Beneficient-A美股招股说明书(2025-04-25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 Statementon Form S-1, as amended (Registration No. 333-281694) (the “Prospectus”). This prospectus supplement is beingfiled to update and supplement the information in the Prospectus with the information contained in our CurrentReport on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2025.Accordingly, we have attached the Form 8-K to this prospectus supplement. The information included in the Form8-K that is furnished shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Actof 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filingunder the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specificreference in such filing. This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplementupdates and supplements the information in the Prospectus. If there is any inconsistency between the information inthe Prospectuses and this prospectus 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 TheNasdaq Capital Market under the symbol “BENF,” and the warrants, with each warrant exercisable for one share ofClass A common stock and one share of Series A preferred stock, par value $0.001 per share, at an exercise price of$11.50 (the “Warrants”), are listed on The Nasdaq Capital Market under the symbol “BENFW”. On April 24, 2025,the last reported sales price of the Class A common stock was $0.2566 per share, and the last reported sales price ofour Warrants was $0.0062 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 reduced publiccompany reporting requirements for this and future filings. Certain holders of our Class B common stock, par value$0.001 per share (the “Class B common stock”), have entered into a stockholders agreement concerning the electionof directors of the Company, and holders of Class B common stock have the right to elect a majority of theCompany’s directors. As a result, the Company is a “controlled company” within the meaning of the Nasdaq ListingRules and may elect not to comply with certain corporate governance standards. Investing in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 9of the Prospectus and under similar headings in any further amendments or supplements to the Prospectus toread about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if any Prospectus or this prospectus supplement is truthfulor complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is April 25, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 21, 2025 Beneficient (Exact Name of Registrant as Specified in Charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofthe registrant under any of the following provisions (seeGeneral Instruction A.2. below): ☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☒Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2 of this chapter). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Item 3.02 Unregistered Sales of Equity Securities. Series B-7 Primary Capital Transaction On April 21, 2025, Beneficient, a Nevada corporation (the “Company”), through one of its subsidiaries, closed aprimary cap