De-SPAC Merger Transaction |
12 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| De-SPAC Merger Transaction | De-SPAC Merger Transaction Forward Purchase Agreement On June 5, 2023, BCG entered into a Prepaid Forward Purchase Agreement, as amended, with a third-party (the “Purchaser”), pursuant to which the Purchaser agreed to purchase shares of Avalon Class A common stock that would have been redeemed in connection with the special meeting of Avalon’s stockholders to approve the transactions contemplated by the Business Combination Agreement (the “Forward Purchase Agreement”). Pursuant to the agreement, Purchaser bought shares of Avalon Class A common stock (the “AVAC FPA Shares”) for aggregate consideration of $25.0 million from unaffiliated third-parties. The AVAC FPA Shares were redeemed and converted into shares of Class A common stock and Series A preferred stock of Beneficient upon consummation of the Business Combination. After conversion of the Series A preferred stock, the Purchaser held an aggregate of 4,620 shares of Class A common stock in respect of the AVAC FPA Shares (such shares of Class A common stock, the “FPA Shares”). The $25.0 million in proceeds in respect of the FPA Shares was disbursed from the Avalon trust account following the consummation of the Business Combination, with $5.0 million disbursed to Beneficient and the remaining $20.0 million (the “Reserve Amount”) disbursed to Purchaser to be held per the terms of the Forward Purchase Agreement. Such Reserve Amount was reflected as a Stock Receivable classified in equity on the consolidated statements of financial condition. The Forward Purchase Agreement provides for two categories of FPA Shares: (i) 1,663 FPA Shares categorized as “Purchased Shares” and (ii) the remaining 2,957 FPA Shares categorized as “Prepaid Forward Shares”. No sales of any of the Prepaid Forward Shares occurred through September 30, 2024, and on such date, the Company and the Purchaser entered into an agreement to terminate the Forward Purchase Agreement. The Purchaser subsequently returned the 2,957 Prepaid Forward Shares to the Company. Recapitalization of BCG On June 6, 2023, immediately prior to the Conversion, BCG was recapitalized (the “BCG Recapitalization”) as follows: (i) the limited partnership agreement of BCG was amended to create one new subclass of BCG common units, the Class B Common Units (the “BCG Class B Common Units”), and the existing common units were renamed the Class A Common Units; and (ii) certain holders of the BCH Preferred A-1 entered into conversion and exchange agreements with BCG and BCH, pursuant to which they converted certain BCH Preferred A-1 to BCH Class S Ordinary Units, which were then contributed to BCG in exchange for the Class A Common Units (“BCG Class A Common Units”). Prior to the Conversion on June 6, 2023, the Company’s equity interests consisted of common units, one series of preferred units, and noncontrolling interests. Pursuant to the Conversion, each BCG Class A Common Unit converted into 1.25 shares of Class A common stock, each BCG Class B Common Unit converted into 1.25 shares of Class B common stock (“Class B common stock”), and the capital account balance of the Preferred Series B Subclass 2 Unit Accounts of BCG (“BCG Preferred B.2 Unit Accounts”) converted into shares of Class A common stock at a rate based on a 20% discount to the valuation of the Class A common stock. Closing of the Transaction On June 7, 2023, the Company completed the Transaction. Each share of Avalon common stock issued and outstanding immediately prior to that date automatically converted into one share of Class A common stock and one share of Series A preferred stock of Beneficient. Additionally, each Avalon Warrant (defined below) automatically converted into a Warrant (defined below). The Transaction was accounted for as a capital transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, Beneficient was treated as the accounting acquirer and Avalon was treated as the acquired company for financial reporting purposes per ASC 805. Accordingly, for accounting purposes, the Transaction was treated similar to an equity contribution in exchange for the issuance of shares of common stock. The financial statements of the combined entity represented a continuation of the financial statements of Beneficient, and the net assets of Avalon were stated at historical cost, with no goodwill or other intangible assets recorded. Common Stock Warrants The Company assumed 15,525,000 publicly-traded Avalon Warrants (“Avalon Public Warrants”), which are exercisable for 24,258 shares of Class A common stock, as adjusted for stock splits, and 8,100,000 private placement Avalon Warrants, which are exercisable for 12,657 shares of Class A common stock, as adjusted for stock splits, (“Avalon Private Warrants” and together with the Avalon Public Warrants, the “Avalon Warrants”), which were originally issued by Avalon in connection with its initial public offering and, as a result of the assumption by the Company, became Warrants. The Avalon Public Warrants assumed by Ben are referred to as the “Public Warrants” and the Avalon Private Warrants assumed by Ben are referred to as the “Private Warrants,” and collectively, the “Warrants.” The Warrants are included in derivative warrant liabilities on the Company’s consolidated statements of financial condition. The Warrants entitle the holder to exercise each whole warrant for one share of Class A common stock and one share of Series A preferred stock at an exercise price of $7,360. The Public Warrants may only be exercised for a whole number of shares, and will expire on June 7, 2028 (i.e., five years following the closing), or earlier upon redemption or liquidations. Ben may redeem the outstanding Public Warrants (i) in whole and not in part; (ii) at a price of $6.40 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported last sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending business days before Ben sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $11,520 per share. In addition, we have the ability to redeem the outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $64.00 per Public Warrant if, among other things, the Reference Value equals or exceeds $6,400 per share. If and when the Public Warrants become redeemable by Ben, Ben may exercise its redemption right even if Ben is unable to register or qualify the underlying securities for sale under all applicable state securities laws. During any period when Ben fails to maintain an effective registration statement registering the Class A common stock issuable upon the exercise of the Warrants, Ben is required to permit holders of Warrants to exercise their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exemption. The Private Warrants, which became transferable, assignable and salable on July 7, 2023 (i.e., 30 days after the closing), are currently held by Avalon Acquisition Holdings, L.L.C (“the Avalon Sponsor”), and are generally identical to the Public Warrants, except they cannot be redeemed by Ben so long as they are held by the Avalon Sponsor or its permitted transferees. An Avalon Sponsor, or its permitted transferees, has the option to exercise the Private Warrants on a cashless basis and have certain registration rights. If the Private Warrants are held by holders other than the Avalon Sponsor or its permitted transferees, the Private Warrants will become redeemable by Ben in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. As part of liquidity transactions with our customers, which closed in connection with the Transactions, a total of 1,074,725 additional warrants were issued to two counterparties as part of their consideration for their interest in alternative assets on materially consistent terms as described above. As of March 31, 2026 and 2025, there were 24,699,725 Warrants outstanding with a fair value of $0.3 million and $0.2 million, respectively, included in the warrants liability line item on the consolidated statements of financial condition. During the years ended March 31, 2026 and 2025, gains of nominal and nominal, respectively, were recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein.
|