Material Agreement, Regulation FD Disclosure (Form 8-K)

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 14, 2026, the Company entered into a definitive Reseller Agreement (the "Commercial Agreement") with Accelevate.

Commercial and Reseller Agreements

On May 14, 2026, the Company executed a definitive Reseller Agreement with Accelevate. This agreement significantly expands the Company's footprint in Africa. Through its subsidiary SKYE AI USA, LLC, the Company secured exclusive rights for the territory of the African continent and all countries within for an initial term of five (5) years. This exclusivity remains subject to annual renewal based on minimum revenue thresholds applicable to subsequent consecutive years.

Under the terms of this agreement, the licensor of the respective technology is entitled to 35% of the gross revenue (excluding hardware) generated from such sales. The agreement also establishes a joint Pricing Committee and include standard provisions for indemnification and confidentiality.

The foregoing description of the Commercial Agreement 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 Exhibit 10.2 and hereto and incorporated by reference herein.

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.