Beneficient-A美股招股说明书(2025-02-18版)

BENEFICIENT203,212,927 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus of Beneficient, a Nevada corporation (the “Company,” “we,”“us” or “our”), dated November 12, 2024, which forms a part of our Registration Statement on Form S-1, as amended (RegistrationNo. 333-281694) (the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in theProspectus with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission(the “SEC”) on February 14, 2025. Accordingly, we have attached the Form 10-Q to this prospectus supplement. The informationincluded in the Form 10-Q that is furnished shall not be deemed to be “filed” for the purposes of Section 18 of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under theSecurities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates andsupplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectuses and thisprospectus supplement, you should rely on the information in this prospectus supplement. Our Class A common stock, par value $0.001 per share (the “Class A common stock”), is listed on The Nasdaq Capital Marketunder the symbol “BENF,” and the warrants, with each warrant exercisable for one share of Class A common stock and one share ofSeries A preferred stock, par value $0.001 per share, at an exercise price of $11.50 (the “Warrants”), are listed on The Nasdaq CapitalMarket under the symbol “BENFW”. On February 13, 2025, the last reported sales price of the Class A common stock was $0.5549per share, and the last reported sales price of our Warrants was $0.0084 per Warrant. We are an “emerging growth company” and a“smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reducedpublic company reporting requirements for this and future filings. Certain holders of our Class B common stock, par value $0.001 pershare (the “Class B common stock”), have entered into a stockholders agreement concerning the election of directors of the Company,and holders of Class B common stock have the right to elect a majority of the Company’s directors. As a result, the Company is a“controlled company” within the meaning of the Nasdaq Listing Rules and may elect not to comply with certain corporate governancestandards. Investing in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 9 of the Prospectus andunder similar headings in any further amendments or supplements to the Prospectus to read about factors you should considerbefore buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if any Prospectus or this prospectus supplement is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus supplement is February 14, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period ended December31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____ to _____ Commission File Number: 001-41715 Beneficient (Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization) 325 North St. Paul Street, Suite 4850Dallas, TX 75201(Address of principal executive offices, including zip code) (214) 445-4700(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerat