Beneficient (BENF) Registration Filing summary

Company overview and business model

• The company offers Series B Resettable Convertible Preferred Stock to institutional investors as part of its ExAlt Plan structure, facilitating alternative asset liquidity and primary capital solutions.

• Each offering is structured to fund a capital commitment to a fund via a trust, with the investor receiving preferred shares convertible into Class A Common Stock.

• The preferred shares are issued at $10.00 per share, with conversion features and anti-dilution protections, and are part of a broader strategy to provide liquidity to alternative asset investors.

• The offering is conducted as a private placement under Rule 506(c) of Regulation D, limited to accredited investors.

Offering details and pricing

• The preferred shares are convertible into Class A Common Stock at a conversion price set by a five-day trailing VWAP at closing, subject to monthly resets and a floor price.

• Conversion is subject to a 4.99% beneficial ownership cap, which can be increased to 9.99% at the investor's discretion.

• The total number of shares issuable upon conversion is capped at 20% of the company’s outstanding Class A and Class B Common Stock, unless shareholder approval is obtained.

• The preferred shares are non-voting except for certain protective provisions and have dividend rights on an as-converted basis.

• The company will not receive cash proceeds from the sale; proceeds are used to fund the trust’s capital commitment to the fund.

• AltAccess Securities Company, L.P., an affiliate, acts as managing dealer and placement agent, receiving up to 2.9% of the offering as a fee, payable in cash and/or Class A Common Stock.

Use of proceeds and capital allocation

• No cash proceeds are received by the company; the offering is structured to fulfill the trust’s capital commitment to the fund.

• The company reserves the right to issue additional preferred shares in subseries at its discretion.