UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed by Brand Engagement Network Inc. (the “Company”) on April 22, 2026, the Company entered into a letter agreement with HighTide Energy, Inc. d/b/a Accelevate Solutions (“Accelevate”) regarding a strategic investment and commercial collaboration (the “Letter Agreement”).
On May 7, 2026, following the successful completion of due diligence, entered into two definitive Reseller Agreements (the “Commercial Agreements”) with Accelevate.
Commercial and Reseller Agreements
The Company executed two definitive Reseller Agreements with Accelevate. These agreements significantly expand the Company’s footprint in Latin America. Through its subsidiary Grupo SKYE, S.A. de C.V., the Company secured exclusive rights for the Mexico territory for an initial term of five (5) years. Additionally, through its subsidiary Skye AI USA, LLC, the Company entered into a global reseller agreement (excluding Mexico and Latin America) for its AI-driven engagement and media technology.
Under the terms of these agreements, the licensor of the respective technology is entitled to 35% of the gross revenue (excluding hardware) generated from such sales. The agreements also establish a joint Pricing Committee and include standard provisions for indemnification and confidentiality.
The foregoing description of the Commercial Agreements does not purport to be complete and is qualified in its entirety by reference to the redacted text of the Agreement, a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K and certain schedules and exhibits omitted in accordance with Item 601(b)(2) of Regulation S-K) as Exhibits 10.2 and 10.3 hereto and incorporated by reference herein.
Strategic Investment
Pursuant to the Letter Agreement, the Company will enter into a strategic investment of $1,000,000 in Accelevate (the “Investment”) based on a pre-money valuation of $8,000,000. At closing, the Company will be granted from Accelevate (i) one-year warrants providing 100% coverage exercisable at a strike price based on a $10,000,000 company valuation if exercised within six months of the closing date, and $12,500,000 company valuation thereafter; (ii) the right to appoint one member to Accelevate’s Board of Directors; and (iii) a right of first refusal to acquire Accelevate on the same terms as any bona fide third-party offer.
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| ● | 10.1 | Letter Agreement dated April 21, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 22, 2026). | |
| ● | 10.2 | Reseller Agreement (USA/Global), dated May 7, 2026. | |
| ● | 10.3 | Reseller Agreement (Mexico/LATAM), dated May 7, 2026. | |
| ● | 99.1 | Press Release, dated April 22, 2026. | |
| ● | 104 | Cover Page Interactive Data File (Inline XBRL). |
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: May 11, 2026 | By: | /s/ Tyler Luck |
| Name: | Tyler Luck | |
| Title: | Chief Executive Officer | |