Prospectus
Supplement No. 2
(to
Prospectus dated January 2, 2026) |
|
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-292387 |
BENEFICIENT
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 Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the
“SEC”) on January 20, 2026. Accordingly, we have attached the Form 8-K to this prospectus supplement. The information
included in the Form 8-K that is furnished shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
This
prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information
in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
Our
Class A common stock, par value $0.001 per share (the “Class A common stock”), is listed on The Nasdaq Capital Market under
the symbol “BENF,” and the warrants, with each warrant exercisable for one share of Class A common stock and one share of
Series A preferred stock, par value $0.001 per share, at an exercise price of $11.50 (the “Warrants”), are listed on The
Nasdaq Capital Market under the symbol “BENFW”. On January 16, 2026, the last reported sales price of the Class A
common stock was $4.70 per share, and the last reported sales price of our Warrants was $0.0118 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 reduced public company reporting requirements for this and future filings. Certain holders of our Class
B common stock, par value $0.001 per share (the “Class B common stock”), have entered into a stockholders agreement concerning
the election of directors of the Company, and holders of Class B common stock have the right to elect a majority of the Company’s
directors. As a result, the Company is a “controlled company” within the meaning of the Nasdaq Listing Rules and may elect
not to comply with certain corporate governance standards.
Investing
in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 8 of the Prospectus and under
similar headings in any further amendments or supplements to the Prospectus to read about factors you should consider before buying our
securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if any Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is January 20, 2026.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): January 20, 2026
Beneficient
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-41715 |
|
72-1573705 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
325 North St. Paul Street, Suite 4850
Dallas, Texas 75201
(Address of Principal Executive Offices, and Zip Code)
(214)
445-4700
Registrant’s
Telephone Number, Including Area Code
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General 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) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| Shares
of Class A common stock, par value $0.001 per share |
|
BENF |
|
Nasdaq
Stock Market LLC |
| Warrants,
each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A
convertible preferred stock, par value $0.001 per share |
|
BENFW |
|
Nasdaq
Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
7.01. |
Regulation
FD Disclosure. |
On January 20, 2026, Beneficient (the “Company”)
issued a press release announcing that the Company completed the repayment of an aggregate of approximately $27.5 million of loans in
satisfaction of 100% of the outstanding principal amounts ultimately owed to a Texas state bank (the “Lender”).
A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The
information in this Item 7.01 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section
and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof, regardless of any general incorporation language in such filing.
As previously disclosed, Beneficient
Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of the Company, and Beneficient Company Holdings, L.P., as
guarantor (the “Guarantor” and together with the Borrower, the “Loan Parties”), are party to that certain Credit
and Guaranty Agreement (as amended, the “Hicks Holdings Credit Agreement”), dated October 19, 2023, with HH-BDH
LLC, whose sole member is Hicks Holdings Operating, LLC, a Delaware limited liability company (“Hicks Holdings”). The
managing member of Hicks Holdings was Thomas O. Hicks, who previously served as the chairman of the Company’s Board of Directors.
The Lender receives customary fees and expenses in its capacity as a lender and as the administrative agent under the Hicks Holdings
Credit Agreement. Hicks Holdings may be deemed to have a direct or indirect material financial interest with respect to the transactions
contemplated by the Hicks Holdings Credit Agreement.
The Hicks Holdings Credit Agreement
originally provided for a three-year term loan in the aggregate principal amount of $25.0 million, which was fully drawn upon closing
of the Hicks Holdings Credit Agreement. The Hicks Holdings Credit Agreement was further amended on August 16, 2024 (the
“Amendment”) to, among other things, add a subsequent term loan of up to approximately $1.7 million, which was fully drawn
upon closing of the Amendment.
On January 12, 2026, the Company repaid
the remaining outstanding principal under the loans prior to the stated maturity date of October 19, 2026. The Company still owes
$1.66 million to Hicks Holdings for interest and fees (“Outstanding Amounts”) that it agreed to defer. The Company anticipates
paying the Outstanding Amounts over time on terms mutually agreed upon by Hicks Holdings and the Loan Parties. As a
result of the repayment, all obligations under the credit agreement with the Lender have been satisfied, and upon final payment of the
Outstanding Amounts, all obligations under the Hicks Holdings Credit Agreement will be satisfied.
The foregoing descriptions of the Hicks
Holdings Credit Agreement, the Amendment and the loans are summaries only, do not purport to be complete, and are qualified in their
entirety by reference to the Hicks Holdings Credit Agreement and the Amendment, copies of which are filed as Exhibit 10.1 to the
Current Report on Form 8-K filed on October 20, 2023, and as Exhibit 10.1 to the Current Report on Form 8-K filed on August 21, 2024,
respectively.
| Item
9.01. |
Financial
Statements and Exhibits. |
Exhibit
No.
|
|
Description
of Exhibit |
| |
|
|
| 99.1 |
|
Press
Release issued by Beneficient on January 20, 2026. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
BENEFICIENT
|
| |
|
| |
By: |
/s/
Gregory W. Ezell |
| |
Name: |
Gregory
W. Ezell |
| |
Title: |
Chief
Financial Officer |
| |
Dated: |
January
20, 2026 |
