Beneficient (BENF) Registration filing summary

Offering details and pricing

• The offering is a private placement of Series B Resettable Convertible Preferred Stock, par value $0.001 per share, convertible into Class A Common Stock at a stated price of $10.00 per share.

• The Preferred Stock is issued to fulfill a capital commitment of $7,444,545 by the Custody Trust, with the number of shares subject to a 20% maximum issuance cap relative to outstanding Class A and B Common Stock, unless shareholder approval is obtained.

• The initial conversion price is based on the five-day trailing VWAP of Class A Common Stock as of the agreement date, subject to monthly resets, but not below 50% of the initial price.

• Each share of Preferred Stock automatically converts to Class A Common Stock on the fifth anniversary of the closing, subject to certain conditions, or earlier at the holder's option.

• The Preferred Stock is offered only to accredited investors under Rule 506(c) of Regulation D.

Use of proceeds and capital allocation

• The company will receive no cash proceeds from this offering; the Preferred Stock is issued to fund the Custody Trust's capital commitment.

• Estimated offering expenses include up to $145 million (2.9% of the aggregate principal amount) as a managing dealer fee to AltAccess Securities Company, L.P., and up to $150 million (3%) in commissions to selling group members if applicable.

• The managing dealer fee is paid in a mix of cash and Class A Common Stock, with vesting schedules for the equity portion.

Risk factors and disclosures

• The Preferred Stock is subject to transfer restrictions and may not be resold or transferred without registration or an exemption.

• Investors may not be able to readily sell or transfer the securities and may bear the financial risk for an indefinite period.

• The offering is suitable only for investors who can afford a total loss and have no need for liquidity.

• The company intends to limit investments by benefit plan investors to less than 25% of each class of equity to avoid ERISA plan asset status.

• The company makes no representation that the Preferred Stock is a suitable or appropriate investment for any plan subject to ERISA or similar laws.