M&A - Beneficient

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225016351

Filing Summary: On June 17, 2025, Beneficient closed a primary capital transaction involving the acquisition of a limited partner interest in an investment fund valued at $1,910,370. This was part of an agreement made on May 22, 2025. As part of the transaction, Beneficient's trust vehicles provided the customer with 191,037 shares of Series B-8 Resettable Convertible Preferred Stock, convertible into shares of the company’s Class A Common Stock at an initial conversion price of $0.3397, subject to reset provisions. The company established a certificate of designation for the Series B-8 Preferred Stock, detailing the rights and obligations associated with the shares, including provisions for optional and mandatory conversion into Class A Common Stock and specifications regarding liquidation preferences and dividends. The transaction was not registered under the Securities Act and relied on the exemption provided by Section 4(a)(2) of the Act. Additionally, a press release regarding the closing of the transaction was issued on June 24, 2025, highlighting its significance.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000149315224051222

Filing Summary: On December 22, 2024, Beneficient entered into a Master Agreement involving several parties, including Beneficient Company Holdings, L.P. and Beneficient Holdings, Inc. This agreement allows the holders of preferred equity to amend governing documents for liquidation priority, enabling public stockholders to share in potential liquidation benefits. The agreement requires stockholder approval for charter amendments, including an increase in the number of authorized shares of Class B common stock. Additional modifications were made to the existing Compensation Policy and the introduction of new FLP-4 Unit Accounts for customer subscriptions. The execution of the Master Agreement was publicly announced in a press release on December 23, 2024, and is subject to various closing conditions including approvals from the Company’s stockholders and partners of BCH. Future offerings and transactions are contingent on the closing of this merger-like agreement, which aims to bolster the Company’s liquidity business and integrate alternative asset valuations into its structure.