| (1) |
Represents
71,017,840 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) 64,371,217 shares of Class A common stock that the Company may elect to issue and sell pursuant to the SEPA (as
defined in the Prospectus and such shares, the “SEPA Shares”), (ii) 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, (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) 130,557 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), (ix) 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), (x) 14,293
shares of Class A common stock issued pursuant to the Amendment to the Settlement and Release Agreement (as defined in the Prospectus)
and (xi) 25,186 shares of Class A common stock issued pursuant to the Vendor 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. |