0001775734 2026-07-29 2026-07-29 0001775734 1 2026-07-29 2026-07-29 0001775734 1 2026-07-29 2026-07-29 0001775734 2 2026-07-29 2026-07-29 iso4217:USD pure shares S-1 S-1 EX-FILING FEES 0001775734 Beneficient N/A true false S-1 Beneficient false Equity Class A Common Stock true 55671296 3.1394 174774466.66 0.0001381 24136.35 174774466.66 24136.35 0.00 24136.35 0.00 Represents 55,671,296 shares of Class A common stock, par value $0.001 per share (the "Class A common stock"), of Beneficient (the "Company") registered for resale by the selling holders named in this registration statement (the "Prospectus"), consisting of (i) 32,467,532 shares of Class A common stock that the Company may elect to issue and sell pursuant to the A&R SEPA (as defined in the Prospectus and such shares, the "SEPA Shares"), (ii) 4,719,101 shares of Class A common stock that may be issued upon conversion of the Promissory Notes (as defined in the Prospectus), (iii) 280,631 shares of Class A common stock issued as Commitment Fee Shares (as defined in the Prospectus) pursuant to the A&R SEPA, (iv) 165,674 shares of Class A common stock that may be issued upon exercise of the Warrants (as defined in the Prospectus) to purchase 165,674 shares of Class A common stock at an exercise price of $21.04, (v) 15,625 shares of Class A common stock issuable upon of conversion of the Series B-2 preferred stock, par value $0.001 per share, pursuant to the Mendoza Subscription Agreement (as defined in the Prospectus), (vi) 1,786 shares of Class A common stock issuable upon of conversion of the Series B-3 preferred stock, par value $0.001 per share, pursuant to the Interest Solutions Subscription Agreement (as defined in the Prospectus), (vii) 3,219 shares of Class A common stock issuable upon of conversion of the Series B-4 preferred stock, par value $0.001 per share, pursuant to the Convergency Subscription Agreement (as defined in the Prospectus), (viii) 245,305 shares of Class A common stock issuable upon conversion of the Series B-5 preferred stock, par value $0.001 per share, pursuant to the 8F Fund Subscription Agreement (as defined in the Prospectus), (ix) 5,107,787 shares of Class A common stock issuable upon conversion of the Series B-6 preferred stock, par value $0.001 per share, pursuant to the Pulse Pioneer Fund Subscription Agreement (as defined in the Prospectus), (x) 52,220 shares of Class A common stock issuable upon conversion of the Series B-7 preferred stock, par value $0.001 per share, pursuant to the Cork & Vines Fund Subscription Agreement (as defined in the Prospectus), (xi) 937,191 shares of Class A common stock issuable upon conversion of the Series B-8 common stock, par value $0.001 per share, pursuant to the Mendoza Ventures Growth Fund III Subscription Agreement (as defined in the Prospectus), (xii) 549,636 shares of Class A common stock issuable upon conversion of the B-9 preferred stock, par value $0.001 per share, pursuant to the Cork & Vines Fund B-9 Subscription Agreement (as defined in the Prospectus), (xiii) 7,047,947 shares of Class A common stock issuable upon conversion of the B-10 preferred stock, par value $0.001 per share, pursuant to the Quartus AI Subscription Agreement (as defined in the Prospectus) and (xiv) 4,077,642 shares of Class A common stock issuable upon conversion of the B-11 preferred stock, par value $0.001 per share, pursuant to the Quartus AI II Subscription Agreement (as defined in the Prospectus). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the Company is also registering such additional indeterminate number of shares of common stock as may become issuable as a result of stock splits or stock dividends. Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high ($3.2588) and low ($3.02) prices of the shares of Class A common stock on The Nasdaq Capital Market on July 28, 2026 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission). true Beneficient S-1 333-292387 2025-12-23 24136.35 Equity Class A common stock 70764778 283349247.59 true Beneficient S-1 333-292387 2025-12-23 24136.35 The Registrant previously filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on December 23, 2025 (File No. 333-292387) (the "Prior Registration Statement"), that registered an aggregate of 71,017,840 shares of Class A common stock, 70,764,778 of which remain unsold (the "Unsold Securities") (as adjusted for stock splits). The Registrant hereby confirms that the Prior Registration Statement has been terminated. The Registrant expects to offset the registration fee due hereunder by an amount of fees that was previously paid with respect to the Unsold Securities covered by the Prior Registration Statement pursuant to Rule 457(p) under the Securities Act. The fee previously paid for the Unsold Securities covered by the Prior Registration Statement was pursuant to Rule 457(p) under the Securities Act, and the Registrant hereby offsets the total registration fee due under this Registration Statement of $24,136.35 from the fees previously paid in connection with the Unsold Securities covered by the Prior Registration Statement.