BENEFICIENT

 

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 "Selling Holders"), or their permitted transferees, of up to 55,671,296 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:

 

 ●32,467,532 shares of Class A common stock (the "A&R 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 Amended and Restated Standby Equity Purchase Agreement, dated as of June 26, 2026, entered into by and between the Company and Yorkville (the "A&R SEPA");
   
 ●up to 4,719,101 shares of Class A common stock issuable upon conversion of the promissory notes (the "Conversion Shares") 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 for its irrevocable commitment to purchase shares of Class A common stock at our direction, from time to time after the date of 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", and together with the A&R SEPA Shares, the Conversion Shares and the Commitment Fee Shares, the "Yorkville Shares") to purchase 165,674 shares of Class A common stock at an exercise price of $21.04 we agreed to issue and sell to Yorkville pursuant to the Purchase Agreement (as defined herein) (the "Yorkville Warrants");