Beneficient (BENF) Proxy filing summary

Executive summary

• Closed an $8.75 million primary capital transaction with Quartus AI Fund LP, acquiring a limited partner interest in exchange for Series B-10 Resettable Convertible Preferred Stock, convertible into Class A Common Stock.

• The transaction is expected to add approximately $9.77 million in tangible book value and collateral to the loan portfolio, with an unrealized gain of about $1.2 million.

• The Series B-10 Preferred Stock is subject to conversion price resets and a floor price, with a maximum of 7,047,947 Class A shares issuable upon conversion.

• The issuance was exempt from registration under Section 4(a)(2) and Regulation D.

• Forward-looking statements highlight potential risks and uncertainties, referencing risk factors in recent SEC filings.

Voting matters and shareholder proposals

• Stockholder approval is required for the issuance of Class A Common Stock upon conversion of Series B-10 Preferred Stock in excess of the Nasdaq Exchange Cap.

• A proxy statement will be filed and sent to shareholders to seek approval for the transaction.

Board of directors and corporate governance

• The board authorized the creation and designation of the Series B-10 Preferred Stock, with 875,214 shares established.

• The board's resolution outlines the rights, preferences, and limitations of the new preferred stock series.