Beneficient-A 美股招股说明书（2026-04-07版）

71,017,840 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 January 2, 2026, which forms a part of our Registration Statement on Form S-1 (Registration No. 333-292387)(the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in the Prospectus with theinformation contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on March30, 2026. Accordingly, we have attached the Form 8-K to this prospectus supplement. The information included in the Form 8-K that 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 Prospectus and this 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 $7,360 (the “Warrants”), are listed on The Nasdaq CapitalMarket under the symbol “BENFW”. On April 6, 2026, the last reported sales price of the Class A common stock was $3.82 per share,and the last reported sales price of our Warrants was $0.0103 per Warrant. We are an “emerging growth company” and a “smallerreporting 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 Investing in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 8 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 April 6, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K Beneficient Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder 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)) Securities registered pursuant to Section 12(b) of the Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 5.02.Departureof Directors or Certain Officers;Election of Directors;Appointment of Certain Officers; As described below under Item 5.07 of this Current Report on Form 8-K (“Current Report”), on March 27, 2026, at the 2026 annualmeeting of stockholders (the “Annual Meeting”) of Beneficient (the “Company”), stockholders approved an amendment to theBeneficient 2023 Long Term Incentive Plan to increase the number of shares of the Company’s Class A common stock, $0.001 parvalue per share (the “Class A Common Stock”), reserved for issuance pursuant to awards (the “LTIP Amendment”). As a result, theLTIP Amendment became effective on March 27, 2026. A description of the material terms of the LTIP Amendment is included underthe heading “Proposal 3: Approval of Amendment to the Beneficient 2023 Long Term Incentive Plan” in the Company’s Definitive Item 5.07.Submission of Matters to a Vote of Security Holders. On March 27, 2026, the Company held its Annual Meeting. A total of 13,261,279 shares of the Company’s Class A Common Stockand 2,066 shares of the Company’s Class B common stock, $0.001 par value per share (the “Class B Common Stock,” and togetherwith the Class A Common Stock, the “Common Stock”) were present in person or represented by proxy at the Annual Meeting, Proposal 2: To ratify the appointment of Weaver and Tidwell, LLP as the Company’s independent registered public accounting firm forthe fiscal year ending March 31, 2026 (“Proposal 2”). Proposal 3: To approve the LTIP Amendment to increase the number of shares of Class A Common Stock reserved for issuancepursuant to awards (“Proposal 3”). Based on the foregoing votes, each of the Class A dire