Beneficient-A美股招股说明书(2026-08-07版)

55,671,296 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 “SellingHolders”), or their permitted transferees, of up to 55,671,296 shares of Class A common stock, par value $0.001 (“Class A commonstock”) of Beneficient, a Nevada corporation (the “Company,” “Beneficient” or “Ben”). These shares of Class A common stock consistof: ●32,467,532 shares of Class A common stock (the “A&R SEPA Shares”) that we may, at our discretion, elect to issue andsell to YA II PN, Ltd. (“Yorkville”) from time to time after the date of this prospectus, pursuant to the Amended andRestated Standby Equity Purchase Agreement, dated as of June 26, 2026, entered into by and between the Company andYorkville (the “A&R SEPA”);●up to 4,719,101 shares of Class A common stock issuable upon conversion of the promissory notes (the “ConversionShares”) issued or issuable to Yorkville in connection with the A&R SEPA in aggregate principal amount of $4.0 million(each a “Promissory Note” and, together, the “Promissory Notes”);●up to 280,631 shares of Class A common stock (the “Commitment Fee Shares”) issued to Yorkville as consideration forits irrevocable commitment to purchase shares of Class A common stock at our direction, from time to time after the dateof this prospectus, upon the terms and subject to the conditions set forth in the A&R SEPA;●up to 165,674 shares of Class A common stock issuable upon exercise of the warrants (the “Warrant Shares”, andtogether with the A&R SEPA Shares, the Conversion Shares and the Commitment Fee Shares, the “Yorkville Shares”) topurchase 165,674 shares of Class A common stock at an exercise price of $21.04 we agreed to issue and sell to Yorkvillepursuant to the Purchase Agreement (as defined herein) (the “Yorkville Warrants”);●up to 15,625 shares of Class A common stock issuable upon conversion of the Series B-2 Resettable ConvertiblePreferred Stock, $0.001 par value per share (“Series B-2 preferred stock”), we issued to Mendoza Ventures Pre-SeedFund II LP (“Mendoza”) pursuant to that certain Subscription Agreement, dated as of January 17, 2024 (the “MendozaSubscription Agreement”), entered into by and between the Company and Mendoza Ventures Pre-Seed Fund II GP, LLC;●up to 1,786 shares of Class A common stock issuable upon conversion of the Series B-3 Resettable Convertible PreferredStock, $0.001 par value per share (“Series B-3 preferred stock”) we issued to Interest Solutions, LLC (“InterestSolutions”) pursuant to that certain Subscription Agreement, dated as of January 29, 2024 (the “Interest SolutionsSubscription Agreement”), entered into by and between the Company and Interest Solutions;●up to 3,219 shares of Class A common stock issuable upon conversion of the Series B-4 Resettable Convertible PreferredStock, $0.001 par value per share (“Series B-4 preferred stock”) we issued to Convergency Partners, LLC (“ConvergencyPartners”) pursuant to that certain Subscription Agreement, dated as of March 25, 2024, entered into by and between theCompany and Convergency Partners;●up to 245,305 shares of Class A common stock issuable upon conversion of the Series B-5 Resettable ConvertiblePreferred Stock, $0.001 par value per share (“Series B-5 preferred stock”), we issued to 8F Fund, LP (“8F Fund”)pursuantto that certain Subscription Agreement,dated as of December 27,2024(the“8F Fund SubscriptionAgreement”), entered into by and between the Company and 8F Fund; ●up to 5,107,787 shares of Class A common stock issuable upon conversion of the Series B-6 Resettable ConvertiblePreferred Stock, $0.001 par value per share (“Series B-6 preferred stock”), we issued to Pulse Pioneer Fund, LP (“PulsePioneer Fund”) pursuant to that certain Subscription Agreement, dated as of April 3, 2025 (the “Pulse Pioneer FundSubscription Agreement”), entered into by and between the Company and Pulse Pioneer Fund;●up to 52,220 shares of Class A common stock issuable upon conversion of the Series B-7 Resettable ConvertiblePreferred Stock, $0.001 par value per share (“Series B-7 preferred stock”), we issued to Cork & Vines Fund I pursuant tothat certain Subscription Agreement, dated as of April 12, 2025 (the “Cork & Vines Fund I Subscription Agreement”),entered into by and between the Company and Cork & Vines Fund I;●up to 937,191 shares of Class A common stock issuable upon conversion of the Series B-8 Resettable ConvertiblePreferred Stock, $0.001 par value per share (“Series B-8 preferred stock”), we issued to Mendoza Ventures Growth FundIII, LP (“Mendoza Ventures Growth Fund III”) pursuant to that certain Subscription Agreement, dated as of May 19,2025 (the “Mendoza Ventures Growth Fund III Subscription Agreement”), entered into by and between the Company andMendoza Ventures Growth Fund III;●up to 549,636 shares of Class A common stock issuable upon conversion of the Series B-9 Resettable ConvertiblePreferred Stock, $0.001 par value