Beneficient-A美股招股说明书(2026-01-05版)

71,017,840 Shares of Class A Common Stock This prospectus relates to the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees,of up to 71,017,840 shares of Class A common stock, par value $0.001 (“Class A common stock”) of Beneficient, a Nevada corporation (the “Company,” “Beneficient”or “Ben”). These shares of Class A common stock consist of: ●64,371,217 shares of Class A common stock (the “SEPA Shares”) that we may, at our discretion, elect to issue and sell to YA II PN, Ltd. (“Yorkville”)from time to time after the date of this prospectus, pursuant to the Standby Equity Purchase Agreement, dated as of June 27, 2023, entered into by andbetween the Company and Yorkville (the “SEPA”);●165,674 shares of Class A common stock issuable upon exercise of the warrants (the “Warrant Shares”) to purchase 165,674 shares of Class A commonstock at an exercise price of $21.04 we agreed to issue and sell to Yorkville pursuant to the Purchase Agreement (the “Warrants”);●15,625 shares of Class A common stock issuable upon conversion of the Series B-2 Resettable Convertible Preferred Stock, $0.001 par value per share(the “B-2 preferred stock”), we issued to Mendoza Ventures Pre-Seed Fund II LP (“Mendoza”) pursuant to that certain Subscription Agreement, dated asof January 17, 2024 (the “Mendoza Subscription Agreement”), entered into by and between the Company and Mendoza Ventures Pre-Seed Fund II GP,LLC;●1,786 shares of Class A common stock issuable upon conversion of the Series B-3 Resettable Convertible Preferred Stock, $0.001 par value per share (the“B-3 preferred stock”) we issued to Interest Solutions, LLC (“Interest Solutions”) pursuant to that certain Subscription Agreement, dated as of January 29,2024 (the “Interest Solutions Subscription Agreement”), entered into by and between the Company and Interest Solutions;●3,219 shares of Class A common stock issuable upon conversion of the Series B-4 Resettable Convertible Preferred Stock, $0.001 par value per share (the“B-4 preferred stock”) we issued to Convergency Partners, LLC (“Convergency Partners”) pursuant to that certain Subscription Agreement, dated as ofMarch 25, 2024, entered into by and between the Company and Convergency Partners;●14,293 shares of Class A common stock issued to Maxim Partners LLC (“Maxim Partners” and such shares, the “Maxim Shares”) pursuant to that certainAmendment to the Settlement and Release Agreement, dated as of May 9, 2024 (such amendment, the “Amendment to the Settlement and ReleaseAgreement”), entered into by and between the Company and Maxim Group LLC (“Maxim Group”); and●25,186 shares of Class A common stock (the “Vendor Shares”) issued pursuant to that certain Subscription Agreement, dated as of September 17, 2024 (asamended, the “Vendor Subscription Agreement”), entered into by and between the Company and Mendota Financial Company, LLC (the “Vendor”).●245,305 shares of Class A common stock issuable upon conversion of the Series B-5 Resettable Convertible Preferred Stock, $0.001 par value per share(the “B-5 preferred stock”), we issued to 8F Fund, LP (“8F Fund”) pursuant to that certain Subscription Agreement, dated as of December 27, 2024 (the“8F Fund Subscription Agreement”), entered into by and between the Company and 8F;●5,107,787 shares of Class A common stock issuable upon conversion of the Series B-6 Resettable Convertible Preferred Stock, $0.001 par value per share(the “B-6 preferred stock”), we issued to Pulse Pioneer Fund, LP (“Pulse Pioneer Fund”) pursuant to that certain Subscription Agreement, dated as of April3, 2025 (the “Pulse Pioneer Fund Subscription Agreement”), entered into by and between the Company and Pulse Pioneer Fund;●130,557 shares of Class A common stock issuable upon conversion of the Series B-7 Resettable Convertible Preferred Stock, $0.001 par value per share(the “B-7 preferred stock”), we issued to Cork & Vines Fund I, LP (“Cork & Vines Fund I”) pursuant to that certain Subscription Agreement, dated as ofApril 12, 2025 (the “Cork & Vines Fund Subscription Agreement”), entered into by and between the Company and Cork & Vines Fund I; and●937,191 shares of Class A common stock issuable upon conversion of the Series B-8 Resettable Convertible Preferred Stock, $0.001 par value per share(the “B-8 preferred stock”), we issued to Mendoza Ventures Growth Fund III, LP (“Mendoza Ventures Growth Fund III”) pursuant to that certainSubscription Agreement, dated as of May 19, 2025 (the “Mendoza Ventures Growth Fund III Subscription Agreement”), entered into by and between theCompany and Mendoza Ventures Growth Fund III. Pursuant to the terms of the SEPA, the Company agreed to issue and sell to Yorkville, from time to time, and Yorkville agreed to purchase from the Company, up to$250 million of the Company’s shares of Class A common stock. As of the date hereof, 613,972 shares of the Company’s Class A common stock (as adj