursuant to the letter agreement, the Company expects to invest up to $1,000,000 in Accelevate, including an initial payment of $250,000 to support commercialization and deployment, and a second installment of $750,000 upon completion and execution of definitive agreements.
Transaction Structure
The proposed transaction contemplates the Company’s acquisition of certain equity interests in Accelevate pursuant to a subscription agreement and a definitive common share purchase agreement to be negotiated by the parties.
Key Terms and Rights
The letter agreement outlines certain anticipated terms of the transaction, including a proposed pre-money valuation of Accelevate of $8,000,000, warrant coverage for the Company in connection with the investment, a potential reseller arrangement between the parties, and the right for the Company to appoint a member to Accelevate’s board of directors upon completion of the investment.
Conditions to Completion
The proposed transaction remains subject to the completion of due diligence, negotiation and execution of definitive agreements, and satisfaction of customary closing conditions. The Company has no obligation to complete the transaction unless and until such definitive agreements are executed.
Binding Provisions
While the terms relating to the proposed transaction are non-binding, certain provisions of the letter agreement are binding, including those relating to confidentiality, exclusivity, diligence, and other customary matters.
The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On April 22, 2026, the Company issued a press release announcing the proposed investment and collaboration with Accelevate. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Letter Agreement, dated April 21, 2026, by and between Brand Engagement Network, Inc. and HighTide Energy, Inc. d/b/a Accelevate Solutions | |
| 99.1 | Press Release, dated April 22, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document |
SIGNATURE
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 thereunto duly authorized.
| Brand Engagement Network Inc. | ||
| Dated: April 22, 2026 | By: | /s/ Tyler Luck |
| Name: | Tyler Luck | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Brand Engagement Network Expands into Fleet Operations with Accelevate Investment and BEN’s Newly Granted Patent
Advancing real-time AI execution across commercial fleet systems and establishing a new in-vehicle enterprise engagement channel
WILMINGTON, Del., April 22, 2026 /PRNewswire/ — Brand Engagement Network, Inc. (NASDAQ: BNAI) (“BEN” or the “Company”) today announced a strategic investment and commercial collaboration with HighTide Energy, Inc., doing business as Accelevate Solutions (“Accelevate”). The initiative focuses on advancing artificial intelligence in live fleet operations and extending BEN’s capabilities to connect human intent with real-time system execution.
BEN has entered a binding term sheet and expects to invest up to $1,000,000, including an initial payment of $250,000 to support commercialization and deployment, and a second installment of $750,000 upon the parties’ completion of mutual reseller agreements.
The collaboration pairs Accelevate’s fleet AI-powered infrastructure with BEN’s AI technology. Accelevate provides ‘digital intelligence from fleet operating environments, including vehicle fuel and powertrain systems, route conditions, in-route performance, and passenger touchpoints. Industry data shows fleets using telematics (including advanced fleet analytics & modeling solutions) and driver coaching tools have achieved up to a 40% reduction in collision rates, highlighting the impact of real-time training and guidance within fleet operations (1).
BEN’s technology enables fleet operators to engage with drivers, support hands-free interaction, and deliver real-time guidance, training, and compliance-related messaging directly within the vehicle. By operating inside live fleet environments, BEN’s AI can reinforce safe driving behaviors, provide situational guidance, and support driver decision-making as conditions change. This integration also establishes a direct, in-vehicle communication channel with drivers, creating a real-time engagement layer that connects enterprise systems to a distributed workforce in daily operations.
This collaboration positions BEN to enter the commercial fleet market, a sector representing billions in annual technology spend across routing, compliance, training, and safety operations, and creates a new channel for enterprise engagement and recurring revenue opportunities.
BEN was recently granted U.S. Patent No. 12,581,163, titled “Systems and Methods for Delivering User-Specific Messages.” The patent supports BEN’s ability to interpret intent, process live data, and trigger actions across connected systems in dynamic environments, enabling use cases such as updating passenger information, assisting operators, and coordinating activity across in-vehicle tools.
Fleet operations rely on continuous data flow and coordination across multiple systems. According to data from the International Energy Agency and related industry analyses, more than 1.5 billion vehicles are on the road globally, with fleet operations representing a significant and growing part of transportation infrastructure (2). Accelevate develops systems for routing, tracking, onboard sensors, passenger counting, and contactless access. Its platform integrates with partners such as MyRadar and is available on the Geotab Marketplace, providing real-time environmental and vehicle data. BEN’s technology brings these inputs together to support real-time decision-making across fleet operations.
“Fleet operations are where AI moves from insight into action,” said Tyler Luck, Chief Executive Officer of BEN. “Our newly secured patent enables AI to interpret real-time conditions and coordinate actions across systems. This is about embedding AI inside live environments where it can drive decisions and outcomes.”
“Transportation systems demand constant coordination and increasingly complex decision-making across vehicles, passengers, and infrastructure,” said Charles Maury, Chief Executive Officer and Chief Technology Officer of Accelevate Solutions. “By integrating our technology with BEN’s AI, we are advancing automated decision intelligence using sophisticated models to simulate and optimize operations, procurement strategies, and fleet right-sizing in real time.”
About Brand Engagement Network, Inc.
Brand Engagement Network, Inc. (“BEN”) builds secure, enterprise-grade artificial intelligence for the engagement layer of AI, where people interact with systems and actions occur. Powered by BEN’s proprietary Engagement Language Model (ELM™), BEN’s technology enables conversational AI interactions that connect human intent to organizational data, workflows, and real-world outcomes. BEN’s AI operates within secure closed-loop environments using approved organizational data and built-in governance and compliance controls. Trusted by organizations operating in regulated and high-impact industries, BEN helps bring AI into real operational settings where engagement drives outcomes and accountability matters. For more information, visit www.brandengagementnetwork.com.
About Accelevate Solutions
Accelevate Solutions, a division of HighTide Energy, Inc., is redefining commercial transportation through the automation of fleet decision intelligence. Accelevate has developed advanced AI models that continuously analyze and optimize core functions—including operations, procurement, and fleet right-sizing—turning complex data into real-time, actionable outcomes. The platform enables transportation operators to increase asset-contribution margins, growing top-line revenues while minimizing costs to deliver, turning fleets into intelligence-driven systems that scale efficiently across passenger and supply chain networks. For more information, visit www.accelevatesolutions.com.
Media Contact: [email protected]
Investor Relations: [email protected]
(1) Source: Geotab, State of Commercial Transportation Report (2024)
(2) Source: International Energy Agency (IEA), Global EV Outlook and related mobility data
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed investment and related activities. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the ability to complete due diligence, finalize definitive agreements, and implement the anticipated collaboration. Words such as “may,” “will,” “expect,” “intend,” and similar expressions are intended to identify forward-looking statements. Additional information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements except as required by law.
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