Beneficient-A 美股招股说明书（2026年3月12日版）

71,017,840 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus of Beneficient, a Nevada corporation (the “Company,”“we,” “us” or “our”), dated January 2, 2026, which forms a part of our Registration Statement on Form S-1 (Registration No. 333-292387) (the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in the Prospectuswith the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”)on March 12, 2026. Accordingly, we have attached the Form 8-K to this prospectus supplement. The information included in the Form This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates andsupplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this Our Class A common stock, par value $0.001 per share (the “Class A common stock”), is listed on The Nasdaq Capital Marketunder the symbol “BENF,” and the warrants, with each warrant exercisable for one share of Class A common stock and one share ofSeries A preferred stock, par value $0.001 per share, at an exercise price of $7,360 (the “Warrants”), are listed on The Nasdaq CapitalMarket under the symbol “BENFW”. On March 11, 2026, the last reported sales price of the Class A common stock was $3.79 pershare, and the last reported sales price of our Warrants was $0.0107 per Warrant. We are an “emerging growth company” and a“smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reducedpublic company reporting requirements for this and future filings. Certain holders of our Class B common stock, par value $0.001 per Investing in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 8 of the Prospectusand under similar headings in any further amendments or supplements to the Prospectus to read about factors you shouldconsider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if any Prospectus or this prospectus supplement is truthful or complete. Any representation to The date of this prospectus supplement is March 12, 2026. FORM 8-K under any of the following provisions (seeGeneral Instruction A.2. below):☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Securities registered pursuant to Section 12(b) of the Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01.Entry into a Material Definitive Agreement. As previously disclosed, Beneficient Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of Beneficient, a Nevadacorporation (the “Company”), and Beneficient Company Holdings, L.P., as guarantor (the “Guarantor” and together with theBorrower, the “Loan Parties”), are party to that certain Credit and Guaranty Agreement (as amended, the “Credit Agreement”), datedOctober 19, 2023, with HH-BDH, LLC (“HH-BDH”) acting as the lender. HH-BDH’s sole member is Hicks Holdings Operating,LLC, a Delaware limited liability company (“Hicks Holdings”). The managing member of Hicks Holdings is Mack Hicks, who wasappointed as a member of the Company’s board of directors (the “Board”) following execution of the Letter Agreement (as defined As previously disclosed, on January 12, 2026, the Company completed the repayment of the outstanding principal amount of the loansmade pursuant to the Credit Agreement of approximately $27.5 million prior to the stated maturity date of October 19, 2026. On March 10, 2026, HH-BDH and the Loan Parties entered into that certain Letter Agreement (the “Letter Agreement”), pursuant towhich the Credit Agreement was amended to provide for the payment of the remaining $1.66 million in interest and fees outstandingunder the Credit Agreement. For the payment of the outstanding interest and fees, (i) the Company agreed to issue HH-BDH 149,904shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock” and such shares, the “HH-BDH Shares”), having an aggregate value of $572,588 based on the five-day volumed-weighted average price per share of the Class Acommon stock on March 10, 2026, and (ii) the Borrower agreed to pay HH-BDH an amount in cash equal to $1,000,000 not later than The foregoing description of the Letter Agreement is a summary only, does not purport to be complete and is subject to, and qualifiedin its entirety by reference to, the full text of the Letter Agreement, a copy of