0001493152-24-041845 | S-1 | XBRL Viewer

$ (1,183,000)

(3,461,000)

(104,521,000)

(51,421,000)

331,367,000

329,119,000

497,221,000

Loss on investment in debt securities

1,183,000

3,461,000

104,521,000

51,421,000

(21,000)

4,290,000

4,070,000

11,226,000

500,000

12,600,000

Due in one year or less,amortized cost basis

1,687,000

66,000,000

Due in one year or less, fair value

1,942,000

1,964,000

75,900,000

No fixed maturity, amortized cost basis

998,000

No fixed maturity, fair value

477,000

998,000

Amortized Cost Basis

2,685,000

66,998,000

Fair Value

2,419,000

2,962,000

76,898,000

Other equity securities and interests

26,700,000

26,800,000

21,600,000

Transfer from Investments

56,700,000

Other equity securities and interests

10,800,000

Impairments on equity securities

37,800,000

Beneficient [Member]

Fair Value

620,000

Other equity securities and interests

6,000

Noncredit Related Portion [Member]

4,300,000

6,000

5,362,000

^[2]

Put Option [Member]

700,000

(2,328,000)

(3,023,000)

(3,460,000)

3,991,000

Put Option [Member] | Beneficient [Member]

$ (700,000)

2,328,000

3,023,000

3,460,000

2,000,000.0

2,500,000

Put Option [Member] | Parent Company [Member]

(2,000,000.0)

(2,500,000)

(1,700,000)

Other Public Companies [Member] | Common Stock Including Additional Paid in Capital [Member]

1,700,000

Fair value of common stock

4,100,000

4,900,000

$ 8,800,000

CT Risk Management LLC [Member]

Purchase of put options

$ 5,000,000.0

Proceeds from equity interest

$ 2,400,000

GWG Holdings [Member] | Wind Down Trust [Member]

Fair value of common stock

200,000

600,000

$ 17,400,000

Beneficient Warrants [Member]

Combined distribution value

7,200,000

1,500,000

2,500,000

Defined Benefit Plan Disclosure [Line Items]

$ (1,500,000)

$ (2,500,000)

[1]	Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4.
[2]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Schedule of Other Assets (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Mar. 31, 2024

Mar. 31, 2023

Promissory note receivable

$ 5,515

$ 5,104

Allowance for promissory note receivable and other receivables

(5,515)

Prepaid expenses

4,054

2,329

Loan fee receivable

2,932

Insurance reimbursable receivable

2,840

3,211

Fixed assets (Note 7)

2,328

4,344

Distribution receivables

5,891

Deferred costs of equity offering

343

7,778

Defined Benefit Plan Disclosure [Line Items]

2,202

2,051

Total Other assets, net

$ 11,912

14,699

32,903

^[1]

Related Party [Member]

Related party receivables

17,795

Allowance for related party receivables

(15,600)

Total Other assets, net

$ 2,195

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Equity (Details Narrative)

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

51 Months Ended

66 Months Ended

Jan. 01, 2025

$ / shares

Oct. 03, 2023

$ / shares

Jul. 10, 2023

$ / shares

Jun. 27, 2023

USD ($)

Jun. 08, 2023

Jun. 07, 2023

Jun. 06, 2023

USD ($)

$ / shares

Apr. 01, 2022

USD ($)

Jun. 30, 2023

USD ($)

Jun. 30, 2024

USD ($)

Integer

$ / shares

Jun. 30, 2023

USD ($)

Mar. 31, 2024

USD ($)

Integer

$ / shares

Jun. 30, 2024

USD ($)

Integer

$ / shares

Mar. 31, 2024

USD ($)

Integer

$ / shares

Mar. 31, 2023

USD ($)

$ / shares

Mar. 31, 2023

USD ($)

$ / shares

Jun. 30, 2024

USD ($)

Integer

$ / shares

Jun. 05, 2023

$ / shares

Standby equity purchase agreement, shares issued | shares

5,703

Preferred stock, shares authorized | shares

250,000,000

Preferred stock, par value | $ / shares

$ 0.001

Potential exchange price | $ / shares

$ 800.00

$ 840.00

Number of days preceding exchange date

20 days

Compensation expense

$ 994,000

$ 27,001,000

$ 39,103,000

$ 10,085,000

Asset valuation adjustment

44,310,000

(1,155,970,000)

(2,658,180,000)

(252,100,000)

321,900,000

$ 321,900,000

321,900,000

$ 321,900,000

103,012,000

157,157,000

103,012,000

157,157,000

65,724,000

^[1]

$ 65,724,000

^[1]

$ 103,012,000

^[2]

11,973,000

^[2]

269,000

131,000

Noncontrolling Interest [Member]

^[2]

269,000

(7,713,000)

$ (44,552,000)

(579,331,000)

(132,644,000)

^[2]

299,000

^[2]

2,057,000

Standby Equity Purchase Agreement [Member]

$ 269,000

^[2]

$ (131,000)

Standby equity purchase agreement, shares issued | shares

$ 2,600,000

$ 1,300,000

$ 3,900,000

Commitment fee

$ 1,300,000

449,307

48,818

498,125

Standby Equity Purchase Agreement, expiration period

36 months

Standby Equity Purchase Agreement [Member] | Maximum [Member]

$ 250,000,000.0

Preferred stock, shares authorized | shares

4,000,000

Number of votes per share | Integer

172,574

$ 218.40

$ 2.22

Initial conversion price, percentage

$ 10.00

50.00%

Units issuable | shares

165,037

Annual conversion limit

9.99%

550,510

17,456

$ 372.80

$ 0.001

Number of votes per share | Integer

191,405

Preferred Series A Stock [Member]

$ 0.001

Preferred stock, shares authorized | shares

50,000,000

Preferred stock, shares issued | shares

34,962

34,961

Preferred stock, shares outstanding | shares

Preferred stock, par value | $ / shares

$ 0.001

Preferred stock, shares issued | shares

226,932

Preferred stock, shares outstanding | shares

226,932

Preferred stock, par value | $ / shares

$ 0.001

Annual conversion limit

499.00%

Series B Preferred Stock [Member] | Maximum [Member]

Conversion price | $ / shares

$ 436.80

Series B Preferred Stock [Member] | Minimum [Member]

Conversion price | $ / shares

5.38

Preferred Series B Subclass 1 [Member]

3,768,995

Liquidation preference | $ / shares

$ 218.40

$ 10.00

Calendar days after original issuance date

210 days

Calendar days after original issuance date

60 months

Calendar days after original issuance date

1 year

Preferred Series B Subclass 2 [Member]

Preferred Series B Subclass 3 [Member]

200,000

Preferred Series B Subclass 4 [Member]

20,000

6,932

Quarterly guaranteed payment, annual basis

6.00%

Quarterly guaranteed payment, fiscal quarter basis

1.50%

Guaranteed payment accrual

$ 42,000,000.0

$ 37,700,000

$ 42,000,000.0

$ 37,700,000

$ 20,900,000

$ 42,000,000.0

Percentage redeemable

12.50%

Maximum percentage redeemable

50.00%

Convertible shares of preferred stock, percentage redeemable

12.50%

Weighted average preferred return rate

0.00%

0.93%

0.23%

1.38%

Deemed dividend

$ 106,100,000

Limit on indebtedness, capital percent of NAV threshold

55.00%

Limit on indebtedness, debt percent of NAV threshold

40.00%

Aggregate capital accounts, converted

$ 193,900,000

Preferred Series A Subclass 1 [Member] | Noncontrolling Interest [Member]

$ (7,187,000)

$ (674,000)

(484,556,000)

Preferred Series A Subclass 1 [Member] | Forecast [Member]

Maximum conversion price | $ / shares

Annual conversion limit

20.00%

$ 1,440

Number of days preceding exchange date

30 days

5,057

Units issuable | shares

402,383

Common stock exchange ratio

208,861

Units issued | shares

67,000

Units outstanding | shares

67,000

72,000.0

67,000

BCH Class S ordinary units | shares

260,000

160,000

260,000

160,000

260,000

Class S Ordinary [Member] | Noncontrolling Interest [Member]

(29,365,000)

$ (48,676,000)

$ (16,987,000)

941,000

Common Class A And B [Member]

Common stock exchange ratio

Conversion of BCG Common Class A Units [Member]

Preferred Series C Subclass 1 [Member]

Additional value

15,000,000.0

Compensation expense

$ 15,000,000.0

15,000,000.0

$ 372.80

Compounded quarterly return prior to IPO, numerator

550,510

Trading days

20 days

0.50%

Compounded quarterly return following IPO, numerator

0.75%

Preferred Series C Subclass 1 [Member] | Forecast [Member]

Minimum conversion price | $ / shares

$ 1,020

Class S Preferred [Member]

Preferred stock exchange ratio

1.2

Preferred return earned

$ 200,000

Class S Preferred [Member] | Noncontrolling Interest [Member]

$ (856,000)

1,116,000

FLP Units Subclass 1 [Member]

FLP Units Subclass 2 [Member]

Allocation percentage

50.50%

FLP Units Subclass 1 And 2 [Member]

Allocation percentage

49.50%

Profits interest on financing and other tax pass-through businesses

15.00%

Upward carrying value adjustment, percentage of capital accounts

$ 0

2,200,000

15.00%

FLP Units Subclass 1 And 2 [Member] | Maximum [Member]

Net service fee revenue interest, EBITDA to revenue ratio

50.00%

FLP Units Subclass 1 And 2 [Member] | Minimum [Member]

Net service fee revenue interest, EBITDA to revenue ratio

20.00%

FLP Units Subclass 3 [Member]

Net financing revenues, quarterly percentage

$ 0

900,000

5.00%

Net financing revenues allocated, annualized stated interest percentage

10.00%

Tax and distributions, percentage of profits allocated

100.00%

Charitable Beneficiaries [Member]

$ 900,000

Percentage of distributions entitled to residual beneficiary, distributions received

2.50%

Percent of distributions entitled to residual beneficiary, payments on amounts due

5.00%

Percent of distributions entitled to residual beneficiary, amount of excess cash collateral

10.00%

100,000

$ 1,100,000

300,000

Class AOfCT [Member]

Percent of distributions entitled to residual beneficiary, amount of excess of capital contributions

Minority interest sold

$ 2,400,000

2.00%

Class AOfCT [Member] | Noncontrolling Interest [Member]

$ (647,000)

$ (1,068,000)

(962,000)

$ 269,000

$ (131,000)

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.
[2]	Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Current expense
Federal	$ 28
Deferred expense
Federal			$ 788	$ (1,072)
Income tax expense (benefit)	$ 28		$ 788	$ (1,072)

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Risks and Uncertainties

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Risks and Uncertainties [Abstract]

Risks and Uncertainties

16. Risks and Uncertainties

The Customer ExAlt Trusts hold investments in alternative assets, public and private equity securities, and debt securities that are exposed to market risk, credit risk, currency risk, and interest rate risk. Currently, these investments, whose cash flows serve as collateral to the ExAlt Loans, primarily are comprised of alternative assets consisting of private equity limited partnership interests, which are primarily denominated in the U.S. dollar, Euro, and Canadian dollar. The financial statements risks, stemming from such investments, are those associated with the determination of estimated fair values, the diminished ability to monetize certain investments in times of strained market conditions, the recognition of income and recognition of impairments on certain investments.

The portfolio of alternative assets covers the following industry sectors and geographic regions for the periods shown below (dollar amounts in thousands):

	June 30, 2024					March 31, 2024
Industry Sector	Value		Percent of Total			Value		Percent of Total
Food and staples retailing	$	66,516		22.3	%	$	41,721		14.2	%
Software and services		41,935		14.1			42,908		14.6
Utilities		28,656		9.6			28,768		9.8
Diversified financials		23,386		7.9			30,297		10.3
Energy		19,796		6.6			19,930		6.8
Capital goods		15,337		5.1			23,146		7.9
Health care equipment and services		16,155		5.4			16,520		5.6
Semiconductors and Semiconductor Equipment		12,090		4.1			16,144		5.5
Other⁽¹⁾		74,017		24.9			74,482		25.3
Total	$	297,888		100.0	%	$	293,916		100.0	%

(1)	Industries in this category each comprise less than 5 percent. Semiconductors and Semiconductor Equipment is shown separately as it comprised greater than 5 percent in the prior period.

	June 30, 2024					March 31, 2024
Geography	Value		Percent of Total			Value		Percent of Total
North America	$	150,944		50.7	%	$	164,205		55.9	%
South America		68,284		22.9			43,543		14.8
Asia		43,265		14.5			49,385		16.8
Europe		34,695		11.6			35,870		12.2
Africa		700		0.3			913		0.3
Total	$	297,888		100.0	%	$	293,916		100.0	%

The ExAlt Loans, which are eliminated upon consolidation solely for financial reporting purposes, are collateralized by the cash flows originating from the Customer ExAlt Trusts’ investments in alternative assets, public and private equity securities, and debt securities, without recourse to the customer. These ExAlt Loans are a key determinant in income (loss) allocable to Ben’s and BCH’s equity holders. Ben has underwriting and due diligence procedures and utilizes market rates. Finally, the Customer ExAlt Trusts provide for excess cash flows from a collective pool of alternative assets, public and private equity securities, and debt securities, to be utilized to repay the ExAlt Loans to Ben from the Customer ExAlt Trusts when cash flows from the customer’s original alternative assets are not sufficient to repay the outstanding principal, interest, and fees. Excess cash flows from the collective pool of alternative assets, public and private equity securities, and debt securities, above those needed to satisfy the outstanding principal interest and fees of the ExAlt Loans are available to pay contingent interest to Ben on the ExAlt Loans up to a specified contingent interest rate.

As discussed in Note 1, Ben received a charter from the state of Kansas and established an office in the state of Kansas. If we are unable to maintain the Kansas charter or obtain a charter from another state if we no longer hold the Kansas charter, our ability to affect parts of our business plan, as currently constituted, may be compromised.

In October 2023, following a series of attacks by Hamas on Israeli civilian and military targets, Israel declared war on Hamas in Gaza. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine and as a result, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The ongoing Russia-Ukraine conflict and Israel-Hamas conflict could have a negative impact on the economy and business activity globally (including in the countries in which the Customer ExAlt Trusts currently holds investments or may hold investments in the future), and therefore, could adversely affect the performance of the Customer ExAlt Trusts’ investments.

The extent and impact of any sanctions imposed in connection with the Russia-Ukraine conflict may cause financial market volatility and impact the global economy. Volatility and disruption in the equity and credit markets can adversely affect the portfolio companies underlying the investments held by the Customer ExAlt Trusts and adversely affect the investment performance. Our ability to manage exposure to market conditions is limited. Market deterioration could cause the Company to experience reduced liquidity, earnings and cash flow, recognize impairment charges, or face challenges in raising capital, and making investments on attractive terms. Adverse market conditions can also affect the ability of investment funds held by the Customer ExAlt Trusts to liquidate positions in a timely and efficient manner. As a result, this presents material uncertainty and risk with respect to the performance of the investments held by the Customer ExAlt Trusts, even though the Customer ExAlt Trusts do not hold any investments with material operations in Russia, Ukraine, or Israel. The cash flows from the investment held by the Customer ExAlt Trusts serve as the collateral to the ExAlt Loans and the fees that are paid by the Customer ExAlt Trusts to Ben for administering these trusts, both of which are key determinants in the income allocated to BCG’s and BCH’s equity holders.

Further, these events may result in reduced opportunities for future liquidity solution transactions with our customers and make it more difficult for the Customer ExAlt Trusts to exit and realize value from its existing investments, potentially resulting in a decline in the value of the investments held in the Customer ExAlt Trusts. Such a decline could cause our revenue and net income to decline, including the revenues and net income allocated to BCG’s and BCH’s equity holders.

The Company continues to evaluate the impact of the ongoing Russia-Ukraine conflict, Israel-Hamas conflict and other items, such as inflation and rising interest rates, and assess the impact on financial markets and the Company’s business. The Company’s future results may be adversely affected by slowdowns in fundraising activity and the pace of new liquidity transactions with our customers. Management is continuing to evaluate the impact of the Russia-Ukraine conflict and the Israel-Hamas conflict and has concluded that while it is reasonably possible that such conflicts could have a negative effect on the Company’s financial position and/or results of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. Consequently, the consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

19. Risks and Uncertainties

The portfolio of alternative assets covers the following industry sectors and geographic regions for the periods shown below (dollars in thousands):

	March 31, 2024					March 31, 2023
Industry Sector	Value		Percent of Total			Value		Percent of Total
Software and services	$	42,908		14.6	%	$	54,944		14.2	%
Food and staples retailing		41,721		14.2			38,210		9.9
Diversified financials		30,297		10.3			52,544		13.6
Utilities		28,768		9.8			28,043		7.3
Capital goods		23,146		7.9			27,707		7.2
Energy		19,930		6.8			26,721		6.9
Health care equipment and services		16,520		5.6			23,626		6.1
Semiconductors and semiconductor equipment		16,144		5.5			17,935		4.6
Other⁽¹⁾		74,482		25.3			116,121		30.2
Total	$	293,916		100.0	%	$	385,851		100.0	%

(1)	Industries in this category each comprise less than 5 percent.

	March 31, 2024					March 31, 2023
Geography	Value		Percent of Total			Value		Percent of Total
North America	$	164,205		55.9	%	$	239,951		62.2	%
Asia		49,385		16.8			62,016		16.1
South America		43,543		14.8			41,423		10.7
Europe		35,870		12.2			38,874		10.1
Africa		913		0.3			3,587		0.9
Total	$	293,916		100.0	%	$	385,851		100.0	%

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands				3 Months Ended		12 Months Ended
	Jul. 29, 2024	Apr. 23, 2024	Dec. 16, 2022	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Jan. 30, 2023	Dec. 31, 2020	Dec. 31, 2019	Nov. 22, 2019	Jun. 12, 2019	Jun. 03, 2019	May 31, 2019
Loss Contingencies [Line Items]
Rental expense				$ 100	$ 1,700	$ 5,100	$ 6,600
Potential gross capital commitments				47,200		47,800	$ 61,100
Capital funding commitment reserves				$ 100		$ 100
Portfolio percentage of unfunded commitment				90.00%		90.00%
Maximum potential negative impact				$ 350,000		$ 350,000
Loss contingency related to arbitration award				55,000		55,000
Release of loss contingency related to arbitration award				$ 54,973		$ 55,000
Bayati Action [Member]
Loss Contingencies [Line Items]
Complaint filing period				20 days		20 days
Private Arbitration [Member]
Loss Contingencies [Line Items]
Damages sought			$ 36,300
Loss contingency		$ 55,300
Legal fees		$ 100
Private Arbitration [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Relief motion filing period	20 days
Chapter 11 Cases [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Maximum potential negative impact								$ 155,000
Chapter 11 Cases [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Maximum potential negative impact								382,000
Official Committee of Bondholders Motion [Member]
Loss Contingencies [Line Items]
Maximum potential negative impact								$ 500,000
Parent Purchase Of Equity [Member]
Loss Contingencies [Line Items]
Amounts under litigation												$ 10,000
Parent Loan Trust Commitment [Member]
Loss Contingencies [Line Items]
Amounts under litigation										$ 79,000				$ 65,000
Parent Loan Trust Commitment Tranche One [Member]
Loss Contingencies [Line Items]
Amounts under litigation													$ 50,000
Parent Loan Trust Commitment Tranche Two [Member]
Loss Contingencies [Line Items]
Amounts under litigation											$ 15,000
Parent Capital Contribution Preferred Units [Member]
Loss Contingencies [Line Items]
Amounts under litigation									$ 145,000

Schedule of Fair value Measurement Inputs and Valuation Techniques (Details) $ in Thousands	Jun. 30, 2024 USD ($) Integer	Mar. 31, 2024 USD ($) Integer	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($) Integer	Mar. 31, 2022 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value \| $	$ 1,942	$ 1,964	$ 2,183	$ 2,078	$ 3,000
Minimum [Member] \| Measurement Input, Revenue Multiple [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	0.2	0.2		0.2
Maximum [Member] \| Measurement Input, Revenue Multiple [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	18.9	18.9		18.9
Weighted Average [Member] \| Measurement Input, Revenue Multiple [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable Inputs	1.80	1.77		1.74
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value \| $	$ 1,942	$ 1,964		$ 2,078

Schedules of Concentration of Risk, by Risk Factor (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Mar. 31, 2023

Industry Risk [Member] | Alternative Investments [Member]

$ 297,888

$ 293,916

$ 385,851

$ 297,888

$ 293,916

$ 385,851

Geographic Concentration Risk [Member] | Net Assets, Geographic Area [Member]

100.00%

$ 297,888

$ 293,916

$ 385,851

Geographic Concentration Risk [Member] | Net Assets, Geographic Area [Member] | North America [Member]

100.00%

$ 150,944

$ 164,205

$ 239,951

Geographic Concentration Risk [Member] | Net Assets, Geographic Area [Member] | South America [Member]

50.70%

55.90%

62.20%

$ 68,284

$ 43,543

$ 41,423

Geographic Concentration Risk [Member] | Net Assets, Geographic Area [Member] | Asia [Member]

22.90%

14.80%

10.70%

$ 43,265

$ 49,385

$ 62,016

Geographic Concentration Risk [Member] | Net Assets, Geographic Area [Member] | Europe [Member]

14.50%

16.80%

16.10%

$ 34,695

$ 35,870

$ 38,874

Geographic Concentration Risk [Member] | Net Assets, Geographic Area [Member] | Africa [Member]

11.60%

12.20%

10.10%

$ 700

$ 913

$ 3,587

Food and Staples Retailing Sector [Member] | Industry Risk [Member] | Alternative Investments [Member]

0.30%

0.90%

$ 66,516

$ 41,721

$ 38,210

Software and Services Sector [Member] | Industry Risk [Member] | Alternative Investments [Member]

22.30%

14.20%

9.90%

$ 41,935

$ 42,908

$ 54,944

Utilities Sector [Member] | Industry Risk [Member] | Alternative Investments [Member]

14.10%

14.60%

14.20%

$ 28,656

$ 28,768

$ 28,043

Diversified Financials Sector [Member] | Industry Risk [Member] | Alternative Investments [Member]

9.60%

9.80%

7.30%

$ 23,386

$ 30,297

$ 52,544

Energy Sector [Member] | Industry Risk [Member] | Alternative Investments [Member]

7.90%

10.30%

13.60%

$ 19,796

$ 19,930

$ 26,721

Capital Goods Sector [Member] | Industry Risk [Member] | Alternative Investments [Member]

6.60%

6.80%

6.90%

$ 15,337

$ 23,146

$ 27,707

Health Care Equipment and Services [Member] | Industry Risk [Member] | Alternative Investments [Member]

5.10%

7.90%

7.20%

$ 16,155

$ 16,520

$ 23,626

Semiconductors and Semiconductor Equipment [Member] | Industry Risk [Member] | Alternative Investments [Member]

5.40%

5.60%

6.10%

$ 12,090

$ 16,144

$ 17,935

Other Sector [Member] | Industry Risk [Member] | Alternative Investments [Member]

4.10%

5.50%

4.60%

$ 74,017

^[1]

$ 74,482

^[1]

$ 116,121

Basis of Presentation and Principles of Consolidation

24.90%

^[1]

25.30%

^[1],[2]

30.20%

^[2]

[1]	Industries in this category each comprise less than 5 percent. Semiconductors and Semiconductor Equipment is shown separately as it comprised greater than 5 percent in the prior period.
[2]	Industries in this category each comprise less than 5 percent.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Cash flows used in operating activities:
Net loss	$ 44,310	$ (1,155,970)	$ (2,658,180)	$ (252,100)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	414	931	3,775	3,606
Net amortization of debt premium and discount (related party of $(1,849) and $(6,154))	38	(1,287)	(1,250)	(4,478)
Loss on extinguishment of debt, net			8,846
Loss on impairment of goodwill	3,394	1,096,305	2,354,320
Loss on arbitration			54,973
Loss on financial instruments, net (related party of $67,457 and $63,536)	1,183	3,461	104,521	51,421
Return on investments in alternative assets held by Customer ExAlt Trusts				12,409
Investment (income) loss, net	(11,028)	(500)	(4,791)	54,010
Non cash interest expense (related party of $9,463 and $324)	3,315	5,072	17,699	11,223
Non cash interest income	(12)	(108)	(446)	(359)
Non cash share-based compensation	994	27,001	39,103	10,085
Provision for credit losses	524		6,016	20,580
Provision for deferred taxes				(1,072)
Write-off of deferred financing costs for equity and fixed assets				1,653
Release of loss contingency related to arbitration award	(54,973)		(55,000)
Changes in assets and liabilities:
Changes in other assets	1,851	(1,102)	5,965	(13,013)
Changes in accounts payable and accrued expenses	(565)	12,031	8,628	11,236
Changes in other liabilities	(92)	256	2,605	(319)
Net cash used in operating activities	(10,647)	(13,910)	(58,216)	(95,118)
Cash flows from investing activities:
Return of investments in alternative assets held by Customer ExAlt Trusts	7,248	12,005	46,268	72,551
Purchase of investments in alternative assets held by Customer ExAlt Trusts	(192)	(256)	(1,420)	(2,589)
Purchase of premises and equipment	(664)	(523)	(1,759)	(2,077)
Proceeds from sale of put options by Ben			968
Proceeds from sale of public equity securities held by Customer ExAlt Trusts				2,583
Purchase of put options				(7,451)
Net cash provided by investing activities	6,392	11,226	44,057	63,017
Cash flows from financing activities:
Proceeds received from issuance of Class A common under equity purchase agreement	2,555		1,122
Proceeds from debt financings			25,000
Payments on Customer ExAlt Trust loan payable		(3,056)	(6,780)	(17,907)
Payment of deferred financing costs for debt			(1,585)
Payment of deferred financing costs for equity	(1,564)	(3,153)	(8,091)	(6,116)
Distribution to noncontrolling interest			(269)	(131)
Payment for prepaid forward purchase agreement			(20,038)
Payments on debt due to related parties				(750)
Payment of employee income taxes on restricted stock units and restricted equity units		(84)	(116)	(1,125)
Proceeds from de-SPAC merger		24,761	24,761
Payment for prepaid forward purchase agreement		(20,038)
Net cash (used in) provided by financing activities	991	(2,983)	12,591	(34,459)
Net decrease in cash, cash equivalents, and restricted cash	(3,264)	(5,667)	(1,568)	(66,560)
Cash, cash equivalents, and restricted cash at beginning of period	7,977	9,545	9,545	76,105
Cash, cash equivalents, and restricted cash at end of period	4,713	3,878	7,977	9,545
Preferred Series B Subclass 2 [Member]
Cash flows from financing activities:
Redemption of BCH Preferred Series A Subclass 1 Unit Accounts		$ (1,413)	(1,413)	(4,637)
Preferred Series A Subclass 1 [Member]
Cash flows from financing activities:
Redemption of BCH Preferred Series A Subclass 1 Unit Accounts				$ (3,793)

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of Ben are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a going concern basis, and include the accounts of Ben, its wholly-owned and majority-owned subsidiaries and, certain variable interest entities (“VIEs”), in which the Company is the primary beneficiary. An enterprise is determined to be the primary beneficiary of a VIE if it holds a controlling financial interest consistent with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), as amended.

The Customer ExAlt Trusts are considered VIEs for which Ben has a variable interest and is considered the primary beneficiary. Thus, Ben is required to consolidate all of the Customer ExAlt Trusts. The entities in which the Customer ExAlt Trusts hold an ownership interest are investment companies (i.e., funds) under ASC 946, Financial Services — Investment Companies (“ASC 946”). Thus, the investments in non-investment companies made by these funds are accounted for in accordance with ASC 946 and are not subject to consolidation or the disclosure requirements of ASC 810. Moreover, further consolidation provisions of ASC 946 are not applicable to Ben since these investment companies do not have an investment in an operating entity that provides services to the investment company or to Ben.

All intercompany accounts and transactions have been eliminated in consolidation, and the portion of income allocated to owners other than the Company is included in “net income (loss) attributable to noncontrolling interests” in the consolidated statements of comprehensive income (loss). With the consolidation of the Customer ExAlt Trusts, interest and fee income and any related receivable charged by Ben Liquidity and Ben Custody to the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. While these amounts are eliminated solely for financial reporting purposes, such amounts are earned by Ben Liquidity and/or Ben Custody from the Customer ExAlt Trusts and directly impact the income (loss) allocable to Ben’s and BCH’s equity holders as further discussed in Note 3.

The accompanying unaudited interim consolidated financial statements of the Company do not contain the detail or footnote disclosure concerning accounting policies and other matters that would be included in full fiscal year consolidated financial statements; therefore, they should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report. In the opinion of management, all material adjustments, consisting of normal and recurring adjustments, have been made that were considered necessary to present fairly the financial condition, results of operations and cash flows at the interim date and for the interim periods presented. Operating results for the interim periods disclosed herein are not necessarily indicative of results that may be expected for a full year.

Basis of Presentation and Principles of Consolidation

All intercompany accounts and transactions have been eliminated in consolidation, and the portion of income allocated to owners other than the Company is included in “net income (loss) attributable to noncontrolling interests” in the consolidated statements of comprehensive income (loss). With the consolidation of the Customer ExAlt Trusts, interest and fees income and any related receivable charged by Ben Liquidity and Ben Custody to the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. While these amounts are eliminated solely for financial reporting purposes, such amounts are earned by Ben Liquidity and/or Ben Custody from the Customer ExAlt Trusts and directly impact the income (loss) allocable to Ben’s and BCH’s equity holders as further discussed in Note 3.

Reverse Stock Split

Reverse Stock Split

Following stockholder approval on April 18, 2024, the Company effected a reverse stock split of our Common Stock at a ratio of 1-for-80 and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock as required by Nevada Revised Statues Section 78.207. The Reverse Stock Split was effective as of April 18, 2024. Proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion of the Company’s equity award, warrants, and other equity instruments convertible into common stock, as well as the applicable exercise price. All share and per share amounts of our Class A and Class B common stock presented have been retroactively adjusted to reflect the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid in capital.

Reverse Stock Split

Following stockholder approval on April 18, 2024, the Company effected a reverse stock split of our Class A and Class B common stock at a ratio of 1-for-80 and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock as required by Nevada Revised Statues Section 78.207 (the “Reverse Stock Split”). The Reverse Stock Split was effective as of April 18, 2024 (see Note 22). Proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion of the Company’s equity award, warrants, and other equity instruments convertible into common stock, as well as the applicable exercise price. All share and per share amounts of our Class A and Class B common stock presented have been retroactively adjusted to reflect the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid in capital.

Initial Recapitalization and Common Unit Conversion

Initial Recapitalization and Common Unit Conversion

On June 6, 2023, immediately prior to the Conversion, BCG was recapitalized, as further described in Note 4. For the periods prior to the closing, the number of outstanding units, weighted average number of outstanding units, loss per common unit, equity-based compensation and other financial amounts previously expressed on the basis of common units have been retroactively adjusted on the basis of Common Stock reflecting the common unit conversion ratio, as described above.

Initial Recapitalization and Common Unit Conversion

Use of Estimates

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on information available as of the date of the consolidated financial statements and could differ from actual results. Material estimates that are particularly susceptible to change in the near term relate to the fair value determination of investments in alternative assets held by the Customer ExAlt Trusts, determination of the allowance for credit losses as an input to the allocation of income (loss) to Ben’s or BCH’s equity holders, the allocation of income (loss) to Ben’s and BCH’s equity holders, evaluation of potential loss contingencies principally related to ongoing legal matters, and evaluation of potential impairment of goodwill and other intangibles.

Significant accounting policies are detailed in Note 2 to the consolidated financial statements included in the Company’s Annual Report. Other than new policies related to the adoption of ASU 2016-13 (as defined below and described in Note 3) and those below, there are no new or revised significant accounting policies as of June 30, 2024.

Use of Estimates

Warrant Liability

Warrant Liability

The Company accounts for its outstanding warrants, which are principally comprised of those assumed in the Transaction (as described in Note 4), in accordance with the guidance contained in ASC 815, Derivatives and Hedging, whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies these warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period using quoted market prices. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of comprehensive income (loss). Such warrant classification is also subject to re-evaluation at each reporting period.

Income Taxes

Income Taxes

On June 6, 2023, The Beneficient Company Group, L.P. changed both its regulatory and tax status from a Delaware Limited Partnership to a Nevada Corporation and changed its name from The Beneficient Company Group, L.P. to Beneficient. Beneficient made a tax election to be treated as a corporation for US tax purposes effective as of this date.

As a result of this tax election, Beneficient records current tax liabilities or assets through charges or credits to the current tax provision for the estimated taxes payable or refundable for the current year. Deferred tax assets and liabilities are recorded for future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A deferred tax valuation allowance is established if it is more likely than not that all or a portion of the deferred tax assets will not be realized. A tax position that fails to meet a more-likely-than-not recognition threshold will result in either reduction of current or deferred tax assets, and/or recording of current or deferred tax liabilities. Interest and penalties related to income taxes are recorded in the other expense line item of the consolidated statements of comprehensive income (loss).

Prior to the restructuring that resulted in Beneficient becoming a corporation, Beneficient was taxed as a Delaware Limited Partnership. In the event the subsequent entity, Beneficient a corporation, is audited by the taxing authority and assessed additional amounts due to the underpayment of tax in previous tax years, management intends to make the push-out election allowed by the U.S. Treasury Department. That election allows Beneficient to notify its partners of their share of imputed underpayment amounts for inclusion in their current tax returns.

Income Taxes

Accounting Standards Not Yet Adopted

Accounting Standards Not Yet Adopted

ASU 2023-07, Segment Reporting, (Topic 280) was issued in November 2023 and expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, which will be our fiscal year beginning April 1, 2024 and interim periods beginning April 1, 2025. Early adoption is permitted. ASU 2023-07 will have no impact on the Company’s financial condition or results of operations. The Company is evaluating the impact to the related segment reporting disclosures.

ASU 2023-09, Income Taxes, (Topic 740) was issued in December 2023, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in ASU 2023-09 also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, or our fiscal year beginning April 1, 2025. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

ASU 2020-04, Reference Rate Reform, (Topic 848) was issued in March 2020. The amendments in Topic 848 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Topic 848 can be applied by all entities as of the beginning of the interim period that includes March 12, 2020, or any date thereafter, and entities may elect to apply the amendments prospectively through December 31, 2022. On December 31, 2022, ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 was issued, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022 to December 31, 2024. We have not utilized the optional expedients and exceptions provided by this standard, and are currently evaluating the impact of this standard on our consolidated financial statements and disclosures.

Accounting Standards Not Yet Adopted

ASU 2023-07, Segment Reporting, (Topic 280) was issued in November 2023 and expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 will have no impact on the Company’s financial condition or results of operations. The Company is evaluating the impact to the related segment reporting disclosures.

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents represent cash held in banks or money market funds with original maturities of three months or less. Interest income from cash and cash equivalents is recorded in interest and dividend income in the consolidated statements of comprehensive income (loss).

Under the terms of certain of the ExAlt PlanTM trust agreements, certain trusts are required to maintain capital call reserves and administration reserves. These reserves are used to satisfy capital call obligations and pay fees and expenses for the trusts as required. The fees and expenses are primarily paid to Ben for serving as the administrative agent to the current trustees of certain Customer ExAlt Trusts. These reserves represent cash held in banks and are classified as restricted cash on the consolidated statements of financial condition.

Refer to Note 21 for the reconciliation of cash, cash equivalents and restricted cash on our consolidated statements of cash flows.

Investments, at Fair Value

Investments, at Fair Value

Investments held by Ben or held by the Customer ExAlt Trusts include investments in alternative assets, investments in public equity and debt securities, investments in private equity securities and other interests, and put options.

● Investments in Alternative Assets

Investments in alternative assets represent the ownership interests in alternative assets and, along with other investments held by the Customer ExAlt Trusts, constitute the source of Collateral for the ExAlt Loans. These investments are predominantly private equity funds and are held by the Customer ExAlt Trusts, either through direct ownership or a beneficial interest. ASC Topic 820, Fair Value Measurement, permits, as a practical expedient, to estimate the fair value of these types of investments based on the net asset value (“NAV”) per share, or its equivalent, if the investment does not have a readily determinable fair value and if the NAV of such investments is calculated in a manner consistent with the measurement principles of ASC 946. The Company has elected to use NAV as a practical expedient to measure the fair value of these investments. These investments are valued based on the most recent available information, which typically has a delay due to the timing of financial information received from the individual investments. Accordingly, in determining the value of the investment, we may consider whether adjustments to the NAV are necessary in certain circumstances in which management is aware of material events that affect the value of the investments during the intervening period.

When a distribution is received, it is generally recorded as a reduction to the carrying value of that investment. Likewise, when a contribution is made, it is recorded as an increase to the carrying value of that investment. When our ownership percentage of an investment is less than three to five percent, the distribution is considered a return of investment and is classified on our consolidated statement of cash flows as a cash inflow from investing activities in accordance with ASC Topic 321, Investments — Equity Securities. When our ownership percentage of an investment is greater than three to five percent, we categorize distributions from investments in alternative assets on our consolidated statement of cash flows using the cumulative earnings approach in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures. Under this approach, distributions received are classified as cash inflows from operating activities until such time that the cumulative distributions exceed cumulative earnings for the investment. When such an excess occurs, the excess portion of the current period distribution is considered a return of investment and is classified as a cash inflow from investing activities.

● Investments in Public Equity Securities and Options

Investments in public equity securities and options primarily represent common stock ownership in public companies (including GWG Holdings for periods prior to August 1, 2023) and investments made by Ben in put options, all of which are carried at fair value. Fair value is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss).

● Investments in Debt Securities

Investments in debt securities represent ownership in privately held debt securities. Prior to August 1, 2023, investments in debt securities also included ownership in corporate debt securities, specifically, L Bonds of GWG Holdings (“L Bonds”) held by certain of the Customer ExAlt Trusts. Upon the effectiveness of GWG Holdings’ plan of reorganization on August 1, 2023, the investments in L Bonds converted to equity interests in the GWG Wind Down Trust, which are reflected in “other equity securities and interests.”

These investments are classified and accounted for as available-for-sale (“AFS”) securities and are reported at fair value with unrealized gains and losses presented as a separate component of equity in the accumulated other comprehensive income line item.

The Company follows ASC 326 to assess whether an investment in debt securities is impaired in each reporting period. An investment in debt securities is impaired if the fair value of the investment is less than its amortized cost. If the Company intends to sell the debt security (that is, it has decided to sell the security), a credit loss is considered to have occurred. If the Company more likely than not will be required to sell the security before recovery of its amortized cost basis or it otherwise does not expect to recover the entire amortized cost basis of the security, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income for available-for-sale securities. The Company considers the expected cash flows from the investment based on reasonable and supportable forecasts as well as several other factors to estimate whether a credit loss exists. If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the credit loss is recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. During the years ended March 31, 2024 and 2023, the Company recognized a credit loss on its investment in debt securities of nil and $12.6 million, respectively. Prior period credit losses substantially resulted from the Company’s investment in GWG Holdings’ L Bonds. The impairment is recorded in the provision for credit losses line item on the consolidated statements of comprehensive income (loss).

● Investments in Other Equity Securities and Interests

Ben and certain of the Customer ExAlt Trusts hold investments in equity securities of private companies with a readily determinable fair value, namely the GWG Wind Down Trust. As discussed above, on August 1, 2023, GWG Holdings’ plan of reorganization was declared effective and the Company’s investments in GWG Holdings’ common stock and L Bonds (previously accounted for as public equity securities and available-for-sale debt securities, respectively) were then transferred to an investment in the GWG Holdings Wind Down Trust. The fair value of these equity interests is calculated using quoted prices for similar instruments observed in the equity capital markets and is classified as a Level 2 investment in the fair value hierarchy.

Additionally, investments in other equity securities are held by certain of the Customer ExAlt Trusts and represent ownership in equity securities of privately held companies, which do not have a readily determinable fair value. Equity securities that do not have readily determinable fair values are initially recorded at cost and subsequently remeasured, using the measurement alternative for equity investments that do not have readily determinable fair values, when there is (i) an observable transaction involving the same investment, (ii) an observable transaction involving a similar investment from the same issuer, or (iii) an impairment. These remeasurements are reflected in the consolidated statements of comprehensive income (loss).

Leases

Leases

We account for leases in accordance with ASC 842, Leases. We determine if an arrangement is or contains a lease at inception. Operating leases with a term greater than one year are included in right-of-use-assets and lease liabilities. The right-of-use asset represents the Company’s right to use an underlying asset for the lease term. Related lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term, using the rate the Company would pay to borrow amounts equal to the lease payments over the lease term (the Company’s incremental borrowing rate). For operating leases, expense is recognized on a straight-line basis over the lease term in other expenses in the consolidated statements of comprehensive income (loss). Common area maintenance and other related costs are considered variable lease payments and are expensed as incurred. The Company made an accounting policy election not to recognize short-term lease assets and liabilities (less than a 12-month term) or immaterial equipment leases in its balance sheets.

Fixed Assets

Fixed Assets

Fixed assets, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Expenditures related to leasehold improvements; furniture and fixtures; computer hardware and software; and most office equipment purchases are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (from three to five years). For leasehold improvements, amortization is computed based on the shorter of the useful life or the lease term. Software in process is composed of costs related to internally developed software projects in the application development phase. Gains or losses on disposition of fixed assets are reflected in net income (loss). Normal costs of maintenance and repairs are treated as current expenses in the consolidated statements of comprehensive income (loss).

The Company capitalizes certain costs related to the development of internal-use software. Costs incurred during the application development phase are capitalized. The types of costs capitalized during the application development phase primarily include consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over the estimated useful life of the asset, which ranges from one to three years.

Goodwill and Other Intangibles

Goodwill and Other Intangibles

The Company accounts for goodwill and intangible assets in accordance with ASC Topic 350, Intangibles – Goodwill and Other. The amount of goodwill initially recorded is based on the fair value of the acquired entity at the time of acquisition. Management performs goodwill and intangible asset impairment testing annually or when events occur, or circumstances change that would more likely than not indicate impairment has occurred. Goodwill impairment exists when the carrying value of goodwill exceeds its implied fair value. The Company conducts its annual impairment test on January 1 each year.

Intangible assets include insurance licensing, which has an indefinite life and is assessed for impairment annually. Factors that would require an impairment assessment include, among other things, a significant change in the extent or manner in which an asset is used, a continual decline in the Company’s operating performance, or as a result of fundamental changes in a subsidiary’s business condition.

Warrant Liability

Warrant Liability

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist primarily of trade payables comprised principally of outstanding legal fees and other professional service fees; accrued employee payroll, bonus, and commissions; accrued fees and other costs under the Bradley Capital Company service agreement and Aircraft Sublease (Note 16); accrued guaranteed payments related to the Preferred Series A-0 Unit Accounts (Note 13); and an accrued liability related to the equity award arbitration (Note 20).

Other Liabilities

Other Liabilities

Other liabilities consist principally of a liability related to an interest commitment, deferred loan fees, payables to affiliates, and trust payables. Refer to Note 9 for more information on these other liabilities.

Business Combinations

Business Combinations

The Company includes the results of operations of the businesses that it acquires from the acquisition date. In allocating the purchase price of a business combination, the Company records all assets acquired and liabilities assumed at fair value as of the date of acquisition, with the excess of the purchase price over the aggregate fair values recorded as goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The fair value assigned to identifiable intangible assets acquired is based on estimates and assumptions made by management at the time of the acquisition. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing as of the acquisition date. Acquisition-related costs are recognized separately from the business combination and are expensed as incurred.

Noncontrolling interests – Redeemable and Non-redeemable

Noncontrolling interests – Redeemable and Non-redeemable

Noncontrolling interests are reported as a component of equity unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded as mezzanine or temporary equity (between liabilities and equity) in our consolidated statements of financial condition. The redeemable noncontrolling interest is adjusted at each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. Changes in our redeemable noncontrolling interests are presented in the consolidated statements of changes in equity.

Noncontrolling interests include: (i) holders, which consist of Related Entities, as defined below, an entity affiliated with a related party, and third parties, of Class S Ordinary Units issued by BCH, (ii) holders, which consists of Related Entities, an entity affiliated with a related party, and third parties, of Class S Preferred Units issued by BCH, (iii) holders, which consists of Related Entities, an entity affiliated with a related party, a third party, and certain directors, of Preferred A.1 issued by BCH, (iv) holders, which consists of unrelated charity organizations, of residual beneficial interests issued by certain of the Customer ExAlt Trusts and (v) holder, which consists of a third-party, of Class A of CT Risk Management.

Redeemable noncontrolling interests are held by holders, which consist of Related Entities, an entity affiliated with a related party, a third party, and certain directors, of Preferred A.0 issued by BCH.

Related Entities are defined as certain trusts and those entities held by such trusts that are controlled by our founder and in which our founder and his family members are also among classes of economic beneficiaries whether or not our founder is entitled to economic distributions from such trusts.

See Note 13 for further information of the equity instruments of the Company, including those classified as redeemable noncontrolling interests and noncontrolling interests.

Earnings (Loss) per Common Share

Earnings (Loss) per Common Share

The Company computes net earnings (loss) per share attributable to common shareholders using the two-class method required for participating securities. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common and participating securities based on their respective rights if the participating security contractually participates in losses. The Company determined that it had participating securities in the form of convertible, preferred equity securities.

Basic net earnings (loss) per share attributable to common shareholders is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed in a similar manner, except that first the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method or if-converted method based on the nature of such securities. See Note 14 for additional details.

Investment Income (Loss), Net

Investment Income (Loss), Net

Investment income (loss), net consists of unrealized gains (losses) due to changes in NAV of alternative assets.

Gain (Loss) on Financial Instruments, Net

Gain (Loss) on Financial Instruments, Net

Gain (loss) on financial instruments, net consists of unrealized gains (losses) due to changes in fair value of financial instruments and realized gains (losses) from the sale of public equity securities. See Note 6 for a reconciliation of the financial statement line item.

Administration Revenues

Administration Revenues

Third-party administration fees are earned for the administration of third-party customer accounts. The Company’s performance obligation is satisfied over time and the resulting fees are recognized monthly, generally based upon the beginning of the quarter (in advance) net asset value under management and the applicable fee rate, depending on the terms of the contract. Third-party administration fee receivables are recorded on the consolidated statements of financial condition in the other assets line item and in administration revenues in the trust services and administration revenues line item on the consolidated statements of comprehensive income (loss).

Professional Services

Professional Services

Professional services primarily consist of legal fees, net of any expected insurance reimbursement, consulting fees, and advertising costs, which are expensed as incurred and are included in professional services in the accompanying consolidated statements of comprehensive income (loss).

Share-based Compensation

Share-based Compensation

Compensation expense for all equity-based compensation awards is determined using the grant date fair value. For all equity-based plans, we record the impact of forfeitures when they occur. Expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equal to the vesting period. The details of our equity-based compensation programs are discussed in Note 12.

Provision for Credit Losses

Provision for Credit Losses

The provision for credit losses consists of charges against earnings for credit losses on AFS debt securities and other financial instruments, bad debt expense on receivables related to the Shared Services Agreement with GWG Holdings, and bad debt expenses on other miscellaneous receivables. A reconciliation of provision for credit losses for each of the periods presented herein is presented below:


	Year Ended March 31,
(in thousands)		2024	2023
Credit loss on AFS debt securities (Note 5)	$	—	$	12,621
Bad debt expense on related party receivable (Note 9)		—		6,723
Bad debt expense on other receivables		6,016		1,236
Provision for credit losses	$	6,016	$	20,580

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on investments in available for sale debt securities carried at fair value, which are reported as a separate component of equity.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurement, (Topic 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance also specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions.

Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or market conditions could significantly affect these estimates.

Accounting Standards Recently Adopted

Accounting Standards Recently Adopted

On April 1, 2023, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326) (“CECL”), along with the subsequently issued guidance amending and clarifying various aspects of ASU 2016-13, using the modified retrospective method as required. In accordance with that method, the comparative period’s information continues to be reported under the relevant accounting guidance in effect for that period. Upon adoption of ASU 2016-13, the incurred loss impairment method was replaced with a new impairment model that reflects current expected lifetime losses for our ExAlt Loans receivables. The adoption of ASU 2016-13 resulted in a cumulative-effect adjustment to decrease opening common units (in the absence of retained earnings or accumulated deficit) prior to the consolidation of the Customer ExAlt Trusts by $61.1 million, resulting from an increase to our allowance for credit losses on ExAlt Loans. There is no impact to the consolidated financial statements as loans receivable on the ExAlt Loans and its related allowance for credit losses is eliminated in the presentation of the consolidated financial statements but such credit losses on the ExAlt Loans directly impacts the net income (loss) attributable to the various equity securities of Ben and BCH. The adoption of this new guidance did not result in a material impact to our available-for-sale debt securities portfolio or asset classes other than loans receivable.

Understanding our Financial Statements and the Impact to the Common Shareholder

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Understanding Our Financial Statements And Impact To Common Shareholder

Understanding our Financial Statements and the Impact to the Common Shareholder

3. Understanding our Financial Statements and the Impact to the Common Shareholder

Ben’s current products and services, which are offered by the Ben Liquidity and Ben Custody business segments, involve or are principally offered to certain of the Customer ExAlt Trusts, which are consolidated VIEs solely for financial reporting purposes, and are not owned directly or indirectly by Ben or BCH equity holders. Transactions involving products and services between Ben’s operating subsidiaries and the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. Thus, the consolidated financial statements reflect the (i) assets, liabilities, revenues, expenses, investment income and cash flows of Ben, including the Customer ExAlt Trusts, which hold the collateral for the ExAlt Loans, on a gross basis, and (ii) a portion of the economic interests of certain of the Customer ExAlt Trusts held by the residual beneficiaries that are attributed to noncontrolling interests in the accompanying consolidated financial statements.

As a result, Ben’s primary tangible assets reflected on its consolidated statements of financial condition are investments, mainly comprised of alternative assets held by the Customer ExAlt Trusts and the primary sources of revenue reflected on our consolidated statements of comprehensive income (loss) are investment income (loss), net, which represents changes in the net asset value (“NAV”) of these investments held by the Customer ExAlt Trusts, and gain (loss) on financial instruments, net, which represents changes in fair value of equity securities, debt securities, a derivative liability, and put options, primarily held by the Customer ExAlt Trusts. Such investment income (loss), net, and gain (loss) on financial instruments that are held by the Customer ExAlt Trusts is included in the net income (loss) allocated to noncontrolling interests – Customer ExAlt Trusts in the consolidated statement of comprehensive income (loss). The revenues and expenses recognized in these line items for the activities of the Customer ExAlt Trusts do not directly impact net income (loss) attributable to Ben’s or BCH’s equity holders.

Instead, the interest and fee income earned by Ben Liquidity and Ben Custody from the Customer ExAlt Trusts, which are eliminated in the presentation of our consolidated financial statements, directly impact the net income (loss) attributable to Ben’s and BCH’s equity holders. Our Ben Liquidity and Ben Custody business segments, which relate to our current operating subsidiaries, are owned by the Company’s equity holders (including those of BCH), and recognize revenue through (i) interest income on ExAlt Loans made to the Customer ExAlt Trusts in connection with our liquidity transactions for Customers with interest rates between 5.0% and 14.0% per annum charged against the outstanding principal balance of the ExAlt Loan, (ii) fee income billed at closing, but recognized as revenue ratably over the expected life of the alternative asset, for each liquidity transaction with Customers for services including access to and use of the AltAccess platform, transfer of the alternative assets, and delivery of the consideration to the client, with fee rates between 1.0% and 7.0% of the sum of the NAV and remaining unfunded commitment of the transacted alternative asset, and (iii) recurring fee income recognized each period for providing services including trustee, custody, and trust administration of the Customer ExAlt Trusts while they hold investments, with fee rates generally at 2.8% per annum of the sum of the NAV and remaining unfunded commitment of the alternative assets held. Ben Liquidity and Ben Custody revenue recognized for the three months ended June 30, 2024 and 2023 is as follows:

Ben Liquidity recognized $10.8 million and $12.0 million in interest income during the three months ended June 30, 2024 and 2023, respectively.

Ben Custody recognized $5.4 million and $6.6 million in trust services and administration revenues during the three months ended June 30, 2024 and 2023, respectively, comprised of both the fee income billed at the closing of the transactions that is being amortized into revenue and the recurring fee income billed during the periods.

In addition, the Corporate/Other segment, which also relates to Ben or subsidiaries owned by the holders of equity in the Company (including BCH), may include fee revenue recognized through services provided to Customers or the Customer ExAlt Trusts through business lines not included within Ben Liquidity and Ben Custody.

Additionally, Ben Liquidity’s provision for credit losses is eliminated in the presentation of our consolidated financial statements but directly impacts the net income (loss) attributable to the various equity securities of Ben and BCH. Likewise, the amounts expensed by the Customer ExAlt Trusts for interest and fees owed to Ben’s operating subsidiaries are eliminated in the presentation of our consolidated financial statements but are recognized for purposes of the allocation of net income (loss) attributable to the beneficial owners of the Customer ExAlt Trusts.

The following table presents a reconciliation of operating income (loss) of our reportable segments, excluding the Customer ExAlt Trusts, to net income (loss) attributable to Beneficient’s common shareholders. This reconciliation serves to provide users of our financial statements an understanding and visual aide of the reportable segments that impact net income (loss) attributable to the common shareholder and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient’s common shareholders.

	2024			2023
(in thousands)	Three Months Ended June 30,
	2024			2023
Operating income (loss)
Ben Liquidity	$	(514	)	$	(903,026	)
Ben Custody		1,287			(189,997	)
Corporate & Other		44,091			(49,081	)
Less: Income tax expense		(28	)		—
Less: Net loss attributable to noncontrolling interests - Ben		7,187			30,686
Less: Noncontrolling interest guaranteed payment		(4,356	)		(4,105	)
Net income (loss) attributable to common shareholders	$	47,667		$	(1,115,523	)

Significant Accounting Policies - Impacting Allocation of Net Income (Loss) to Beneficient’s Equity Holders

As described above, certain income and expenses involving transactions between Ben and the Customer ExAlt Trusts are eliminated for financial reporting purposes; however, the income or expenses are important to determine the net income (loss) allocable to Ben’s and BCH’s equity holders. Significant accounting policies related to the significant income and expense items eliminated in our consolidated financial statements, but impacting the allocation of net income (loss) to Beneficient’s equity holders, are detailed in Note 3 to the consolidated financial statements included in the Company’s Annual Report. There are no new or revised significant accounting policies as of June 30, 2024 impacting allocation of net income (loss) to Beneficient’s equity holders.

3. Understanding our Financial Statements and the Impact to the Common Shareholder

Instead, the interest and fee income earned by Ben Liquidity and Ben Custody from the Customer ExAlt Trusts, which are eliminated in the presentation of our consolidated financial statements, directly impact the net income (loss) attributable to Ben’s and BCH’s equity holders. Our Ben Liquidity and Ben Custody business segments, which relate to our current operating subsidiaries, are owned by the Company’s equity holders (including those of BCH), and recognize revenue through (i) interest income on ExAlt Loans made to the Customer ExAlt Trusts in connection with our liquidity transactions for Customers with interest rates between 5.0% and 14.0% per annum charged against the outstanding principal balance of the ExAlt Loan, (ii) fee income billed at closing, but recognized as revenue ratably over the expected life of the alternative asset, for each liquidity transaction with Customers for services including access to and use of the AltAccess Platform, transfer of the alternative assets, and delivery of the consideration to the client, with fee rates of between 1.0% and 7.0% of the sum of the NAV and remaining unfunded commitment of the transacted alternative asset, and (iii) recurring fee income recognized each period for providing services including trustee, custody, and trust administration of the Customer ExAlt Trusts while they hold investments, with fee rates generally at 2.8% per annum of the sum of the NAV and remaining unfunded commitment of the alternative assets held. Ben Liquidity and Ben Custody revenue recognized for the fiscal years ended March 31, 2024 and 2023, is as follows:

a. Ben Liquidity recognized $46.9 million and $50.8 million, in interest income during the fiscal years ended March 31, 2024 and 2023, respectively.

b.Ben Custody recognized $24.5 million and $29.0 million, in trust services and administration revenues during the fiscal years ended March 31, 2024 and 2023, respectively, comprised of both the fee income billed at the closing of the transactions that is being amortized into revenue and the recurring fee income billed during the periods.

Additionally, Ben Liquidity’s provision for loan losses is eliminated in the presentation of our consolidated financial statements but directly impacts the net income (loss) attributable to the various equity securities of Ben and BCH. Likewise, the amounts expensed by the Customer ExAlt Trusts for interest and fees owed to Ben’s operating subsidiaries are eliminated in the presentation of our consolidated financial statements but are recognized for purposes of the allocation of net income (loss) attributable to the beneficial owners of the Customer ExAlt Trusts.

The following table presents a reconciliation of operating income (loss) of our reportable segments, excluding the Customer ExAlt Trusts, to net income (loss) attributable to Beneficient’s common shareholders. This reconciliation serves to provide users of our financial statements an understanding and visual aide of the reportable segments that impact net income (loss) attributable to the common shareholders and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient’s common shareholders.


	Year Ended March 31,
(in thousands)	2024			2023
Operating income (loss)
Ben Liquidity	$	(1,810,964	)	$	(46,512	)
Ben Custody		(588,811	)		24,046
Corporate & Other		(210,169	)		(112,845	)
Less: Loss on extinguishment of debt, net (intersegment elimination)		3,940			—
Less: Income tax expense (benefit) (allocable to Ben and BCH equityholders)		121			(1,072	)
Less: Income tax expense		121			(1,072	)
Less: Net loss attributable to noncontrolling interests - Ben		535,157			19,081
Less: Noncontrolling interest guaranteed payment		(16,793	)		(15,822	)
Net loss attributable to common shareholders	$	(2,095,641	)	$	(130,980	)

Significant Accounting Policies — Impacting Allocation of Net Income (Loss) to Beneficient’s Equity Holders

Revenues Eliminated In Consolidated Financial Statements

Interest Income

Interest income is generally comprised of contractual interest, interest recognized on certain of the ExAlt Loans through the effective yield method, and an amortized discount that is recognized ratably over the life of the ExAlt Loan. Contractual interest income is a computed using either a variable rate or a fixed rate that compounds monthly.

As a result of the change-of-control event on December 31, 2019 and the resulting valuation performed under ASC 805, Ben’s existing loan portfolio composed of ExAlt Loans made to the Customer ExAlt Trusts was evaluated as of December 31, 2019 for credit deterioration based on the intentions of all parties that the income allocations provisions of Ben operate under U.S. GAAP as if the Customer ExAlt Trusts were not consolidated for financial reporting purposes. Further, as required under ASC 805, each loan between Ben and the Customer ExAlt Trusts was evaluated and classified as either purchased credit impaired (“PCI”) or non-purchased credit impaired (“non-PCI”). For PCI loans, expected cash flows as of the date of valuation in excess of the fair value of loans are recorded as interest income over the life of the loans using a level yield method if the timing and amount of the future cash flows is reasonably estimable. Subsequently, increases in cash flows over those expected at the acquisition date are recognized prospectively as interest income. Decreases in expected cash flows due to credit deterioration are recognized by recording an allowance for loan loss. For non-PCI loans, the difference between the fair value and unpaid principal balance of the loan as of the date of valuation is amortized or accreted to interest income over the contractual life of the loans using the effective interest method. In the event of prepayment, the remaining unamortized amount is recognized in interest income, which is eliminated upon the consolidation of the Customer ExAlt Trusts for financial reporting purposes.

Non-interest Income

In accordance with ASC Topic 606, Revenue from Contracts with Customers, the Company recognizes revenues when it transfers promised goods or services to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. ASC Topic 606 does not apply to revenue associated with financial instruments, including debt or equity securities accounted for under ASC Topic 320, ASC Topic 321 or ASC Topic 323. ASC Topic 606 applies to income such as up-front fees, trust services fees and administration fees. Ben’s income considered in-scope of ASC Topic 606 is discussed below.

Fiduciary financing, trust services and administration revenues include the following fees:

Upfront Fees

Non-refundable upfront fees are earned and recognized for setting up and providing the customer access to the ExAlt PlanTM. These activities do not transfer a separate promised service; therefore, they represent advanced payments for trust administration services. Upfront fees are billed at the origination of the liquidity transaction and are generally based on a percentage of NAV plus any unfunded capital commitments. Payment of the fees occurs in the first step of the waterfall allocation provision per the trust agreement. Upfront fees are deferred upon receipt and are recognized ratably over the period of benefit, which is generally consistent with estimated expected life of LiquidTrusts (typically seven to ten years).

Trust Administration Revenues

Trust administration fees are earned for providing administrative services to trustees for existing liquidity solution customers. The Company’s performance obligation under these agreements is satisfied over time as the administration and management services are provided. Fees are recognized monthly based upon the beginning of quarter (in advance) net asset value plus any remaining unfunded capital commitments and the applicable fee rate of the account as outlined in the agreement. Payment frequency is defined in the individual contracts, which primarily stipulate billings on a quarterly basis in advance.

Expenses Eliminated In Consolidated Financial Statements

Allowances for Loan Losses and related Provision

The ExAlt Loans’ allowance for credit losses is an input to the allocation of income (loss) to Ben’s or BCH’s equity holders.

Ben adopted CECL on April 1, 2023. CECL requires a company to estimate the credit losses expected over the life of a loan (or pool of loans). It replaced the incurred loss approach’s threshold that required the recognition of a credit loss when it was probable that a loss event was incurred. The allowance for credit losses is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. Credit losses are charged off against the allowance when management believes a loan balance is confirmed to be uncollectible. Expected recoveries can not exceed the aggregate of amounts previously charged off and expected to be charged off. Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Management analyzes the loans individually as the loans do not have similar risk characteristics.

Management estimates the allowance using relevant available information from internal and external sources related to past events, current conditions, and reasonable and supportable economic forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Ben currently does not have adequate historical loss data to provide a basis for the long-term loss information associated with its loans. As such, Ben uses alternative, long-term historical average credit loss data from Preqin, a widely accepted commercial private equity database, in establishing the loss history as a proxy.

Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in credit concentrations, collateral values and underwriting standards as well as changes in economic conditions or other relevant factors. Management judgment is required at each point in the measurement process.

Ben uses the discounted cash flow (“DCF”) method to estimate expected credit losses for the loan portfolio. Ben generates cash flow projections at the loan level wherein payment expectations are adjusted for changes in market risk premiums, risk free rate, NAV growth rate, and discount rate. The inputs are based on historical data from Preqin and adjusted, if necessary, based on the reasonable and supportable forecast of economic conditions. To adjust, management utilizes externally developed forward-looking macroeconomic factors as indicators of future expected cash flows: S&P500 Index data and US 3-Month Treasury. The economic forecasts are applied over the cashflow projection period.

The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis.

The DCF model also considers the need to qualitatively adjust expected loss estimates for information not already captured in the quantitative loss estimation process. Qualitative considerations include limitations inherent in the quantitative model; trends experienced in nonperforming loans; changes in value of underlying collateral; changes in underwriting policies and procedures; nature and composition of loans; portfolio concentrations that may affect loss experience across one or more components or the portfolio; and the effect of external factors such as competition, legal and regulatory requirements. These qualitative factor adjustments may increase or decrease Ben’s estimate of expected credit losses so that the allowance for credit loss is reflective of the estimate of lifetime losses that exist in the loan portfolio at the balance sheet date.

Prior to the adoption of ASU 2016-13, management’s determination of the allowance was based upon an evaluation of the loan portfolio, impaired loans, economic conditions, volume, growth and composition of the collateral to the loan portfolio, and other risks inherent in the portfolio. Currently, management individually reviews all ExAlt Loans due to the low volume and non-homogenous nature of the current portfolio. Management relies heavily on statistical analysis, current NAV and distribution performance of the underlying alternative asset and industry trends related to alternative asset investments to estimate losses. Management evaluates the adequacy of the allowance by reviewing relevant internal and external factors that affect credit quality. The cash flows generated from the alternative asset interests supporting the collateral are the sole source of repayment of the ExAlt Loans and related interest. Ben recognizes any charge-off in the period in which it is determined, at which time impaired ExAlt Loans are written down to their estimated net present value.

Interest income for purposes of determining income allocations to Ben’s and BCH’s equity holders is adjusted for any allowance for loan losses, which was approximately $113.4 million and $80.7 million, for the years ended March 31, 2024 and 2023, respectively. In addition, during the year ended March 31, 2024, the Company recorded additional credit losses related to fee receivables of $25.5 million and other miscellaneous note receivables of $6.0 million.

Schedule of Reconciliation of Provision for Credit Loss (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Subsequent Events [Abstract]
Credit loss on AFS debt securities (Note 5)				$ 12,621
Bad debt expense on related party receivable (Note 9)				6,723
Bad debt expense on other receivables			6,016	1,236
Provision for credit losses	$ 524		$ 6,016	$ 20,580

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis

The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on June 30, 2024 and March 31, 2024 are presented below.

	As of June 30, 2024
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Public equity securities	$	4,140	$	—	$	—	$	4,140
Other equity interests		—		194		—		194
Debt securities available-for-sale, other		—		477		1,942		2,419
Liabilities:
Warrant liability		180		—		—		180
Prepaid forward liability		14		—		—		14

	As of March 31, 2024
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Public equity securities	$	4,897	$	—	$	—	$	4,897
Other equity interests		—		558		—		558
Debt securities available-for-sale, other		—		998		1,964		2,962
Liabilities:
Warrant liability		178		—		—		178
Prepaid forward liability		14		—		—		14

The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on March 31, 2024 and 2023 are presented below:

	As of March 31, 2024
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Public equity securities	$	4,897	$	—	$	—	$	4,897
Other equity interests		—		558		—		558
Debt securities available-for-sale, other		—		998		1,964		2,962
Liabilities:
Warrant liability		178		—		—		178
Prepaid forward liability		14		—		—		14

	As of March 31, 2023
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Public equity securities	$	8,837	$	—	$	—	$	8,837
Put Options		3,991		—		—		3,991
Debt securities available-for-sale
Corporate debt securities (L Bonds)		—		73,822		—		73,822
Other debt securities		—		998		2,078		3,076
Liabilities:
Derivative liability		—		—		3,513		3,513

Schedule of Reconciliation of Gain (Loss) on Investments

A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands):

	2024			2023
	Three Months Ended June 30,
	2024			2023
Public equity securities:
Related party equity securities	$	—		$	(3,566	)
Other public equity securities		(757	)		(220	)
Put options		—			(2,328	)
Warrant liability		(2	)		1,485
Prepaid forward liability		—			(92	)
Derivative liability		—			1,418
Other equity securities and interests
Related party, with a readily determinable fair value		(365	)		—
Other, without a readily determinable fair value		(59	)		(158	)
Gain (loss) on financial instruments, net	$	(1,183	)	$	(3,461	)

A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands):

	2024			2023
	Year Ended March 31,
	2024			2023
Public equity securities
Related party equity securities	$	(3,702	)	$	(63,536	)
Other public equity securities		(237	)		523
Put options		(3,023	)		(3,460	)
Warrant liability		2,477			—
Prepaid forward liability		(14	)		—
Derivative liability		1,581			4,595
Other equity securities and interests
Related party, with a readily determinable fair value(1)		(63,755	)		—
Other, without a readily determinable fair value		(37,848	)		10,457
Gain (loss) on financial instruments, net	$	(104,521	)	$	(51,421	)

⁽¹⁾	Includes realized net gains of $13.7 million related to the Company’s previously classified available-for-sale debt securities upon reclassification from accumulated other comprehensive income during the year ended March 31, 2024.

Schedule of Fair Value Measured on Recurring Basis Unobservable Input Reconciliation

	Fair Value		Valuation Methodology	Unobservable Inputs	Range	Weighted Average
June 30, 2024	$	1,942	Market Approach	Enterprise value-to-revenue multiple	0.2x - 18.9x	1.80x
March 31, 2024	$	1,964	Market Approach	Enterprise value-to-revenue multiple	0.2x - 18.9x	1.77x

Fair Value

Valuation Methodology

Unobservable Inputs

Range

Weighted Average

March 31, 2024

1,964

Market Approach

Enterprise value-to-revenue multiple

0.2x – 18.9x

1.77x

March 31, 2023

2,078

Market Approach

Enterprise value-to-revenue multiple

0.2x – 18.9x

1.74x

The following table reconciles the beginning and ending fair value of our Level 3 other debt securities:

(Dollars in thousands)	2024			2023
	Year Ended March 31,
(Dollars in thousands)	2024			2023
Beginning balance	$	2,078		$	3,000
Gains (losses) recognized in accumulated other comprehensive income (loss)(1)		(114	)		(922	)
Ending balance	$	1,964		$	2,078

⁽¹⁾	Recorded in unrealized gain (loss) on available-for-sale debt securities.

	Fair Value		Valuation Methodology	Unobservable Inputs	Range of Targets
March 31, 2023	$	3,513	Discounted cash flow	Alternative asset beta to equity markets	0.42 – 1.67
				Alternative asset market discount rate	0.10
				Distribution rate	0.03 – 0.06
				Equity market risk premiums	0.07
				Net asset value volatilities	0.09 – 0.84
				Enhanced return discount rate	0.12

Schedule of Fair Value Measured on Recurring Basis Unobservable Input Reconciliation

The following table reconciles the beginning and ending fair value of our Level 3 other debt securities:

	2024			2023
(Dollars in thousands)	Three Months Ended June 30,
	2024			2023
Beginning balance	$	1,964		$	2,078
Gains (losses) recognized in accumulated other comprehensive income (loss)⁽¹⁾		(22	)		105
Ending balance	$	1,942		$	2,183

(1)

Recorded in unrealized gain (loss) on available-for-sale debt securities.

The following table reconciles the beginning and ending fair value of our Level 3 other debt securities:

(Dollars in thousands)	2024			2023
	Year Ended March 31,
(Dollars in thousands)	2024			2023
Beginning balance	$	2,078		$	3,000
Gains (losses) recognized in accumulated other comprehensive income (loss)(1)		(114	)		(922	)
Ending balance	$	1,964		$	2,078

⁽¹⁾	Recorded in unrealized gain (loss) on available-for-sale debt securities.

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

	Three Months Ended June 30,
	2023
Beginning balance	$	3,513
Gains recognized in earnings⁽¹⁾		(1,418	)
Gain recognized in loss on extinguishment of debt, net		—
Ending balance	$	2,095

⁽¹⁾

Recorded in (gain) loss on financial instruments, net.

(dollars in thousands)	Year Ended March 31, 2024			Year Ended March 31, 2023
Beginning balance	$	3,513		$	8,108
(Gains) losses recognized in earnings(1)		(1,581	)		(4,595	)
Gain recognized in loss on extinguishment of debt, net		(1,932	)		—
Ending balance	$	—		$	3,513

⁽¹⁾	Recorded in (gain) loss on financial instruments, net.

Schedule of Goodwill

The change in goodwill at each reporting unit was as follows:

Schedule of Goodwill

	March 31, 2024		Impairment			June 30, 2024
Ben Liquidity	$	—	$	—		$	—
Ben Custody		10,896		(3,129	)		7,767
Ben Insurance		—		—			—
Ben Markets		2,710		(265	)		2,445
Total Goodwill	$	13,606	$	(3,394	)	$	10,212

The change in goodwill at each reporting unit was as follows:

Schedule of Goodwill

(dollars in thousands)	March 31, 2023		Impairment			March 31, 2024
Ben Liquidity	$	1,725,880	$	(1,725,880	)	$	—
Ben Custody		594,219		(583,323	)		10,896
Ben Insurance		37,942		(37,942	)		—
Ben Markets		9,885		(7,175	)		2,710
Total Goodwill	$	2,367,926	$	(2,354,320	)	$	13,606

Schedule of Fair Value Disclosure of Asset and Liability Not Measured at Fair Value

The carrying amounts and estimated fair values of the Company’s financial instruments not recorded at fair value as of June 30, 2024 and March 31, 2024, were as noted in the table below:

	As of June 30, 2024
(Dollars in thousands)	Level in Fair Value Hierarchy	Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	1	$	4,399	$	4,399
Restricted cash	1		314		314
Financial liabilities:
Debt due to related parties, net	2		120,554		134,031
Accounts payable and accrued expenses	1		103,012		103,012

	As of March 31, 2024
(Dollars in thousands)	Level in Fair Value Hierarchy	Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	1	$	7,913	$	7,913
Restricted cash	1		64		64
Financial liabilities:
Debt due to related parties, net	2		120,505		129,327
Accounts payable and accrued expenses	1		157,157		157,157

The carrying amounts and estimated fair values of the Company’s financial instruments not recorded at fair value as of March 31, 2024 and 2023, were as noted in the table below:

	As of March 31, 2024
(Dollars in thousands)	Level in Fair Value Hierarchy		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents		1	$	7,913	$	7,913
Restricted cash		1		64		64
Financial liabilities:
Debt due to related parties		2		120,505		129,327
Accounts payable and accrued expenses		1		157,157		157,157

	As of March 31, 2023
(Dollars in thousands)	Level in Fair Value Hierarchy		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents		1	$	8,726	$	8,726
Restricted cash		1		819		819
Financial liabilities:
Customer ExAlt Trusts loan payable, net		2		52,129		56,635
Debt due to related parties, net		2		99,314		96,465
Accounts payable and accrued expenses		1		65,724		65,724

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
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-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

Related Parties (Details Narrative)

1 Months Ended

3 Months Ended

12 Months Ended

Mar. 15, 2024

USD ($)

Nov. 07, 2023

USD ($)

Oct. 20, 2023

USD ($)

Jun. 07, 2023

USD ($)

Jan. 31, 2022

USD ($)

Jun. 30, 2024

USD ($)

Trust

Jun. 30, 2023

USD ($)

Mar. 31, 2024

USD ($)

Trust

Mar. 31, 2023

USD ($)

Dec. 31, 2022

Oct. 19, 2023

USD ($)

Jan. 20, 2022

Director

Resident

$ 2,900,000

$ 3,081,000

$ 6,942,000

21,854,000

$ 28,269,000

103,012,000

157,157,000

65,724,000

^[1]

Operating expenses

(34,292,000)

1,153,227,000

2,549,850,000

148,269,000

34,796,000

31,727,000

14,622,000

^[1]

Other Assets

$ 11,912,000

$ 14,699,000

32,903,000

^[1]

$ 15,300,000

Class S Preferred [Member]

$ 48,100,000

Shares held in stock | shares

Shares held in stock | shares

3,640

Highland Consolidated LP [Member]

Hicks Holdings LLC [Member] | Common Class B [Member]

26 years

Outstanding loan balance

$ 11,100,000

$ 11,500,000

14,000,000.0

Shares held in common stock | shares

16,528

Services Agreement [Member]

Consulting Agreement [Member]

$ 1,200,000

$ 400,000

Renewal provision term

1 year

Beneficient Management Counselors LLC [Member]

1 year

Percentage of board of directors, pre-decoupling

49.00%

Percentage of members on management committee to select

50.00%

Percentage of members on community committee to select

50.00%

Bradley Capital Company LLC [Member]

Bradley Capital Company LLC [Member] | Services Agreement Base Fee [Member]

$ 2,800,000

$ 2,700,000

3,600,000

Bradley Capital Company LLC [Member] | Services Agreement Supplemental Fee [Member]

$ 500,000

400,000

Bradley Capital Company LLC [Member] | Services Agreement [Member]

$ 200,000

200,000

Costs for retired departed employees

$ 200,000

Renewal provision term

1 year

Minimum value of securities held

$ 10,000,000.0

Percentage of aggregate fair market value of ben

1.00%

Bradley Capital Company LLC [Member] | Services Agreement [Member] | CEO and Chairman [Member]

$ 700,000

700,000

$ 2,700,000

2,600,000

700,000

3,500,000

Annual salary

200,000

Bradley Capital Company LLC [Member] | Services Agreement Legal Fees [Member]

Bradley Capital Company LLC [Member] | Aircraft Sublease [Member]

$ 3,500,000

$ 2,400,000

1,200,000

1,800,000

1,400,000

$ 10,800,000

6,900,000

Bradley Capital Company LLC [Member] | Services Agreement Legal Fees Retainer [Member]

1 year

3 days

Operating expenses

$ 1,400,000

$ 4,300,000

6,100,000

Beneficient Holdings Inc [Member]

1,000,000.0

Beneficient Holdings Inc [Member] | Minimum [Member]

$ 30,000

Beneficient Holdings Inc [Member] | Maximum [Member]

5 years

Beneficient Holdings Inc [Member] | Contribution Agreement [Member]

7 years

Maximum costs per year

$ 250,000

HCLP Nominees LLC [Member] | Indemnification Obligation Legal Fees [Member]

Research Ranch Operating Company LLC [Member]

500,000

100,000

1,000,000.0

Debt due to related parties, gross

$ 0

800,000

Number of trusts | Trust

$ 2,200,000

Debt due to related parties, gross

2,200,000

2,100,000

Beneficient Heartland Foundation [Member]

Number of board of directors | Director

Population maximum resident | Resident

5,000

Number of board of directors allowed to appoint | Director

Number of board of directors appointed by counterparty | Director

Beneficient Heartland Foundation [Member] | Initial Charitable Contribution Initiative [Member]

Beneficient Heartland Foundation [Member] | Charitable Contribution Benefit For Development Projects And Promotion And Growth Of Industry [Member]

$ 15,400,000

Beneficient Heartland Foundation [Member] | Charitable Contribution Benefit Of Public Charities Dedicated To Economic Development [Member]

2,700,000

Beneficient Heartland Foundation [Member] | Charitable Contribution Indirect Beneficiaries [Member]

200,000

Beneficient Heartland Foundation Community Leaders [Member]

$ 12,500,000

Number of board of directors | Director

Beneficient Heartland Foundation Ben Employees Individuals [Member]

Number of board of directors | Director

Kansas TEFFI Economic Growth Trust [Member]

200,000

400,000

1,400,000

2,700,000

Hicks Holdings LLC [Member]

100,000

Other Assets

1,400,000

100,000

GWG Holdings [Member] | Shared Services Agreement [Member]

$ 27,000,000.0

$ 27,500,000

72,600,000

Renewal provision term

1 year

Cash received from related parties

1 year

Other Assets

17,800,000

1,400,000

400,000

Allowance for receivables

$ 15,600,000

Richard W Fisher [Member] | Consulting Agreement [Member]

Richard W Fisher [Member] | Consulting Agreement [Member] | Board [Member]

$ 50,000

Annual salary

$ 150,000

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Reverse Stock Split

Initial Recapitalization and Common Unit Conversion

Use of Estimates

Warrant Liability

Income Taxes

Accounting Standards Not Yet Adopted

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

All intercompany accounts and transactions have been eliminated in consolidation, and the portion of income allocated to owners other than the Company is included in “net income (loss) attributable to noncontrolling interests” in the consolidated statements of comprehensive income (loss). With the consolidation of the Customer ExAlt Trusts, interest and fees income and any related receivable charged by Ben Liquidity and Ben Custody to the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. While these amounts are eliminated solely for financial reporting purposes, such amounts are earned by Ben Liquidity and/or Ben Custody from the Customer ExAlt Trusts and directly impact the income (loss) allocable to Ben’s and BCH’s equity holders as further discussed in Note 3.

Reverse Stock Split

Initial Recapitalization and Common Unit Conversion

Use of Estimates

Cash, Cash Equivalents, and Restricted Cash

Refer to Note 21 for the reconciliation of cash, cash equivalents and restricted cash on our consolidated statements of cash flows.

Investments, at Fair Value

● Investments in Alternative Assets

● Investments in Public Equity Securities and Options

● Investments in Debt Securities

● Investments in Other Equity Securities and Interests

Leases

Fixed Assets

Goodwill and Other Intangibles

Warrant Liability

Accounts Payable and Accrued Expenses

Other Liabilities

Business Combinations

Income Taxes

Noncontrolling interests – Redeemable and Non-redeemable

See Note 13 for further information of the equity instruments of the Company, including those classified as redeemable noncontrolling interests and noncontrolling interests.

Earnings (Loss) per Common Share

Investment Income (Loss), Net

Investment income (loss), net consists of unrealized gains (losses) due to changes in NAV of alternative assets.

Gain (Loss) on Financial Instruments, Net

Administration Revenues

Professional Services

Share-based Compensation

Provision for Credit Losses


	Year Ended March 31,
(in thousands)		2024	2023
Credit loss on AFS debt securities (Note 5)	$	—	$	12,621
Bad debt expense on related party receivable (Note 9)		—		6,723
Bad debt expense on other receivables		6,016		1,236
Provision for credit losses	$	6,016	$	20,580

Comprehensive Income (Loss)

Fair Value of Financial Instruments

Accounting Standards Recently Adopted

Accounting Standards Not Yet Adopted

ASU 2023-07, Segment Reporting, (Topic 280) was issued in November 2023 and expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 will have no impact on the Company’s financial condition or results of operations. The Company is evaluating the impact to the related segment reporting disclosures.

Schedule of Redeemable Non Controlling Interests (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Deemed dividend upon issuance for U. S. GAAP to tax basis true-up

$ 251,052

$ 950,493

^[1]

$ 950,493

^[1]

^[2]

$ 314

Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return

^[2]

37,133

^[2]

BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual

^[2]

Reclass of BCH Preferred A.1 from temporary to permanent equity

699,441

^[2]

Redeemable Noncontrolling Interests [Member]

251,052

950,493

^[1]

251,052

950,493

992,238

Deemed dividend upon issuance for U. S. GAAP to tax basis true-up

16,793

11,524

^[2]

(314)

Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return

^[2]

(37,133)

^[2]

Transfer from BCH Preferred Series A.1 Unit Accounts to BCH Preferred Series A.0 Unit Accounts

BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual

(4,356)

(4,105)

(16,793)

^[2]

(15,822)

^[2]

Reclass of BCH Preferred A.1 from temporary to permanent equity

(699,441)

^[2]

Preferred Series A Subclass 0 [Member] | Redeemable Noncontrolling Interests [Member]

251,052

950,493

251,052

249,907

Deemed dividend upon issuance for U. S. GAAP to tax basis true-up

16,793

15,822

Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return

Transfer from BCH Preferred Series A.1 Unit Accounts to BCH Preferred Series A.0 Unit Accounts

1,145

BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual

(16,793)

(15,822)

Reclass of BCH Preferred A.1 from temporary to permanent equity

Preferred Series A Subclass 1 [Member] | Redeemable Noncontrolling Interests [Member]

251,052

$ 699,441

699,441

742,331

Deemed dividend upon issuance for U. S. GAAP to tax basis true-up

(4,298)

(314)

Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return

(37,133)

Transfer from BCH Preferred Series A.1 Unit Accounts to BCH Preferred Series A.0 Unit Accounts

(1,145)

BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual

Reclass of BCH Preferred A.1 from temporary to permanent equity

(699,441)

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

$ 699,441

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.
[2]	Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Other Assets and Other Liabilities

12 Months Ended

Mar. 31, 2024

Other Assets and Other Liabilities

9. Other Assets and Other Liabilities

The following table details the components of other assets:

Schedule of Other Assets

(Dollars in thousands)	March 31, 2024			March 31, 2023
Promissory note receivable	$	5,515		$	5,104
Allowance for promissory note receivable and other receivables		(5,515	)		—
Prepaid expenses		4,054			2,329
Loan fee receivable		2,932			—
Insurance reimbursable receivable		2,840			3,211
Fixed assets (Note 7)		2,328			4,344
Distribution receivables		—			5,891
Deferred costs of equity offering		343			7,778
Related party receivables		—			17,795
Allowance for related party receivables		—			(15,600	)
Other assets		2,202			2,051
Total Other assets, net	$	14,699		$	32,903

Related Party Receivables

Related party receivables consisted of amounts owed to the Company in connection with the Shared Services Agreement with GWG Holdings discussed in Note 16. The Shared Services Agreement terminated upon the execution of GWG Holdings’ bankruptcy plan on August 1, 2023. As of March 31, 2024 and 2023, reserves related to these receivables were nil and $15.6 million, respectively. As a result of the termination of the Shared Services Agreement, receivables and related allowance of $15.6 million were written off during the year ended March 31, 2024.

Promissory Note Receivable

There are amounts due under two promissory note agreements for funds advanced outside of our normal liquidity arrangements with and original principal balances of $2.5 million and $0.9 million as of March 31, 2024 and 2023. The $2.5 million note bears interest at 9.0% per annum and was paid-in-kind by adding to the outstanding principal. The $0.9 million note bears interest at the lesser of 18% or the mid-term federal rate (360 day year) and was paid-in-kind by adding to the outstanding principal. The interest rate was 5.00% per annum as of March 31, 2024 and 5.00% per annum as of March 31, 2023. Both promissory note agreements matured in April 2024. The Company is negotiating with the counterparty on potentially extending these note agreements or otherwise coming to a resolution on these outstanding balances. The notes may be prepaid at any time without penalty. Mandatory prepayments are required if certain conditions are met. Total principal and interest due for both promissory notes as of March 31, 2024 and 2023 was $5.5 million and $5.1 million, respectively. As of March 31, 2024 and 2023, reserves related to these receivables were $5.5 million and nil, respectively.

The following table details the components of other liabilities:

(Dollars in thousands)	March 31, 2024		March 31, 2023
Interest commitments	$	18,243	$	13,499
Accrued interest on debt due to related parties		9,740		—
Deferred upfront fees		2,717		—
Other		1,027		1,123
Total Other liabilities	$	31,727	$	14,622

Interest Commitments

The primary closing conditions of the Company’s formative transactions consisted of (i) MHT Financial entering into purchase and sale agreements with certain counterparties, which were owners of alternative asset funds to acquire their portfolios of alternative assets (collectively, the “Formative Transactions Exchange Portfolio”) in exchange for agreed upon consideration and (ii) MHT Financial’s subsequent contribution of the Formative Transactions Exchange Portfolio into the custody of certain constituent trusts (each a “Custody Trust”) of the ExAlt PlanTM (as structured for the formative transactions, the “Formative ExAlt PlanTM”) in exchange for Common Units of Ben and debt and equity securities of GWG Holdings of an agreed upon value issued to certain other constituent trusts of the Formative ExAlt PlanTM of which MHT Financial was named the sole beneficiary (such trusts, the “2017-18 Exchange Trusts”). In connection with these formative transactions and related closing conditions, the Company agreed with certain other sellers to MHT Financial to accrue interest beginning on August 10, 2018, at a rate of 1-month London Interbank Offered Rate (“LIBOR”) plus 3.95% for thirty percent of the value of the Ben Common Units held by these 2017-18 Exchange Trusts until such time that these 2017-18 Exchange Trusts liquidate their holdings of Ben Common Units. The Company does not have an obligation to repurchase or redeem the Ben Common Units held by the 2017-18 Exchange Trusts. Interest expense of $4.7 million and $3.6 million was recognized during the years ended March 31, 2024 and 2023, respectively. Accrued interest on this commitment is reflected in other liabilities. No amount of accrued interest has been paid through March 31, 2024.

Fixed Assets (Tables)

12 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property Plant and Equipment

Fixed assets are included in other assets in the consolidated statements of financial condition and consist of the following:

(Dollars in thousands)	March 31, 2024			March 31, 2023
Computer hardware and software	$	11,864		$	9,899
Buildings		188			188
Furniture, fixtures, and equipment		139			139
Leasehold improvements		109			109
Other		73			73
Fixed assets, gross		12,373			10,408
Accumulated depreciation and amortization		(10,327	)		(6,551	)
Internal use software in process		282			487
Fixed assets, net	$	2,328		$	4,344

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Fair Value, Option, Quantitative Disclosures [Line Items]

$ 3,513

$ 8,108

Gain (Loss) on Investments [Member]

2,095

3,513

Fair Value, Option, Quantitative Disclosures [Line Items]

Gain recognized in loss on extinguishment of debt, net

(1,418)

^[1]

(1,581)

^[2]

(4,595)

^[2]

Gain Loss On Extinguishment Of Debt [Member]

Fair Value, Option, Quantitative Disclosures [Line Items]

Gain recognized in loss on extinguishment of debt, net

$ (1,932)

[1]	Recorded in (gain) loss on financial instruments, net.
[2]	Recorded in (gain) loss on financial instruments, net.

Schedule of Alternative Assets Investments (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Mar. 31, 2024

Mar. 31, 2023

$ 297,888

$ 293,916

$ 385,851

47,183

47,823

61,135

297,888

293,916

385,851

Venture Capital Funds [Member]

47,183

47,823

61,135

124,791

139,495

165,933

2,317

2,548

2,810

124,791

139,495

165,933

Private Equity Funds [Member]

2,317

2,548

2,810

137,372

116,462

145,073

38,051

38,401

47,218

137,372

116,462

145,073

Natural Resources Funds [Member]

38,051

38,401

47,218

17,441

17,553

27,756

3,328

3,340

5,240

17,441

17,553

27,756

Real Estate Funds [Member]

3,328

3,340

5,240

8,662

8,760

10,391

2,859

2,907

4,800

8,662

8,760

10,391

2,859

2,907

4,800

Hedge Funds [Member]

3,601

6,095

24,935

245

337

3,601

6,095

24,935

Other Investments [Member]

245

337

6,021

^[1]

5,551

^[1],[2]

11,763

^[2]

383

^[1]

382

^[1],[2]

730

^[2]

6,021

^[1]

5,551

^[1],[2]

11,763

^[2]

$ 383

^[1]

$ 382

^[1],[2]

$ 730

^[2]

[1]	“Other” includes earnouts, escrow, net other assets, private debt strategies.
[2]	“Other” includes earnouts, escrow, net other assets, and private debt strategies.

Fair value of investment other than investment in equity security, investment in debt security and equity method investment. Includes, but is not limited to, investment in certain entities that calculate net asset value per share. Example includes, but is not limited to, investment in hedge fund, venture capital fund, private equity fund, and real estate partnership or fund.

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Reference 55: http://www.xbrl.org/2003/role/disclosureRef
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Reference 56: http://www.xbrl.org/2003/role/disclosureRef
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Reference 57: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 1)(b))
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Reference 58: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 6
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Reference 59: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 60: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 61: http://www.xbrl.org/2003/role/disclosureRef
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Reference 62: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 6
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Reference 63: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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Schedules of Concentration of Risk, by Risk Factor

Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Fixed assets, gross	$ 12,373	$ 10,408
Accumulated depreciation and amortization	(10,327)	(6,551)
Internal use software in process	282	487
Fixed assets, net	2,328	4,344
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Computer hardware and software	11,864	9,899
Building [Member]
Property, Plant and Equipment [Line Items]
Fixed assets, gross	188	188
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Fixed assets, gross	139	139
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Fixed assets, gross	109	109
Property, Plant and Equipment, Other Types [Member]
Property, Plant and Equipment [Line Items]
Fixed assets, gross	$ 73	$ 73

Risks and Uncertainties (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Risks and Uncertainties [Abstract]

The portfolio of alternative assets covers the following industry sectors and geographic regions for the periods shown below (dollar amounts in thousands):

	June 30, 2024					March 31, 2024
Industry Sector	Value		Percent of Total			Value		Percent of Total
Food and staples retailing	$	66,516		22.3	%	$	41,721		14.2	%
Software and services		41,935		14.1			42,908		14.6
Utilities		28,656		9.6			28,768		9.8
Diversified financials		23,386		7.9			30,297		10.3
Energy		19,796		6.6			19,930		6.8
Capital goods		15,337		5.1			23,146		7.9
Health care equipment and services		16,155		5.4			16,520		5.6
Semiconductors and Semiconductor Equipment		12,090		4.1			16,144		5.5
Other⁽¹⁾		74,017		24.9			74,482		25.3
Total	$	297,888		100.0	%	$	293,916		100.0	%

(1)	Industries in this category each comprise less than 5 percent. Semiconductors and Semiconductor Equipment is shown separately as it comprised greater than 5 percent in the prior period.

	June 30, 2024					March 31, 2024
Geography	Value		Percent of Total			Value		Percent of Total
North America	$	150,944		50.7	%	$	164,205		55.9	%
South America		68,284		22.9			43,543		14.8
Asia		43,265		14.5			49,385		16.8
Europe		34,695		11.6			35,870		12.2
Africa		700		0.3			913		0.3
Total	$	297,888		100.0	%	$	293,916		100.0	%

The portfolio of alternative assets covers the following industry sectors and geographic regions for the periods shown below (dollars in thousands):

	March 31, 2024					March 31, 2023
Industry Sector	Value		Percent of Total			Value		Percent of Total
Software and services	$	42,908		14.6	%	$	54,944		14.2	%
Food and staples retailing		41,721		14.2			38,210		9.9
Diversified financials		30,297		10.3			52,544		13.6
Utilities		28,768		9.8			28,043		7.3
Capital goods		23,146		7.9			27,707		7.2
Energy		19,930		6.8			26,721		6.9
Health care equipment and services		16,520		5.6			23,626		6.1
Semiconductors and semiconductor equipment		16,144		5.5			17,935		4.6
Other⁽¹⁾		74,482		25.3			116,121		30.2
Total	$	293,916		100.0	%	$	385,851		100.0	%

(1)	Industries in this category each comprise less than 5 percent.

	March 31, 2024					March 31, 2023
Geography	Value		Percent of Total			Value		Percent of Total
North America	$	164,205		55.9	%	$	239,951		62.2	%
Asia		49,385		16.8			62,016		16.1
South America		43,543		14.8			41,423		10.7
Europe		35,870		12.2			38,874		10.1
Africa		913		0.3			3,587		0.9
Total	$	293,916		100.0	%	$	385,851		100.0	%

Understanding our Financial Statements and the Impact to the Common Shareholder (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Understanding Our Financial Statements And Impact To Common Shareholder

Schedule of Segment Reporting Information, by Segment

	2024			2023
(in thousands)	Three Months Ended June 30,
	2024			2023
Operating income (loss)
Ben Liquidity	$	(514	)	$	(903,026	)
Ben Custody		1,287			(189,997	)
Corporate & Other		44,091			(49,081	)
Less: Income tax expense		(28	)		—
Less: Net loss attributable to noncontrolling interests - Ben		7,187			30,686
Less: Noncontrolling interest guaranteed payment		(4,356	)		(4,105	)
Net income (loss) attributable to common shareholders	$	47,667		$	(1,115,523	)


	Year Ended March 31,
(in thousands)	2024			2023
Operating income (loss)
Ben Liquidity	$	(1,810,964	)	$	(46,512	)
Ben Custody		(588,811	)		24,046
Corporate & Other		(210,169	)		(112,845	)
Less: Loss on extinguishment of debt, net (intersegment elimination)		3,940			—
Less: Income tax expense (benefit) (allocable to Ben and BCH equityholders)		121			(1,072	)
Less: Income tax expense		121			(1,072	)
Less: Net loss attributable to noncontrolling interests - Ben		535,157			19,081
Less: Noncontrolling interest guaranteed payment		(16,793	)		(15,822	)
Net loss attributable to common shareholders	$	(2,095,641	)	$	(130,980	)

Schedule of Debt Securities Available for Sale Unrealized Loss Position (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Mar. 31, 2023
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total available-for-sale debt securities with fair value	$ 1,942	$ 1,964	$ 75,900
Total available-for-sale debt securities with unrealized losses	1,060	1,060	8,880
Other Debt Obligations [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Fair value, Less than twelve months			2,078
Unrealized losses, Less than twelve months			956
Fair value, Less than twelve months	1,942	1,964
Unrealized losses, Less than twelve months	$ 1,060	1,060
Corporate Debt Securities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Fair value, Less than twelve months			73,822
Unrealized losses, Less than twelve months			$ 7,924

Variable Interest Entities

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

14. Variable Interest Entities

In accordance with ASC 810, an enterprise is determined to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which Ben holds a variable interest is a VIE and (b) whether Ben’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (for example, management and performance-related fees), would give it a controlling financial interest. The performance of that analysis requires the exercise of judgment. Based on management’s analysis, there are no VIEs that require consolidation, other than those described below.

VIEs for Which the Company is the Primary Beneficiary

CT Risk Management, L.L.C.

CT, a Delaware limited liability company, is currently governed by the Fourth Amended and Restated Limited Liability Company Agreement entered into on April 27, 2022. CT was created to reduce the impact of a potential market downturn on the interests in alternative assets held by the Customer ExAlt Trusts that collateralize the loans receivable from the Customer ExAlt Trusts held by BFF, or other Ben entities (such loans receivable are eliminated solely for financial reporting purposes in our consolidated financial statements) by distributing any potential profits to certain of the Customer ExAlt Trusts thereby offsetting any reduction in the value of the alternative assets.

CT is considered a VIE as the at-risk equity holder, BFF, does not have all of the characteristics of a controlling financial interest due to BFF’s receipt of returns being limited to its initial investment in CT. The Company concluded that BFF is the primary beneficiary of CT as BFF has the power to direct the most significant activities and has an obligation to absorb potential losses of CT. Accordingly, the results of CT are included in the Company’s consolidated financial statements.

As of June 30, 2024 and March 31, 2024, the consolidated statements of financial condition include assets of this consolidated VIE with a carrying value of nil. For three months ended June 30, 2023, the Company recorded losses of $2.3 million, of which approximately $1.7 million is attributable to Ben or Ben’s loan portfolio, with the remainder attributable principally to the loan involved in the participation loan transaction, which is reported in the gain (loss) on financial instruments, net line item of the consolidated statements of comprehensive income (loss). No options were held as of June 30, 2024.

Customer ExAlt Trusts

The Company determined that all of the Customer ExAlt Trusts used in connection with its operations are VIEs of which Ben is the primary beneficiary as defined under ASC 810. The Company concluded that it is the primary beneficiary of the Customer ExAlt Trusts as it has the power to direct the most significant activities and has an obligation to absorb potential losses of the Customer ExAlt Trusts. Accordingly, the results of the Customer ExAlt Trusts are included in the Company’s consolidated financial statements. Although the Company is deemed to be the primary beneficiary of the Customer ExAlt Trusts for purposes of ASC 810, it is neither designated as a beneficiary under the trust agreements nor recognized as a beneficiary of such trusts under applicable state trust law. The assets of the Customer ExAlt Trusts may only be used to settle obligations of the Customer ExAlt Trusts. Other than potentially funding capital calls above the related reserve (refer to Note 17), there is no recourse to the Company for the Customer ExAlt Trusts’ liabilities. The cash flows generated by these VIEs are included within the Company’s consolidated statements of cash flows.

The consolidated statements of financial condition include the following amounts from these consolidated VIEs as of the dates presented:

Schedule of Variable Interest Entities

(Dollars in thousands)	June 30, 2024			March 31, 2024
Assets:
Cash and cash equivalents	$	1,244		$	963
Restricted cash		314			64
Investments, at fair value		331,367			329,113
Other assets		34			30
Total Assets of VIEs	$	332,959		$	330,170

Liabilities:
Accounts payable and accrued expense	$	1,823		$	1,670
Other liabilities		19			109
Total Liabilities of VIEs	$	1,842		$	1,779

Equity:
Treasury stock	$	(3,444	)	$	(3,444	)
Noncontrolling interests		(166,463	)		(165,712	)
Accumulated other comprehensive income		255			276
Total Equity of VIEs	$	(169,652	)	$	(168,880	)

The consolidated statements of comprehensive income (loss) for the periods presented include the following amounts from these consolidated VIEs.

	2024			2023
	Three Months Ended June 30,
	2024			2023
(Dollars in thousands)
Revenues
Investment income, net	$	11,028		$	500
Loss on financial instruments, net		(1,175	)		(1,803	)
Interest and dividend income		—			8
Total revenues		9,853			(1,295	)

Operating expenses
Interest expense		—			1,874
Provision for credit losses		522			—
Professional services		622			1,261
Other expenses		121			357
Total operating expenses		1,265			3,492
Net income (loss)	$	8,588		$	(4,787	)
Net loss attributable to noncontrolling interests	$	(526	)	$	(13,866	)

17. Variable Interest Entities

VIEs for Which the Company is the Primary Beneficiary

CT Risk Management, L.L.C.

CT Risk Management, L.L.C. (“CT”), which is currently governed by the Fourth Amended and Restated Limited Liability Company Agreement entered into on April 27, 2022. CT was created to reduce the impact of a potential market downturn on the interests in alternative assets held by the Customer ExAlt Trusts that collateralize the loans receivable from the Customer ExAlt Trusts held by BFF, or other Ben entities (such loans receivable are eliminated solely for financial reporting purposes in our consolidated financial statements) by distributing any potential profits to certain of the Customer ExAlt Trusts thereby offsetting any reduction in the value of the alternative assets.

CT is considered a VIE as the at-risk equity holder, BFF, does not have all of the characteristics of a controlling financial interest due to BFF’s receipt of returns being limited to its initial investment in CT. The Company concluded that BCC is the primary beneficiary of CT as BFF has the power to direct the most significant activities and has an obligation to absorb potential losses of CT. Accordingly, the results of CT are included in the Company’s consolidated financial statements.

As of March 31, 2024 and 2023, the consolidated statements of financial condition include assets of this consolidated VIE with a carrying value of nil and $4.0 million, respectively, which is recorded in the investments held by Ben line item of the consolidated statements of financial condition. The Company recorded losses of $3.0 million and $3.5 million, for the years ended March 31, 2024 and 2023, respectively, which is attributable to Ben or Ben’s loan portfolio, with the remainder attributable principally to the loan involved in the participation loan transaction. No options were held as of March 31, 2024.

Customer ExAlt Trusts

The Company determined that all of the Customer ExAlt Trusts used in connection with its operations are VIEs of which Ben is the primary beneficiary as defined under ASC 810. The Company concluded that it is the primary beneficiary of the Customer ExAlt Trusts as it has the power to direct the most significant activities and has an obligation to absorb potential losses of the Customer ExAlt Trusts. Accordingly, the results of the Customer ExAlt Trusts are included in the Company’s consolidated financial statements. Although the Company is deemed to be the primary beneficiary of the Customer ExAlt Trusts for purposes of ASC 810, it is neither designated as a beneficiary under the trust agreements nor recognized as a beneficiary of such trusts under applicable state trust law. The assets of the Customer ExAlt Trusts may only be used to settle obligations of the Customer ExAlt Trusts. Other than potentially funding capital calls above the related reserve (refer to Note 20), there is no recourse to the Company for the Customer ExAlt Trusts’ liabilities. The cash flows generated by these VIEs are included within the Company’s consolidated statements of cash flows.

The consolidated statements of financial condition includes the following amounts from these consolidated VIEs as of the dates presented:

(Dollars in thousands)	March 31, 2024			March 31, 2023
Assets:
Cash and cash equivalents	$	963		$	3,259
Restricted cash		64			819
Investments, at fair value		329,113			491,859
Other assets		30			5,891
Total Assets of VIEs	$	330,170		$	501,828

Liabilities:
Accounts payable and accrued expense	$	1,670		$	1,945
Other liabilities		109			132
Customer ExAlt Trusts loan payable, net		—			52,129
Total Liabilities of VIEs	$	1,779		$	54,206

Equity:
Treasury stock	$	(3,444	)	$	(3,444	)
Noncontrolling interests		(165,712	)		(118,299	)
Accumulated other comprehensive income (loss)		276			9,900
Total Equity of VIEs	$	(168,880	)	$	(111,843	)

The consolidated statements of comprehensive income (loss) for the periods presented include the following amounts from these consolidated VIEs.

(Dollars in thousands)	Year Ended March 31, 2024			Year Ended March 31, 2023
Revenues
Investment income (loss), net	$	4,791		$	(54,010	)
(Gain) loss on financial instruments, net		(102,584	)		(35,085	)
Interest income		10			54
Other income		215			—
Total revenues		(97,568	)		(89,041	)

Operating expenses
Interest expense		4,091			8,957
Provision for credit losses		254			13,843
Professional services		3,277			5,032
Other expenses		1,191			1,905
Total operating expenses		8,813			29,737
Loss on extinguishment of debt, net		8,846			—
Net income (loss)	$	(115,227	)	$	(118,778	)
Net income (loss) attributable to noncontrolling interests	$	(44,175	)	$	(117,861	)

Consolidated Statements of Financial Condition (Parenthetical) - USD ($)
$ in Thousands

Jun. 30, 2024

Mar. 31, 2024

Mar. 31, 2023

Accounts payable and accrued expenses related party

$ 331,367

$ 329,119

$ 497,221

103,012

157,157

65,724

^[1]

Other liabilities related party

$ 34,796

$ 31,727

$ 14,622

^[1]

Preferred stock, par value

$ 0.001

Preferred stock, shares authorized

250,000,000

Treasury stock common units

9,000

other assets related party

$ 11,912

$ 14,699

$ 32,903

^[1]

Series A Preferred Stock [Member]

Preferred stock, par value

$ 0.001

226,932

226,932

Common stock, shares authorized

Common stock, par value

$ 0.001

18,750,000

Common stock, shares issued

4,006,000

3,348,000

2,252,000

Common stock, shares outstanding

4,000,000

3,339,000

2,244,000

Common stock, shares authorized

Common stock, par value

$ 0.001

250,000

Common stock, shares issued

239,000

Common stock, shares outstanding

239,000

Variable Interest Entity, Primary Beneficiary [Member]

$ 331,367

$ 329,113

$ 491,859

^[1]

Accounts payable and accrued expenses related party

5,362

^[1]

Related Party [Member]

13,635

14,143

10,485

Other liabilities related party

11,833

9,740

100

other assets related party

2,195

194

552

76,154

$ 6

$ 1,371

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

De-SPAC Merger Transaction (Details Narrative)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Jul. 10, 2023

$ / shares

Jun. 29, 2023

USD ($)

Jun. 08, 2023

Jun. 07, 2023

USD ($)

$ / shares

Jun. 06, 2023

$ / shares

Jun. 05, 2023

USD ($)

$ / shares

Jun. 30, 2024

USD ($)

$ / shares

Jun. 30, 2023

USD ($)

Mar. 31, 2024

USD ($)

$ / shares

Mar. 31, 2023

USD ($)

$ / shares

Oct. 03, 2023

$ / shares

Anniversary of closing date

10 years

Discount rate

0.20

Cash and cash equivalents | $

$ 800.00

Compensation expense | $

$ 994

$ 27,001

$ 39,103

$ 10,085

4,399

7,913

8,726

^[1]

Net proceeds | $

$ 1,800

180

178

^[1]

$ (1,183)

(3,461)

$ (104,521)

$ (51,421)

Public Warrants [Member]

Beneficient Warrants [Member]

Share price | $ / shares

$ 800.00

Warrant exercise price | $ / shares

295,313

Warrants issued

296,969

Warrants outstanding

296,969

24,699,725

308,747

$ 920.00

Earnout period

5 years

Repurchase price | $ / shares

$ 8.00

Number of trading days

30 days

Number of consecutive trading days

30 days

Threshold business days

3 days

Share price | $ / shares

$ 1,440.00

$ 200

Beneficient Warrants [Member] | Public Warrants [Member]

$ 1,500

1,500

2,500

Repurchase price | $ / shares

$ 0.80

Beneficient Warrants [Member] | Common Stock [Member]

Avalon Warrants Publicly Traded [Member]

Number of trading days

20 days

Avalon Warrants Private Placement [Member]

Warrants assumed

194,063

Conversion of BCG Common Class A Units [Member]

Warrants assumed

101,250

Closing period

30 days

Additional value | $

15,000

Compensation expense | $

$ 15,000

River North LP [Member]

Gross proceeds | $

$ 5,000

Avalon [Member]

Cash and cash equivalents | $

$ 27,900

Transaction expense | $

26,100

Beneficient [Member] | Additional Paid-in Capital [Member]

Transaction expense | $

21,700

River North LP [Member]

Aggregate amount received | $

$ 20,000

Avalon Class A Common Stock [Member]

Aggregate amount received | $

$ 847.04

$ 25,000

Reserve amount | $

20,000

Avalon Class A Common Stock [Member] | Beneficient [Member]

Transaction expense | $

$ 26,100

Aggregate amount received | $

5,000

Disbursed amount | $

$ 5,000

Series A Convertible Preferred Stock [Member]

$ 0.001

$ 2.22

$ 218.40

Shares held post conversion

$ 372.80

$ 0.001

0.001

$ 0.001

36,956

Minimum price per share | $ / shares

$ 400.00

Maximum percentage of stock to sell

10.00%

1.25

$ 10.00

Stock outstanding following combination

550,510

17,456

Stock issued

99,649

Units issued

2,358,429

4,006,000

3,348,000

2,252,000

Units outstanding

2,358,429

4,000,000

3,339,000

2,244,000

Additional shares

8,595

2,367,244

Securities exercisable

Common Class A [Member] | Common Stock [Member]

Common Class A [Member] | Conversion of BCG Common Class A Units [Member]

Stock issued

129,000

100,000

98,000

^[2]

Shares issued in connection to conversion

1,076,462

Common Class A [Member] | Conversion of BCG Preferred B2 Units [Member]

Shares issued in connection to conversion

1,175,632

Common Class A [Member] | Minimum [Member]

Volume weighted average share price | $ / shares

$ 400.00

Common Class A [Member] | Maximum [Member]

Volume weighted average share price | $ / shares

$ 640.00

Forward Purchase Agreement Purchased Shares [Member]

Purchase agreement, transaction shares

13,305

Forward Purchase Agreement Prepaid Forward Shares [Member]

Purchase agreement, transaction shares

23,651

Common Stock [Member]

$ 847.04

$ 0.001

1.25

Common Class B [Member] | Conversion of BCG Common Class B Units [Member]

191,405

Units issued

239,256

239,000

Units outstanding

239,256

239,000

Shares issued in connection to conversion

239,256

Preferred Series A Stock [Member]

34,962

34,961

Avalon Class B Common Stock [Member]

Securities exercisable

Series A Preferred Stock [Member]

$ 0.0001

34,962

34,962

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.
[2]	Periods presented have been adjusted to reflect the 1-for-80 reverse stock split on April 18, 2024. See Note 1 - Summary of Significant Accounting Policies - Reverse Stock Split, for additional information.

Schedule of Goodwill (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

$ 13,606

$ 2,367,926

^[1]

$ 2,367,926

^[1]

$ 2,367,750

(3,394)

(1,096,305)

(2,354,320)

10,212

13,606

2,367,926

^[1]

3,394

1,096,305

2,354,320

Ben Liquidity [Member]

1,725,880

(1,725,880)

1,725,880

1,725,880

10,896

594,219

(3,129)

(583,323)

7,767

10,896

594,219

3,129

583,323

Ben Insurance [Member]

37,942

(37,942)

37,942

37,942

2,710

$ 9,885

9,885

(265)

(7,175)

2,445

2,710

9,885

$ 265

$ 7,175

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
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-Paragraph 10
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Schedule of Computing Diluted Net Loss Per Share (Details) - shares	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities	31,003,688	174,837,520	5,217,230	1,424,958
Series B Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities			29,786
Class S Ordinary [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities		68,900	67,936	72,948
Class S Preferred [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities		605	606	1,171
Preferred Series A Subclass 0 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities		32,060,425	1,044,524	247,450
Preferred Series A Subclass 1 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities		112,360,624	3,510,235	797,395
Preferred Series C [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities		550,510	151,917	200,861
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities	129,002	99,581	100,214	105,133
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities	30,874,686	29,696,875	312,012

Related Parties

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Related Parties

13. Related Parties

The Company considers its employees and directors to be related parties. A “Related Entity” or “Related Entities” include certain trusts that are directly or indirectly controlled by, or operate for the benefit of, Mr. Heppner or his family, and those entities directly or indirectly held by, or that are under common control with, such trusts, and in which he and his family members are among classes of economic beneficiaries, whether or not Mr. Heppner is entitled to economic distributions from such trusts. Mr. Heppner is a beneficiary of the trust that is the sole shareholder of BHI (such trust, the “Related Entity Trust”).

Relationship with Beneficient Management Counselors, L.L.C.

For periods prior to the conversion of BCG to a Nevada corporation, Ben Management was the general partner of Ben and Ben Management was governed by a board of directors. The governing document of Ben Management provided that Beneficient Management Counselors, L.L.C. (“BMC”), wholly owned by one of several Related Entities, determined the directors of Ben Management who filled 49% of the Board seats. BMC was also entitled to select (a) 50% of the membership of the Ben Management’s Nominating Committee and Executive Committee and appoint the chair of each of these committees, and (b) 50% of the membership of the Community Reinvestment Committee (the “CRC”) and the CRC’s chairperson and lead committee member. Certain decisions with respect to Ben’s charitable giving program were delegated to the CRC, including certain decisions on behalf of BFF as a Kansas TEFFI. Decisions regarding appointment and removal of Ben Management’s directors, other than directors appointed by BMC, were delegated, with certain exceptions, to the Nominating Committee of Ben Management of which our Chief Executive Officer and Chairman was a member and Chairman. In the event of a tie vote of the Nominating Committee on a vote for the appointment or removal of a director, the majority of the then total number of directors serving on the board of directors would break the tie; provided that upon and following a “trigger event” (as defined in Ben Management’s governing document) the chair of the Nominating Committee may cast the tie-breaking vote. Subsequent to the conversion of BCG to a Nevada corporation, Beneficient is governed by a board of directors and Beneficient’s common equity holders are entitled to vote on all matters on which stockholders generally are entitled to vote as described in Note 10, Equity.

Services Agreement with Bradley Capital Company, L.L.C.

BCG and BCH entered into an agreement with Bradley Capital Company, L.L.C. (“Bradley Capital”) and BMC effective June 1, 2017 (the “Bradley Capital Agreement”), which was then amended and restated effective January 1, 2022 (the “A&R Bradley Capital Agreement”). Bradley Capital is a Related Entity. Under the Bradley Capital Agreement and the A&R Bradley Capital Agreement, Bradley Capital is entitled to a current base fee of $0.4 million per quarter for executive level services provided by an executive of Bradley Capital, who, prior to BCG’s conversion to a Nevada corporation on June 7, 2023, was our Chief Executive Officer and Chairman of Ben Management’s Board of Directors and currently is our Chief Executive Officer and Chairman of our Board, together with a current supplemental fee of $0.2 million per quarter for administrative and financial analysis, with both the base fee and supplemental fee, subject to an annual inflation adjustment. The base fee may be increased by the provider up to two times the initial base fee per quarter to cover increases in the cost of providing the services, or in the event of an expansion of the scope of the services, with the approval of the Executive Committee of the Board of Ben Management prior to June 7, 2023 and the Executive Committee of our Board subsequent to June 7, 2023, of which our CEO & Chairman is a member and Chairman. Our CEO and Chairman receives an annual salary from the Company of $0.2 million and both he and other employees of Bradley Capital can participate in equity incentive plans sponsored by the Company. The Bradley Capital Agreement and the A&R Bradley Capital Agreement also includes a payment from Ben of $0.2 million per year, paid in equal quarterly installments, to cover on-going employee costs for retired and/or departed employees of predecessor entities prior to September 1, 2017, which on-going costs were assumed by Bradley Capital, as well as a further payment to Bradley Capital in respect of the cost of health and retirement benefits for current employees of Bradley Capital all of which are reimbursed by Ben.

The Bradley Capital Agreement and the A&R Bradley Capital Agreement requires Ben to reimburse Bradley Capital or its affiliates for taxes, fees, and expenses, including legal fees and related costs, relating to the contributions by affiliates of Bradley Capital of equity or debt interests in Ben to public charitable trusts in connection with the 2017-18 Exchange Trusts, as well as the contribution of beneficial interests in customer trusts administered by Ben. The A&R Bradley Capital Agreement further requires that Ben indemnify and hold Bradley Capital harmless against any and all losses, damages, costs, fees and any other expenses incurred by Bradley Capital as air travel expenses owed in connection with the operation of the aircraft identified in the Aircraft Sublease (as defined below) for periods prior to January 1, 2022. Additionally, the Company provides office space and access to needed technology systems and telephone services. Payments by Ben to Bradley Capital and its affiliates are guaranteed and subject to enforcement by the state courts in Delaware in the event of default. The A&R Bradley Capital Agreement extended through December 31, 2022, with an automatic annual one-year renewal provision thereafter. Prior to June 7, 2023, the A&R Bradley Capital Agreement could have been terminated by the mutual agreement of the parties, by the unanimous approval of the Executive Committee of the Board of Ben Management of which an executive of a Related Entity is a member, or without such approval if the Related Entity no longer holds the lesser of $10.0 million of Ben’s securities or 1% of the aggregate fair market value of Ben on both December 31, 2022, or any applicable extension date, and the date of termination.

On June 7, 2023 BCG’s existing Bradley Capital Agreement, was replaced by a Second Amended and Restated Services Agreement (the “Second A&R Bradley Capital Agreement”) with the Company as a party. The Second A&R Bradley Capital Agreement is substantially similar to the existing Bradley Capital Agreement, subject to certain changes as follows. The Executive Committee (as defined in the Second A&R Bradley Capital Agreement) reference was revised to refer to the Executive Committee of the Board, and the Second A&R Bradley Capital Agreement expressly states that it shall in no way limit the authority of Board to appoint and remove officers of the Company, including its chief executive officer. The term of the Second A&R Bradley Capital Agreement extends through December 31, 2023, with an annual one-year renewal provision thereafter. The termination provision was revised so that the agreement may be terminated upon the approval of all members of the Executive Committee, excluding Brad K. Heppner if he is then serving on the Executive Committee. The base fee was increased to $0.5 million per quarter and the supplemental fee was increased to $0.2 million per quarter, with each fee remaining subject to an annual inflation adjustment. In addition, revisions were made to the limitation of liability and indemnification provisions to reflect the applicability of the corporation laws of Nevada to Beneficient.

During the three months ended June 30, 2024 and 2023, the Company recognized expenses totaling $0.7 million and $0.7 million related to this services agreement, respectively. As of June 30, 2024 and March 31, 2024, $2.8 million and $2.7 million, respectively, was owed to Bradley Capital related to the ongoing aspects of this services agreement. In addition, prior to the Aircraft Sublease with Bradley Capital discussed below, we also reimbursed Bradley Capital for certain costs, including private travel, for our chief executive officer, including family members. As of June 30, 2024 and March 31, 2024, we have nil and $0.7 million accrued related to these reimbursements originating prior to the Aircraft Sublease. These amounts are reflected in the accounts payable and accrued expenses line item on the consolidated statements of financial condition. During the three months ended June 30, 2024, the Company paid $1.2 million related to previously accrued amounts owed under this services agreement.

In addition to the above, the Company incurred legal fees on behalf of Mr. Heppner under certain indemnification provisions. During the three months ended June 30, 2024 and 2023, these legal fees totaled approximately $1.2 million and $1.2 million, respectively. Substantially all of these legal fees have or are expected to be eligible for reimbursement by the directors and officers insurance carriers.

Aircraft Sublease with Bradley Capital

Effective January 1, 2022 and January 1, 2023, The Beneficient Company Group (USA), L.L.C. (“Beneficient USA”), a subsidiary of BCH, as sublessee, Bradley Capital, as sublessor, and BCG, solely as it relates to the guarantee it makes to Bradley Capital as set forth therein, entered into an Aircraft Sublease Agreement (the “Aircraft Sublease”). Pursuant to the Aircraft Sublease, Bradley Capital subleases the aircraft described therein, without a crew, to Beneficient USA for discrete periods of use. Beneficient USA is required to pay a quarterly rental of $1.4 million plus direct operating expenses incurred for Ben’s use of the aircraft. Bradley Capital is required to pay any other fixed and variable costs of operating the aircraft. Beneficient USA is also required to provide its own pilot(s) and crew, and Beneficient USA has entered into a separate Flight Crew Services Agreement with an unrelated third-party to provide the qualified flight crew. The term of the Aircraft Sublease is one (1) year and may be terminated by either party upon three (3) days prior written notice and will automatically terminate upon the sale or similar disposition of the aircraft or the termination of the underlying lease agreement. Additionally, BCG agrees to unconditionally guarantee, for the benefit of Bradley Capital, all of the obligations of Beneficient USA to Bradley Capital under the Aircraft Sublease. The Aircraft Sublease expired on January 1, 2024.

During the three months ended June 30, 2023, BCH expensed $1.4 million in lease and direct operating expenses related to this agreement. No amounts have been paid to Bradley Capital related to the aircraft sublease through June 30, 2024. As of each of June 30, 2024 and March 31, 2024, $10.8 million of accrued costs related to the sublease is reflected in the accounts payable and accrued expenses line item on the consolidated statements of financial condition.

As discussed below, BHI, a Related Entity, entered into a Contribution Agreement with BCH and BCG pursuant to which BHI has agreed to reimburse BCG for a significant portion of the costs incurred by Beneficient USA under the Aircraft Sublease.

Relationship with Beneficient Holdings, Inc.

Beneficient USA, a subsidiary of BCH, entered into with BHI, a Related Entity, a Services Agreement effective July 1, 2017 (the “BHI Services Agreement”). BHI pays an annual fee of $30,000 to Ben for the provision of trust administration services for Related Entities and all trusts affiliated with its family trustee as that term is defined in the governing documents for a Related Entity. Beneficient USA also is required to provide any other services requested by BHI, subject to any restrictions in the operating agreement of BHI, at cost. The term of the BHI Services Agreement extends for the longer of (i) five years past the expiration or termination of the Bradley Capital Agreement, or (ii) seven years after the family trustee of the Related Entity is no longer a primary beneficiary of any trust affiliated with the family trustee. The Company recognized income during the three months ended June 30, 2024 and 2023, respectively, in accordance with the BHI Services Agreement.

In conjunction with the execution of the Aircraft Sublease, BHI, a Related Entity, BCH, and BCG entered into a Contribution Agreement effective as of January 1, 2022 and January 1, 2023 (the “Contribution Agreement”). Pursuant to the Contribution Agreement, BHI agrees to pay to BCH, on the last business day of each calendar quarter, any amounts paid by BCH during the quarter for the use of an aircraft under the Aircraft Sublease, or any similar lease or sublease, which would include the quarterly rental under the Aircraft Sublease. In addition, BHI agrees to pay to BCH any amounts paid related to fixed monthly or quarterly costs incurred in connection with such aircraft lease or sublease in an amount not to exceed $250,000 per year. This additional payment is intended to partially cover flight crew costs and other related costs. Each contribution is conditioned upon (i) the effectiveness of the Aircraft Sublease, and (ii) BCH’s timely payment to BHI of the guaranteed payment to be made to holders of BCH Preferred A.0 for the respective quarter in which such contribution is to be paid (whether or not waived in accordance with the terms of the BCH LPA); provided, that if such guaranteed payment is not timely paid, or is only paid in part, for any given quarter, then any contributions contemplated under the Contribution Agreement for such quarter will not be owed. In the event such guaranteed payment is subsequently paid in full, then any previously unfunded contributions for the applicable quarter under the Contribution Agreement will become immediately due and payable on the last business day of the calendar quarter in which such guaranteed payment is paid in full. All payments made by BHI to BCH pursuant to the Contribution Agreement shall be treated as capital contributions, as defined in the BCH LPA, by BHI to BCH and shall be added to BHI’s sub-capital account related to its BCH Class S Ordinary Units. BCH further agrees to specially allocate to BHI’s sub-capital account related to its BCH Class S Ordinary Units any expenses or deductions derived from amounts paid or accrued by BCH for use of the aircraft to the extent such expenditures are offset by the contributions made by BHI pursuant to the Contribution Agreement. There have been no contributions from BHI related to this agreement, which is expected and will continue to occur until the guaranteed payments to BCH Preferred A.0 holders are no longer deferred.

BHI owns the majority of the Company’s Class B common stock, and the BCH Class S Ordinary Units, BCH Class S Preferred Units, BCH Preferred A.0, BCH Preferred A.1, and FLP Subclass 1 and Subclass 3 Unit Accounts issued by BCH.

HCLP Nominees, L.L.C.

HCLP is an indirect subsidiary of Highland Consolidated, L.L.C. (“Highland”). Ben’s Chairman and CEO is a beneficiary and trust investment advisor of the trusts that control, and are the partners of, Highland. Loans to and investments with or in the Related Entities have been and may be made by Highland, or its affiliates, as applicable, using proceeds from loan repayments made by Ben to HCLP in its capacity as lender to Ben. Ben is not a party to these transactions between Highland and the Related Entities.

A long-standing lending and investment relationship of 26 years exists between Highland (and its affiliates or related parties), on the one hand, and Related Entities, on the other. From time to time, Highland or its affiliates have advanced funds under various lending and investing arrangements to Related Entities, and such Related Entities have made repayments to Highland or its affiliates, as applicable, both in cash and in kind.

As of June 30, 2021, Highland and the applicable Related Entity mutually agreed to satisfy all obligations under all outstanding loans among Highland and the Related Entity via full payment and satisfaction of the existing loan balances (the “Loan Balances”) by in-kind real property transfers (the “In-Kind Property Payment”) from certain of the Related Entities to Highland. The terms of the In-Kind Property Payment grant Highland the right to transfer the real property that was transferred pursuant to the In-Kind Property Payment back to certain of the Related Entities, in exchange for a BCH Preferred A.1 capital account balance in BCH in an amount equal to the Loan Balances, with such exchange to be satisfied from existing BCH Preferred A.1 that are held by such Related Entities.

Since June 30, 2021, additional net advances have been made by Highland to a Related Entity. As of June 30, 2024 and March 31, 2024, Highland Consolidated, L.P. had outstanding loans in the principal amount of $11.1 million and $11.5 million, respectively, with a Related Entity. Ben is not a party to these loans, nor has it secured or guaranteed the loans.

The Company incurred legal fees of approximately $0.5 million and $0.1 million on behalf of HCLP pursuant to the indemnification obligations under the HCLP credit agreements during the three months ended June 30, 2024 and June 30, 2023, respectively.

Relationship with The Heppner Endowment for Research Organizations, L.L.C. (“HERO”) and Research Ranch Operating Company, L.L.C (“RROC”).

HERO and RROC are indirectly owned by The Highland Investment Holdings Trust, The Highland Great Plains Trust and The Highland Partner Holdings Trust. Mr. Heppner is a permissible beneficiary of The Highland Investment Holdings Trust and The Highland Partner Holdings Trust, but he is not a beneficiary of The Highland Great Plains Trust. Mr. Heppner’s family members are potential beneficiaries of each of these three trusts. HERO was created to (i) to serve as an advisor to National Philanthropic Trust (“NPT”), an unrelated third-party charitable organization, regarding the disbursement of grants to qualifying organizations, and (ii) to serve as an advisor to NPT regarding the administration of charitable contributions made for the benefit of such qualifying organizations. Although HERO can advise on these matters, NPT possessed all final decision-making authority on charitable contributions and complete control over the proceeds received by the charitable organizations. The charitable accounts administered by NPT (“Charitable Accounts”), the beneficiaries of which have historically been multiple Texas universities, have historically received proceeds from certain trusts settled and funded by customers of Ben, in support of their charitable initiatives. HERO does not receive any proceeds from trusts settled and funded by customers of Ben.

RROC’s purpose is to provide funding and operational support for the research activities conducted by the qualified charities. The funding received by RROC, from proceeds of trusts settled and funded by customers of Ben, may be used, in RROC’s discretion, to (i) provide appropriate facilities and properties for the charitable organizations to utilize as part of their charitable initiatives (those properties and facilities being owned by a Related Entity), and (ii) provide fee revenue to RROC. RROC is granted such rights and authority pursuant to trust instruments entered into between a customer and subsidiaries of Ben as well as an agreement with NPT. Ben’s subsidiaries provide financing to the Customer ExAlt Trusts and Ben is paid as an agent of the trustees for administrative services it provides to the trusts. Ben has certain outstanding payables, including accrued interest, to RROC and the Charitable Accounts (for the benefit of the Texas universities as discussed above) of $2.2 million and $2.2 million as of June 30, 2024 and March 31, 2024, respectively. There were no payments made during the three months ended June 30, 2024 and 2023. Due to changes in the Customer ExAlt Trust agreements, no incremental amounts are expected to be allocated to RROC or the Charitable Accounts other than those amounts already provided by certain prior trust agreements. During the three months ended June 30, 2023, the trust advisor to certain of the Customer ExAlt Trusts reassigned the beneficial interest held at NPT to the Kansas TEFFI Economic Growth Trust.

Beneficient Heartland Foundation, Inc.; Initial Charitable Initiative

In connection with each of Ben’s liquidity transactions following the adoption of the TEFFI legislation and BFF’s receipt of a fully-operational trust company charter under the Kansas TEFFI Act, pursuant to Section 28 of the TEFFI Act, a “Qualified Distribution” is made for the benefit of certain economic growth zones and rural communities in the State of Kansas (each, a “Charitable Distribution”). In January 2022, Ben announced its initial $15.4 million Charitable Distribution. The Charitable Distribution was allocated as follows: $2.7 million of cash for the benefit of, and to be received by, the Kansas Department of Commerce to be used at the department’s discretion for development projects and the promotion and growth of the TEFFI industry in Kansas; $0.2 million of cash and assets for the benefit of public charities dedicated to economic development within Mr. Heppner’s hometown of Hesston, Kansas, and surrounding Harvey County, Kansas, as outlined in the TEFFI Act; and $12.5 million in cash and assets to the Beneficient Heartland Foundation, Inc. (“BHF”) as described below. Mr. Heppner’s hometown is Hesston, Kansas and certain of his family members continue to live and/or work in Hesston and other areas of Harvey County, Kansas and may be considered to be direct and indirect beneficiaries of the portions of the initial Charitable Distribution provided to Hesston and Harvey County and to BHF.

On January 20, 2022, BHF was formed as a Kansas nonprofit corporation to receive economic growth contributions pursuant to the TEFFI legislation. BHF is currently governed by an eight-member board of directors, six of whom are community leaders within the Hesston, Kansas community and two of whom are Ben employees or individuals otherwise affiliated with Ben. BHF is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its purpose is to provide grants and other support to benefit growth, development and expansion of opportunities in rural Kansas communities with populations of 5,000 residents or less, including job and income growth, main street revitalization, educational facility improvements, construction and development, healthcare facility enhancements, senior facility improvements, and support for post-secondary institutions. BHF has the exclusive decision-making authority over all of the economic growth contributions it receives.

BFF is the sole member of BHF and has the right to appoint eleven members of BHF’s Board of Directors. The remaining two board members are appointed by BMC. Pursuant to the requirements of the Internal Revenue Code, BFF’s governing documents prohibit any of BHF’s assets or earnings from inuring to the benefit of BFF, BMC, or any director, officer or other private individual.

The Kansas TEFFI Economic Growth Trust

The Kansas Economic Growth Trust (the “EGT”) is a common law trust formed on December 7, 2021 by and between an individual as independent trustee, Ben Custody as administrator, and BCH as advisor. The purpose of the EGT is to receive the proceeds of the Customer ExAlt Trusts that are allocable to the Charitable Beneficiaries and to allocate such proceeds between the Kansas Department of Commerce and qualified charitable organizations (including the Beneficient Heartland Foundation, Inc.) in accordance with the requirements of the TEFFI legislation. The proceeds received by the EGT are dedicated exclusively to charitable purposes and the trust agreement prohibits any of the EGT’s assets or earnings from inuring to the benefit of Ben Custody, BCH, any director, officer or other private individual. As noted above, Ben Custody provides administrative and accounting services to the EGT, and BCH serves as advisor to the trustee with respect to the administration and distribution of the trust. Neither Ben Custody nor BCH charges a fee for these services. During the year ended March 31, 2023, the trust advisor to certain of the Customer ExAlt Trusts reassigned the beneficial interest held at NPT to the EGT.

Ben has an outstanding payable to EGT of nil and $0.1 million as of June 30, 2024 and March 31, 2024, respectively. Ben paid $0.2 million and $0.4 million during the three months ended June 30, 2024 and 2023, respectively, related to allocable proceeds to Charitable Beneficiaries. Additionally, during the year ended March 31, 2023, Ben sold its Kansas properties to the EGT in exchange for a $1.4 million promissory note, which is in the other assets line items on the consolidated statements of financial condition as of June 30, 2024 and March 31, 2024.

Hicks Holdings, L.L.C.

Hicks Holdings, L.L.C., an entity associated with one of Ben’s current directors, is one of the owners and serves as the manager of a limited liability company (“SPV”). A Related Entity also has ownership in the SPV. The SPV holds BCH Preferred A.0 and BCH Preferred A.1 among its investment holdings.

Hicks Holdings Operating, LLC (“Hicks Holdings”), an entity associated with one of Ben’s current directors, directly owns BCH Preferred A.0, BCH Preferred A.1, BCH Class S Ordinary Units, BCH Class S Preferred Units and Class B common stock of Beneficient. Hicks Holdings was granted its BCH Preferred A.1 and BCH Class S Ordinary Units as compensation for services provided in 2018. Hicks Holdings was granted its BCH Preferred A.0 when a portion of the existing BCH Preferred A.1 converted to BCH Preferred A.0 in 2021. Hicks Holdings converted a portion of its existing BCH Preferred A.1 to BCG Class B Common Units in June 2023 in connection with the recapitalization of BCG described in Note 4. The total preferred equity of BCH, BCH Class S Preferred Units and BCH Class S Ordinary Units balance (based on their GAAP capital accounts) as of June 30, 2024 and March 31, 2024, was $27.0 million and $27.5 million, respectively. Hicks Holdings held 16,528 shares of Class B common stock as of June 30, 2024 and March 31, 2024.

The Company has outstanding payable amounts to Hicks Holdings related to the HH-BDH Credit Agreement totaling approximately $0.1 million as of June 30, 2024. No such amount was outstanding as of March 31, 2024.

Letter Agreement with Hicks Holdings

In connection with the HH-BDH Credit Agreement and the Financing, on October 19, 2023, the Guarantor, Ben LLC, and Hicks Holdings entered into a letter agreement (the “Letter Agreement”). In connection with the Financing, Hicks Holdings agreed to assign to HH-BDH (which is wholly-owned by Hicks Holdings) all of its rights, title and interest in and to the following partnership interests of the Guarantor: BCH Preferred A.0 with a capital account balance of $15.3 million as of June 30, 2023, BCH Preferred A.1 with a capital account balance of $48.1 million as of June 30, 2023, 1 BCH Class S Preferred Units and 3,640 BCH Class S Ordinary Units held by HH-BDH (the “Pledged Guarantor Interests”). Hicks Holdings’ membership interest in HH-BDH (collectively with the Pledged Guarantor Interests, the “Pledged Equity Interests”) and the Pledged Guarantor Interests serve as collateral for the Financing (together, the “Lender Pledge”).

Pursuant to the terms of the Letter Agreement, the parties thereto agreed that if the Borrower and/or Guarantor default under the HH-BDH Credit Agreement and such default results in a foreclosure on, or other forfeiture of, the Pledged Equity Interests, the Guarantor will promptly issue to Hicks Holdings, BCH Preferred A.0 with a capital account balance of $15.3 million, BCH Preferred A.1 with a capital account balance of $48.1 million, 1 BCH Class S Preferred Units and 3,640 BCH Class S Ordinary Units (subject to a tax gross-up as provided in the Letter Agreement), or, in the discretion of Hicks Holdings, equivalent securities of equal fair market value to the value of the security interests at the time of the applicable foreclosure or other loss (such newly issued equity interests referred to as the “Replacement Equity Interests”); provided, however that, if less than all Pledged Equity Interests have been foreclosed on or forfeited, the foregoing capital account balances and numbers of units comprising the Replacement Equity Interests shall be reduced on a class-by-class and subclass-by-subclass basis, as applicable, to the extent necessary to ensure that Hicks Holdings and its affiliates do not receive additional value relative to the value held by Hicks Holdings and its affiliates immediately prior to the foreclosure or forfeiture. Furthermore, Ben LLC shall cause a Ben LLC Unit (as defined in the BCH LPA) to be issued for each BCH Class A Unit issued to the Hicks Holdings pursuant to the Letter Agreement. Additionally, the Guarantor agreed to indemnify Hicks Holdings and its affiliates and hold each of them harmless against any and all losses which may arise directly or indirectly in connection with, among other things, the HH-BDH Credit Agreement, the Term Loan, the Financing and the Lender Pledge.

Shared Services Agreement with GWG Holdings

On May 27, 2020, Ben and GWG Holdings (acting through a then constituted special committee of the Board of Directors of GWG Holdings) entered into a shared services agreement effective as of January 1, 2020 (the “Shared Services Agreement”). The term of the Shared Services Agreement had an initial term of one year from the effective date and renewed automatically for successive one-year terms. Due to the filing by GWG Holdings for reorganization under the Chapter 11 Bankruptcy Code in April 2022, neither party was authorized to terminate the Shared Services Agreement. The Shared Services Agreement terminated upon the effective of GWG Holdings’ bankruptcy plan on August 1, 2023. Pursuant to the Shared Services Agreement, GWG Holdings paid a quarterly fee to Ben for the provision of accounting and finance, general and administrative, human resources, sales administration and marketing, underwriting and risk management, information technology and legal services for GWG Holdings and its direct or wholly-owned subsidiaries. The total service fee for each quarter was determined in good faith by Ben on the final day of such quarter in accordance with the cost allocation methodology maintained on Ben’s books and records, which provided that, to the extent the Services were eligible for the “services cost method,” as defined in Treasury Regulation §1.482-9(b), the Service Fee shall be equal to the total costs incurred by Ben during each quarter in connection with Ben’s provision of the Services to GWG Holdings or its direct or indirect wholly-owned subsidiaries, and that the Service Fee for Services that are not eligible for the services cost method shall be determined by reference to the “cost of services plus method,” as defined in Treasury Regulation §1.482-9(e).

During the three months ended June 30, 2023, GWG Holdings paid approximately $1.4 million to Ben under the Shared Services Agreement. Concurrent with the termination of the Shared Services Agreement on August 1, 2023, all receivables and the related allowance pertaining to amounts owed under the Shared Services Agreement were written off.

Consulting agreements with certain board members

During fiscal 2024, the Company entered into consulting agreements with certain non-management board members. Pursuant to the consulting agreements, Thomas O. Hicks, Richard W. Fisher and Bruce W. Schnitzer agreed to mentor, advise and support Beneficient and its related entities regarding its business of providing services, insurance, liquidity and financing for alternative asset holders and each receive an annual cash fee of $150,000 per year. Such consulting fee is in addition to the annual cash retainer these board members receive under the director compensation program. The consulting agreements have an initial term of one (1) year and automatically renew for successive one (1) year terms unless sooner terminated in accordance with their terms. In the event the initial or any renewal term is terminated before it expires due to a removal or because Messrs. Hicks, Fisher and Schnitzer is not re-elected or re- appointed, in each case without cause (as defined in the consulting agreement), the annual consulting fee will continue to be paid through the end of the initial or renewal term, as applicable. For each consulting agreement, the associated expense is recognized ratably each month over the annual term.

Mr. Fisher retired from our Board effective March 15, 2024 and thus his above referenced consulting agreement terminated during fiscal 2024. Following his resignation, Mr. Fisher has agreed to continue to serve as a consultant to the Company. In connection with such role, Mr. Fisher will receive an annual payment of $50,000, with such amount to be paid in the Company’s Class A common stock.

16. Related Parties

Relationship with Beneficient Management Counselors, L.L.C.

Services Agreement with Bradley Capital Company, L.L.C.

On June 7, 2023 BCG’s existing Bradley Capital Agreement, was replaced by a Second Amended and Restated Services Agreement (the “Second A&R Bradley Capital Agreement”) with the Company as a party. The Second A&R Bradley Capital Agreement is substantially similar to the existing Bradley Capital Agreement, subject to certain changes as follows. The Executive Committee (as defined in the Second A&R Bradley Capital Agreement) reference was revised to refer to the Executive Committee of the Board, and the Second A&R Bradley Capital Agreement expressly states that it shall in no way limit the authority of Board to appoint and remove officers of the Company, including its chief executive officer. The term of the Second A&R Bradley Capital Agreement extends through December 31, 2024, with an annual one-year renewal provision thereafter. The termination provision was revised so that the agreement may be terminated upon the approval of all members of the Executive Committee, excluding Brad K. Heppner if he is then serving on the Executive Committee. The base fee was increased to $0.5 million per quarter and the supplemental fee was increased to $0.2 million per quarter, with each fee remaining subject to an annual inflation adjustment. In addition, revisions were made to the limitation of liability and indemnification provisions to reflect the applicability of the corporation laws of Nevada to Beneficient.

During the years ended March 31, 2024 and 2023, the Company recognized expenses totaling $2.7 million and $2.6 million, respectively, related to this services agreement. During the year ended March 31, 2024, the Company paid $2.9 million to Bradley Capital related to previously accrued amounts owed under this services agreement. As of March 31, 2024 and 2023, $2.7 million and $3.6 million, respectively, was owed to Bradley Capital related to the ongoing aspects of this services agreement. In addition, prior to the Aircraft Sublease with Bradley Capital discussed below, we also reimbursed Bradley Capital for certain costs, including private travel, for our chief executive officer, including family members. As of March 31, 2024 and 2023, we have $0.7 million and $3.5 million accrued related to these reimbursements originating prior to the aircraft sublease. These amounts are reflected in the accounts payable and accrued expenses line item on the consolidated statements of financial condition.

In addition to the above, on October 20, 2023, the Company paid legal fees of approximately $2.4 million on behalf of Mr. Heppner as indemnification from the proceeds under the HH-BDH Credit Agreement. On November 7, 2023, the Company was reimbursed by its directors and officers insurance carrier a total of $3.5 million, which included, among others, the legal fees paid by the Company on behalf of Mr. Heppner. Additional amounts of legal fees paid on behalf of Mr. Heppner as indemnification during FY2024 totaled $1.8 million, of which $1.0 million was a legal retainer. Substantially all of these payments are expected to be eligible for reimbursement by the directors and officers insurance carrier.

Aircraft Sublease with Bradley Capital

Relationship with Beneficient Holdings, Inc.

Beneficient USA, a subsidiary of BCH, entered into with BHI, a Related Entity, a Services Agreement effective July 1, 2017 (the “BHI Services Agreement”). BHI pays an annual fee of $30,000 to Ben for the provision of trust administration services for Related Entities and all trusts affiliated with its family trustee as that term is defined in the governing documents for a Related Entity. Beneficient USA also is required to provide any other services requested by BHI, subject to any restrictions in the operating agreement of BHI, at cost. The term of the BHI Services Agreement extends for the longer of (i) five years past the expiration or termination of the Bradley Capital Agreement, or (ii) seven years after the family trustee of the Related Entity is no longer a primary beneficiary of any trust affiliated with the family trustee. The Company recognized income during the years ended March 31, 2024 and 2023, respectively, in accordance with the BHI Services Agreement.

Additionally, BHI expects to receive tax distributions from HCLP arising from the repayment of the Second Lien Credit Agreement to cover any tax liability associated with the 2019 contribution of the Second Lien Credit Agreement to HCLP. Additionally, if HCLP is liquidated while the Second Lien Credit Agreement is still outstanding, the Second Lien Credit Agreement will transfer back to BHI.

HCLP Nominees, L.L.C.

Since June 30, 2021, additional net advances have been made by Highland to a Related Entity. As of March 31, 2024 and 2023, Highland Consolidated, L.P. had outstanding loans in the principal amount of $11.5 million and $14.0 million, respectively, with a Related Entity. Ben is not a party to these loans, nor has it secured or guaranteed the loans.

The Company paid legal fees of approximately $1.0 million on behalf of HCLP pursuant to the indemnification obligations under the HCLP credit agreements during the year ended March 31, 2024.

Relationship with The Heppner Endowment for Research Organizations, L.L.C. (“HERO”) and Research Ranch Operating Company, L.L.C (“RROC”).

RROC’s purpose is to provide funding and operational support for the research activities conducted by the qualified charities. The funding received by RROC, from proceeds of trusts settled and funded by customers of Ben, may be used, in RROC’s discretion, to (i) provide appropriate facilities and properties for the charitable organizations to utilize as part of their charitable initiatives (those properties and facilities being owned by a Related Entity), and (ii) provide fee revenue to RROC. RROC is granted such rights and authority pursuant to trust instruments entered into between a customer and subsidiaries of Ben as well as an agreement with NPT. Ben’s subsidiaries provide financing to the Customer ExAlt Trusts and Ben is paid as an agent of the trustees for administrative services it provides to the trusts. Ben has certain outstanding payables, including accrued interest, to RROC and the Charitable Accounts (for the benefit of the Texas universities as discussed above) of $2.2 million and $2.1 million as of March 31, 2024 and 2023, respectively. During the years ended March 31, 2024 and 2023, Ben paid nil and $0.8 million, respectively. The $0.8 million payment during the year ended March 31, 2023 was made to the Funding Trusts in accordance with their respective trust agreements to pay down Funding Trust liabilities. Such payment was not made to any entity associated with Mr. Heppner. Due to changes in the Customer ExAlt Trust agreements, no incremental amounts are expected to be allocated to RROC or the Charitable Accounts other than those amounts already provided by certain prior trust agreements. During the years ended March 31, 2024 and 2023, the trust advisor to certain of the Customer ExAlt Trusts reassigned the beneficial interest held at NPT to the Kansas TEFFI Economic Growth Trust.

Beneficient Heartland Foundation, Inc.; Initial Charitable Initiative

On January 20, 2022, BHF was formed as a Kansas nonprofit corporation to receive economic growth contributions pursuant to the TEFFI legislation. BHF is currently governed by a 8-member board of directors, six of whom are community leaders within the Hesston, Kansas community and two of whom are Ben employees or individuals otherwise affiliated with Ben. BHF is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its purpose is to provide grants and other support to benefit growth, development and expansion of opportunities in rural Kansas communities with populations of 5,000 residents or less, including job and income growth, main street revitalization, educational facility improvements, construction and development, healthcare facility enhancements, senior facility improvements, and support for post-secondary institutions. BHF has the exclusive decision-making authority over all of the economic growth contributions it receives.

The Kansas TEFFI Economic Growth Trust

Ben has an outstanding payable to EGT of $0.1 million and $0.1 million as of March 31, 2024 and 2023, respectively. Ben paid $1.4 million and $2.7 million during the years ended March 31, 2024 and 2023, respectively, related to allocable proceeds to Charitable Beneficiaries. Additionally, during the year ended March 31, 2023, Ben sold its Kansas properties to the EGT in exchange for a $1.4 million promissory note receivable, which is reflected in the other assets line item on the consolidated statements of financial condition.

Hicks Holdings, L.L.C.

Hicks Holdings, L.L.C., an entity associated with one of Ben’s current directors, is one of the owners and serves as the manager of a limited liability company (“SPV”). A Related Entity also has ownership in the SPV. The SPV holds a BCH Preferred A.0 and BCH Preferred A.1 among its investment holdings.

Hicks Holdings Operating, LLC (“Hicks Holdings”), an entity associated with one of Ben’s current directors, directly owns BCH Preferred A.0, BCH Preferred A.1, BCH Class S Ordinary Units, BCH Class S Preferred Units and Class B common stock of Beneficient. Hicks Holdings was granted its BCH Preferred A.1 and BCH Class S Ordinary Units as compensation for services provided in 2018. Hicks Holdings was granted its BCH Preferred A.0 when a portion of the existing BCH Preferred A.1 converted to BCH Preferred A.0 in 2021. Hicks Holdings converted a portion of its existing BCH Preferred A.1 to BCG Class B Common Units in June 2023 in connection with the recapitalization of BCG described in Note 4. The total preferred equity of BCH, BCH Class S Preferred Units and BCH Class S Ordinary Units balance (based on their GAAP capital accounts) as of March 31, 2024 and 2023, was $27.5 million and $72.6 million, respectively. Hicks Holdings held 16,528 shares of Class B common stock as of March 31, 2024.

Letter Agreement with Hicks Holdings

Shared Services Agreement with GWG Holdings

On May 27, 2020, Ben and GWG Holdings (acting through a then constituted special committee of the Board of Directors of GWG Holdings) entered into a shared services agreement effective as of January 1, 2020 (the “Shared Services Agreement”). Pursuant to the Shared Services Agreement, GWG Holdings pays a quarterly fee to Ben for the provision of accounting and finance, general and administrative, human resources, sales administration and marketing, underwriting and risk management, information technology and legal services for GWG Holdings and its direct or wholly-owned subsidiaries. The total service fee for each quarter is determined in good faith by Ben on the final day of such quarter in accordance with the cost allocation methodology maintained on Ben’s books and records, which provides that, to the extent the Services are eligible for the “services cost method,” as defined in Treasury Regulation §1.482-9(b), the Service Fee shall be equal to the total costs incurred by Ben during each quarter in connection with Ben’s provision of the Services to GWG Holdings or its direct or indirect wholly-owned subsidiaries, and that the Service Fee for Services that are not eligible for the services cost method shall be determined by reference to the “cost of services plus method,” as defined in Treasury Regulation §1.482-9(e).

The term of the Shared Services Agreement had an initial term of one year from the effective date and renewed automatically for successive one-year terms. Due to the filing by GWG Holdings for reorganization under the Chapter 11 Bankruptcy Code in April 2022, neither party was authorized to terminate the Shared Services Agreement. The Shared Services Agreement terminated upon the effective of GWG Holdings’ bankruptcy plan on August 1, 2023. During the years ended March 31, 2024 and 2023, GWG Holdings paid $1.4 million and $0.4 million, respectively, to Ben under the Shared Services Agreement. As of March 31, 2024 and 2023, Ben has an outstanding gross receivable related to this Shared Services Agreement of nil and $17.8 million, respectively. Due to the financial deterioration of GWG Holdings including the filing for reorganization under the Chapter 11 Bankruptcy Code in April 2022, the allowance for these receivables as of March 31, 2024 and 2023 was nil and $15.6 million, respectively. The reserve amount pertains to amounts owed by GWG Holdings at the time of their bankruptcy filing. As a result of the termination of the Shared Services Agreement, receivables and related allowance of $15.6 million were written off during the year ended March 31, 2024.

Consulting agreements with certain board members

During fiscal 2024, the Company entered into consulting agreements with certain non-management board members. Pursuant to the consulting agreements, Thomas O. Hicks, Richard W. Fisher and Bruce W. Schnitzer agreed to mentor, advise and support Beneficient and its related entities regarding its business of providing services, insurance, liquidity and financing for alternative asset holders and each receive an annual cash fee of $150,000 per year. Such consulting fee is in addition to the annual cash retainer these board members receive under the director compensation program. The consulting agreements have an initial term of one (1) year and automatically renew for successive one (1) year terms unless sooner terminated in accordance with their terms. In the event the initial or any renewal term is terminated before it expires due to a removal or because Messrs. Hicks, Fisher and Schnitzer is not re-elected or re- appointed, in each case without cause (as defined in the consulting agreement), the annual consulting fee will continue to be paid through the end of the initial or renewal term, as applicable. During the year ended March 31, 2024, the Company recognized expense totaling $0.4 million related to these consulting agreements.

Mr. Fisher retired from our Board effective March 15, 2024 and thus his above referenced consulting agreement terminated during fiscal 2024. In connection with his retirement from the Board, we agreed to enter into a different consulting agreement with Mr. Fisher, pursuant to which he is entitled to an annual fee of $50,000, which will be paid in the Company’s Class A common stock.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of Reconciliation of Provision for Credit Loss

Debt Due to Related Parties (Details Narrative) - USD ($)					12 Months Ended
	Oct. 19, 2023	Jul. 12, 2023	Mar. 24, 2022	Aug. 13, 2020	Mar. 31, 2024	Mar. 31, 2023	Oct. 19, 2026	Oct. 19, 2025	Jun. 30, 2024
Debt Instrument [Line Items]
Unamortized debt discount						$ 5,600,000
Payment of deferred financing costs for debt					$ 1,585,000
Deferred financing costs					$ 1,600,000
E P00117 Custody Trust [Member]
Debt Instrument [Line Items]
Percentage of assets held in trust					41.50%				39.00%
Forecast [Member] \| E P00117 Custody Trust [Member]
Debt Instrument [Line Items]
Ownership interest								97.50%
HCLP Nominees LLC [Member]
Debt Instrument [Line Items]
Additional debt or borrowings				$ 10,000,000.0
Beneficient Holdings Inc [Member]
Debt Instrument [Line Items]
Percentage of preferred units				5.00%
Grant tax liability				$ 30,000,000.0
Put liability					$ 0	0			$ 0
First and Second Lien Credit Agreement [Member]
Debt Instrument [Line Items]
Installment payments		$ 5,000,000.0
Interest rate		9.50%
Amendment fee		$ 100,000
Unamortized premium					500,000	2,600,000			500,000
Payment of deferred financing costs for debt					0	$ 0
First and Second Lien Credit Agreement [Member] \| HCLP Nominees LLC [Member] \| Beneficent Capital Company [Member]
Debt Instrument [Line Items]
Maximum interest rate				9.50%
Installment payments			$ 5,000,000.0
Fee percentage			6.50%
First and Second Lien Credit Agreement [Member] \| L I B O R [Member] \| HCLP Nominees LLC [Member] \| Beneficent Capital Company [Member]
Debt Instrument [Line Items]
Basis spread				8.00%
HHBDH [Member]
Debt Instrument [Line Items]
Unamortized debt discount					$ 1,500,000				$ 1,400,000
HHBDH [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
Debt term	3 years
Term loan	$ 25,000,000.0
HHBDH [Member] \| Term Loan [Member] \| Non Refundable Fee Of Aggregate Commitments [Member]
Debt Instrument [Line Items]
Fee percentage	1.00%
HHBDH [Member] \| Term Loan [Member] \| Interest Payment Rate First Period [Member]
Debt Instrument [Line Items]
Fee percentage	3.00%
HHBDH [Member] \| Term Loan [Member] \| Interest Payment Rate Second Period [Member]
Debt Instrument [Line Items]
Fee percentage	2.00%
HHBDH [Member] \| Term Loan [Member] \| Make Whole Payment Interest Rate [Member]
Debt Instrument [Line Items]
Fee percentage	3.00%
HHBDH [Member] \| Term Loan [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt service coverage ratio					1.25				1.25
HHBDH [Member] \| Term Loan [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Debt service coverage ratio					1.00				1.00
HHBDH [Member] \| Secured Overnight Financing Rate (SOFR) [Member] \| Term Loan [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Interest rate							5.50%	6.50%

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Accounting Policies [Abstract]


	Year Ended March 31,
(in thousands)		2024	2023
Credit loss on AFS debt securities (Note 5)	$	—	$	12,621
Bad debt expense on related party receivable (Note 9)		—		6,723
Bad debt expense on other receivables		6,016		1,236
Provision for credit losses	$	6,016	$	20,580

Subsequent Events (Details Narrative) $ / shares in Units, $ in Millions				1 Months Ended
	Aug. 14, 2024 USD ($)	Aug. 06, 2024 USD ($) $ / shares shares	Apr. 18, 2024 shares	Apr. 30, 2024	Jun. 30, 2024 $ / shares shares	Mar. 31, 2024 $ / shares shares	Oct. 03, 2023 $ / shares	Jul. 10, 2023 $ / shares	Jun. 08, 2023 shares	Jun. 07, 2023 shares	Jun. 05, 2023 $ / shares	Mar. 31, 2023 $ / shares shares
Subsequent Event [Line Items]
Decline price per common stock \| $ / shares						$ 5.36
Common Class A [Member]
Subsequent Event [Line Items]
Securities exercisable, shares										1
Common stock, par value \| $ / shares					$ 0.001	$ 0.001		$ 372.80			$ 0.001	$ 0.001
Price per unit \| $ / shares					$ 2.22		$ 218.40
Common stock, shares outstanding					4,000,000	3,339,000			2,358,429			2,244,000
Common stock, shares authorized					18,750,000	18,750,000						18,750,000
Common Class B [Member]
Subsequent Event [Line Items]
Common stock, par value \| $ / shares					$ 0.001	$ 0.001					$ 0.001	$ 0.001
Common stock, shares outstanding					239,000	239,000			239,256			239,000
Common stock, shares authorized					250,000	250,000						250,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Securities exercisable, shares		1,325,382
Reverse stock split			As of the effective time of the Reverse Stock Split, every 80 issued and outstanding shares of the Company’s Common Stock was automatically reclassified into one issued and outstanding share of the Company’s Common Stock.	1-for-10 to 1-for-100
Subsequent Event [Member] \| Director [Member]
Subsequent Event [Line Items]
Reverse stock split				1-for-80
Subsequent Event [Member] \| Security Purchase Agreement [Member]
Subsequent Event [Line Items]
Securities exercisable, shares		662,691
Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Common stock, par value \| $ / shares		$ 0.001
Warrant exercise price \| $ / shares		$ 2.63
Common stock, shares outstanding			268,700,000
Subsequent Event [Member] \| Common Class B [Member]
Subsequent Event [Line Items]
Common stock, shares outstanding			19,100,000
Securities Purchase Agreement [Member] \| Convertible Debt [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate principal amount \| $		$ 4.0
Conversion amount \| $	$ 2.0	$ 2.0
Potential interest rate of debt	0.180
Original issue discount		10.00%

Fair Value Measurements (Details Narrative)	3 Months Ended		12 Months Ended
Fair Value Measurements (Details Narrative)	Jun. 30, 2024 USD ($) Security	Jun. 30, 2023 USD ($)	Mar. 31, 2024 USD ($) Integer	Mar. 31, 2023 USD ($) Security	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2022 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment \| $	$ 297,888,000		$ 293,916,000	$ 385,851,000
Gain (loss) on investments \| $	11,028,000	$ 500,000	4,791,000	(54,010,000)
Equity securities without readily determinable fair value \| $	$ 26,700,000		26,800,000	$ 21,600,000
Number of securities with an upward adjustment \| security \| Security	1			1
Equity securities, cumulative upward adjustment \| $	$ 10,800,000			$ 10,800,000
Equity securities, upward adjustment \| $	0	0		10,800,000
Loss on impairment of goodwill \| $	$ 3,394,000	$ 1,096,305,000	$ 2,354,320,000
Long-term growth rate		3.00%	3.00%
Fair value \| $		$ 2,095,000		3,513,000			$ 8,108,000
Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.10
Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input Equity Market Risk Premiums [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.07
Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input Return Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.12
Fair Value Measured at Net Asset Value Per Share [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Gain (loss) on investments \| $			$ 4,800,000	$ 54,000,000.0
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Discount rates	28.00%	24.80%	28.00%		26.30%	25.30%
Minimum [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input Asset to Equity Market [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.42
Minimum [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input Distribution Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.03
Minimum [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input Asset Value Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.09
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Discount rates	29.30%	25.60%	29.30%		27.20%	26.20%
Maximum [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input Asset to Equity Market [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			1.67
Maximum [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input Distribution Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.06
Maximum [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Measurement Input Asset Value Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.84

Schedule of Share-Based Payment Arrangement, Activity (Details) - $ / shares shares in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Mar. 31, 2023
BMP Equity Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unit, Beginning Balance	117	438	1,118
Weighted Average Grant Date Fair Value per Unit, Beginning Balance	$ 10.34	$ 10.04	$ 9.78
Unit, Granted			35
Weighted Average Grant Date Fair Value per Unit, Granted			$ 10.67
Unit, Vested	(15)	287	646
Weighted Average Grant Date Fair Value per Unit, Vested	$ 10.09	$ 9.75	$ 9.73
Unit, Forfeited	(10)	(34)	(69)
Weighted Average Grant Date Fair Value per Unit, Forfeited	$ 10.67	$ 10.18	$ 10.00
Unit, Ending Balance	92	117	438
Weighted Average Grant Date Fair Value per Unit, Ending Balance	$ 10.35	$ 10.34	$ 10.04
Unit, Vested	15	(287)	(646)
Restricted Equity Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unit, Beginning Balance	26	22	23
Weighted Average Grant Date Fair Value per Unit, Beginning Balance	$ 375.47	$ 10.00	$ 10.00
Unit, Granted		51	8
Weighted Average Grant Date Fair Value per Unit, Granted		$ 2.73	$ 10.00
Unit, Vested	(3)	40	8
Weighted Average Grant Date Fair Value per Unit, Vested	$ 800.00	$ 5.17	$ 10.00
Unit, Forfeited	(2)	(7)	(1)
Weighted Average Grant Date Fair Value per Unit, Forfeited	$ 322.36	$ 4.09	$ 10.00
Unit, Ending Balance	21	26	22
Weighted Average Grant Date Fair Value per Unit, Ending Balance	$ 319.06	$ 375.47	$ 10.00
Unit, Vested	3	(40)	(8)
Restricted Equity Units [Member] \| Pre-reverse Split [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted Average Grant Date Fair Value per Unit, Beginning Balance	$ 4.69
Weighted Average Grant Date Fair Value per Unit, Ending Balance		$ 4.69

Debt Due to Related Parties (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt

As of June 30, 2024 and March 31, 2024, the Company’s debt due to related parties consisted of the following:

Schedule of Debt

(Dollars in thousands)	June 30, 2024			March 31, 2024
First Lien Credit Agreement	$	21,260		$	21,264
Second Lien Credit Agreement		72,983			72,996
Term Loan		25,000			25,000
Other borrowings		2,208			2,180
Unamortized debt discount, net		(897	)		(935	)
Total debt due to related parties	$	120,554		$	120,505

As of March 31, 2024 and 2023, the Company’s debt due to related parties consisted of the following:

Schedule of Debt

(Dollars in thousands)	March 31, 2024			March 31, 2023
First Lien Credit Agreement	$	21,264		$	21,350
Second Lien Credit Agreement		72,996			73,291
Term Loan		25,000			—
Other borrowings		2,180			2,076
Unamortized debt (discount) premium, net		(935	)		2,597
Total debt due to related parties, net	$	120,505		$	99,314

Schedule of Maturities of Long-Term Debt

Aggregate maturities of principal on the debt due to related parties for the next five fiscal years ending March 31 are as follows:

(Dollars in thousands)	Debt Due to Related Parties
2025	$	23,468
2026		—
2027		25,000
2028		72,983
2029		—

Aggregate maturities of principal and accrued interest on the debt due to related parties for the next five fiscal years ending March 31 are as follows:

(Dollars in thousands)	Debt Due to Related Parties
2025	$	23,444
2026		—
2027		25,000
2028		72,996
2029		—

Goodwill and Other Intangibles

12 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

8. Goodwill and Other Intangibles

The following tables present activity in the Company’s goodwill and finite-lived and indefinite-lived intangible assets for the years ended March 31, 2024 and 2023.

(Dollars in thousands)	March 31, 2023		Impairment			March 31, 2024		Amortization Period
Goodwill
Ben Liquidity	$	1,725,880	$	(1,725,880	)	$	—	Indefinite
Ben Custody		594,219		(583,323	)		10,896	Indefinite
Ben Insurance		37,942		(37,942	)		—	Indefinite
Ben Markets		9,885		(7,175	)		2,710	Indefinite
Total goodwill		2,367,926		(2,354,320	)		13,606	Indefinite
Insurance license		3,100		—			3,100	Indefinite
Total goodwill and intangible assets	$	2,371,026	$	(2,354,320	)	$	16,706

(Dollars in thousands)	March 31, 2022		Additions¹		Reporting Unit Allocation			Impairment		March 31, 2023		Amortization Period
Goodwill	$	2,367,750	$	176	$	(2,367,926	)	$	—	$	—		Indefinite
Ben Liquidity		—		—		1,725,880			—		1,725,880		Indefinite
Ben Custody		—		—		594,219			—		594,219		Indefinite
Ben Insurance		—		—		37,942			—		37,942		Indefinite
Ben Markets		—		—		9,885			—		9,885		Indefinite
Total goodwill		2,367,750		176		—			—		2,367,926		Indefinite
Insurance license		3,100		—		—			—		3,100		Indefinite
Total goodwill and intangible assets	$	2,370,850	$	176	$	—		$	—	$	2,371,026

¹	The additional goodwill resulted from the purchase of MHT Securities, as discussed in Note 1.

Barring a triggering event that suggests possible impairment, the Company conducts impairment tests for goodwill and indefinite-lived assets during the fourth quarter each fiscal year, using generally accepted valuation methods. The Company conducts its annual impairment test on January 1 of each fiscal year.

As previously discussed in Note 6, during each of the fiscal quarters of 2024, primarily as a result of significant, sustained declines in our Class A common stock price and the Company’s related market capitalization, we concluded that it was more likely than not that the fair value of our reporting units was below their carrying amount. This resulted in us performing interim impairment assessments each fiscal quarter. As a result, during fiscal 2024, we wrote the carrying value of the Ben Liquidity, Ben Custody, Ben Insurance, and Ben Markets reporting units down to their estimated fair value and recognized cumulatively during fiscal 2024 a non-cash goodwill impairment charge of $2.4 billion, which is reflected in loss on impairment of goodwill in the consolidated statements of comprehensive income (loss). Prior to the goodwill impairment recorded during the current fiscal year, the Company had not previously recorded any impairments of goodwill. As such, the cumulative impairment loss as of March 31, 2024, is $2.4 billion.

The Company determined there was no impairment of goodwill or indefinite-lived intangible assets during the year ended March 31, 2023.

For each impairment assessment during 2024, the Company computed the fair value of each reporting unit by computing the overall enterprise value of the Company by valuing its various equity instruments, primarily based on the Class A common stock price per share. The overall enterprise value was allocated to each reporting units using the discounted cash flow method to estimate the relative value of each reporting unit based on their future cash flows using a multi-year forecast, and a terminal value calculated using a long-term growth rate that was informed based on our industry, analyst reports of a public company peer set, current and expected future economic conditions and management expectations. The discount rate used to discount these future cash flows was determined using a capital asset pricing model based on the market value of equity of a public company peer set, adjusted for risk characteristics and expectations specific to the reporting unit, combined with an assessment of the cost of debt.

For its 2023 annual impairment assessment, the Company used a linear interpolation method to estimate the enterprise value between two valuation dates, which were each valued using third-party market transactions involving the Company’s equity securities. The significant assumptions used in these two approaches include growth rates and the weighted-average cost of capital used to discount future cash flows. The Company believes that the linear interpolation methodology provides the most reasonable basis for the valuation of its enterprise value because the Company did not identify any significant events that occurred during the intervening periods that would have caused a material change in fair value.

Prior to 2023, the Company had one reporting unit. As previously mentioned, Ben filed a Registration Statement on Form S-4 on December 9, 2022, which initiated the requirement for Ben to comply with segment reporting and thus allocate its goodwill to its reporting units based on their relative fair values. As such, for 2023, the Company allocated the total enterprise value to each of its reporting units. This allocation involved the use of multiple assumptions, including estimated discounted cash flows and other estimates that may change over time. For example, a key assumption in determining the allocation of Ben’s overall enterprise value to each of our reporting units involves the use of forecasted free cash flows generated by our business over the next five years and includes assumptions regarding expected growth of new service offerings and products. While our assumption reflects management’s best estimates of future performance, predicting the rate of growth attributable to newly launched products results in increased estimation uncertainty.

Finally, management has determined that none of the Company’s goodwill is deductible for tax purposes.

Understanding our Financial Statements and the Impact to the Common Shareholder (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Total revenues	$ 10,046	$ (2,743)	$ (98,696)	$ (104,903)
Financing receivable credit loss expense reversal				20,580
Operating Segments [Member] \| Ben Liquidity [Member]
Total revenues	10,849	12,007	46,947	50,819
Financing receivable credit loss expense reversal
Operating Segments [Member] \| Ben Custody [Member]
Total revenues	5,382	6,576	24,534	29,042
Financing receivable credit loss expense reversal
Intersegment Eliminations [Member]
Total revenues	$ (16,042)	$ (18,575)	(71,116)	(79,831)
Financing receivable credit loss expense reversal
Intersegment Eliminations [Member] \| Ben Liquidity [Member]
Financing receivable credit loss expense reversal			113,400	$ 80,700
Financing fee receivable credit loss expense reversal			25,500
Note receivable credit loss expense reversal			$ 6,000
Minimum [Member]
Trust useful life			7 years
Maximum [Member]
Trust useful life			10 years
Customer Ex Alt Trusts [Member]
Recurring fee, percentage	2.80%		2.80%
Customer Ex Alt Trusts [Member] \| Minimum [Member]
Financing receivable interest rate stated percentage	5.00%		5.00%
One time fee, percentage	1.00%		1.00%
Customer Ex Alt Trusts [Member] \| Maximum [Member]
Financing receivable interest rate stated percentage	14.00%		14.00%
One time fee, percentage	7.00%		7.00%

Investments, at Fair Value

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Investments, All Other Investments [Abstract]

Investments, at Fair Value

5. Investments, at Fair Value

Investments held by Ben or held by the Customer ExAlt Trusts are comprised of investments in alternative assets, public debt and equity securities, other equity securities and interests (including those of a related party), and put options. The composition of investments recorded at fair value by holder is included in the table below (in thousands):

	Ben		Customer ExAlt Trusts		Ben		Customer ExAlt Trusts
	June 30, 2024				March 31, 2024
	Ben		Customer ExAlt Trusts		Ben		Customer ExAlt Trusts
Alternative assets	$	—	$	297,888	$	—	$	293,916
Public equity securities and option		—		4,140		—		4,897
Debt securities available-for-sale		—		2,419		—		2,962
Other equity securities and interests		—		26,920		6		27,338
Total investments, at fair value	$	—	$	331,367	$	6	$	329,113

Investments in Alternative Assets held by the Customer ExAlt Trusts

The investments in alternative assets are held, either through direct ownership or through beneficial interests, by certain of the Customer ExAlt Trusts and consist primarily of limited partnership interests in various alternative investments, including private equity funds. These alternative investments are valued using NAV as a practical expedient. Changes in the NAV of these investments are recorded in investment income (loss), net in our consolidated statements of comprehensive income (loss). The investments in alternative assets provide the economic value that ultimately collateralizes the ExAlt Loans that Ben Liquidity originates with the Customer ExAlt Trusts in liquidity transactions and any associated fees due from the Customer ExAlt Trusts. The increase in investments in alternative assets since March 31, 2024, was primarily driven by net upward adjustments of NAV as reported by the investment managers or general partners offset by $7.2 million in distributions.

The NAV calculation reflects the most current report of NAV and other data received from firm/fund sponsors. If no such report has been received, Ben estimates NAV based upon the last NAV calculation reported by the investment manager and adjusts it for capital calls and distributions made in the intervening time frame. Ben also considers whether adjustments to the NAV are necessary, in certain circumstances, in which management is aware of specific material events, changes in market conditions, and other relevant factors that have affected the value of an investment during the period between the date of the most recent NAV calculation reported by the investment manager or sponsor and the measurement date. Public equity securities known to be owned within an alternative investment fund, based on the most recent information reported by the general partners, are marked to market using quoted market prices on the balance sheet reporting date.

The underlying interests in alternative assets are primarily limited partnership interests. The transfer of the investments in private equity funds generally requires the consent of the corresponding private equity fund manager, and the transfer of certain fund investments is subject to rights of first refusal or other preemptive rights, potentially further limiting the ExAlt PlanTM from transferring an investment in a private equity fund. The investments are not subject to redemption with the funds. Distributions from funds are received as the underlying investments are liquidated. Timing of liquidation is currently unknown.

Portfolio Information

Our portfolio of alternative asset investments, held by certain of the Customer ExAlt Trusts by asset class of each fund as of June 30, 2024 and March 31, 2024, is summarized below (in thousands):

	Alternative Investments Portfolio Summary
	June 30, 2024				March 31, 2024
Asset Class	Carrying Value		Unfunded Commitments		Carrying Value		Unfunded Commitments
Venture Capital	$	124,791	$	2,317	$	139,495	$	2,548
Private Equity		137,372		38,051		116,462		38,401
Natural Resources		17,441		3,328		17,553		3,340
Private Real Estate		8,662		2,859		8,760		2,907
Hedge Funds		3,601		245		6,095		245
Other⁽¹⁾		6,021		383		5,551		382
Total	$	297,888	$	47,183	$	293,916	$	47,823

⁽¹⁾

“Other” includes earnouts, escrow, net other assets, private debt strategies.

As of June 30, 2024, the Customer ExAlt Trusts collectively had exposure to 254 professionally managed alternative asset investment funds, comprised of 834 underlying investments, 93 percent of which are investments in private companies.

Public Equity Securities

Investment in public equity securities primarily represents ownership by both Ben and certain of the Customer ExAlt Trusts in public companies. These investments are carried at fair value, which is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). As of June 30, 2024 and March 31, 2024, the fair value of investments in public equity securities was $4.1 million and $4.9 million, respectively. On August 1, 2023, GWG Holdings’ plan of reorganization was declared effective, and the Company’s investment was transferred to equity interests in the GWG Wind Down Trust (as defined herein). The interests in the GWG Wind Down Trust is reflected as an investment in other equity securities. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein.

Put Options

On April 1, 2022, Ben, through CT Risk Management, L.L.C., (“CT”) made aggregate payments of $5.0 million to purchase put options in the S&P 500 Index with an aggregate notional amount of $141.3 million. Half of the notional expires in April 2024, while the other half expires in April 2025. On April 27, 2022, CT sold an equity interest for $2.4 million to the third-party involved in a participation loan transaction described in Note 7 and utilized the proceeds to purchase additional put options similar to the put options purchased on April 1, 2022. These put options were sold in September 2023 for $1.0 million, resulting in a recognized loss of $0.7 million.

The put options were designed to protect the NAV of the interests in alternative assets, which generate the collateral to certain of the ExAlt Loans in Ben Liquidity’s loan portfolio or the loans related to the participation loan transaction and provide for distributions to the Customer ExAlt Trusts’ ultimate beneficiary, against market risk. The options were carried at fair value, which is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses were recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss).

No options were held as of June 30, 2024 and March 31, 2024. For the three months ended June 30, 2023, Ben recognized losses of $2.3 million on the put options, of which approximately $1.7 million is attributable to Ben or Ben’s loan portfolio, with the remainder attributable principally to the loan involved in the participation loan transaction. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein.

Debt Securities Available-for-Sale

As of June 30, 2024, investments in debt securities represent ownership in privately held debt securities. Investments in debt securities are classified and accounted for as available-for-sale, with unrealized gains and losses presented as a separate component of equity under the accumulated other comprehensive income (loss) line item.

Prior to August 1, 2023, investments in debt securities also included ownership in corporate debt securities, specifically, L Bonds of GWG Holdings (“L Bonds”) held by certain of the Customer ExAlt Trusts. The L Bonds had a maturity date of August 8, 2023. However, upon the effectiveness of GWG Holdings’ plan of reorganization on August 1, 2023, the investments in L Bonds converted to equity interests in the GWG Wind Down Trust, which are reflected in “other equity securities and interests,” as of June 30, 2024.

The amortized cost, estimated fair value, and unrealized gains and losses on investments in debt securities classified as available-for-sale as of June 30, 2024 and March 31, 2024 are summarized as follows:

	June 30, 2024
(Dollars in thousands)	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Other debt securities	$	2,685	$	794	$	(1,060	)	$	2,419
Total available-for-sale debt securities	$	2,685	$	794	$	(1,060	)	$	2,419

	March 31, 2024
(Dollars in thousands)	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Other debt securities		2,685		1,337		(1,060	)		2,962
Total available-for-sale debt securities	$	2,685	$	1,337	$	(1,060	)	$	2,962

The table below indicates the length of time individual debt securities have been in a continuous loss position as of June 30, 2024 and March 31, 2024:

	June 30, 2024				March 31, 2024
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Other debt securities:
Less than twelve months		—		—		—		—
Twelve months or longer		1,942		1,060		1,964		1,060
Total available-for-sale debt securities with unrealized losses	$	1,942	$	1,060	$	1,964	$	1,060

The noncredit-related portion of the net unrealized gains of nil and $4.3 million for the three months ended June 30, 2024 and 2023, respectively, was recognized as a component of accumulated other comprehensive income (loss).

During the three months ended June 30, 2024 and 2023, the Company determined there was $0.5 million and nil, respectively, credit-related loss on its investment in debt securities available-for-sale.

The following table is a rollforward of credit-related losses recognized in earnings for the periods presented below:

	2024		2023
(Dollars in thousands)	Three Months Ended June 30,
	2024		2023
Balance, beginning of period	$	31,290	$	31,290
Credit related losses not previously recognized		522		—
Balance, end of period	$	31,812	$	31,290

The contractual maturities of available-for-sale debt securities as of June 30, 2024 and March 31, 2024 are as follows:

	June 30, 2024				March 31, 2024
(Dollars in thousands)	Amortized Cost Basis		Fair Value		Amortized Cost Basis		Fair Value
Due in one year or less	$	1,687	$	1,942	$	1,687	$	1,964
No fixed maturity		998		477		998		998
	$	2,685	$	2,419	$	2,685	$	2,962

Other Equity Securities and Interests

Ben and certain of the Customer ExAlt Trusts hold investments in equity securities of private companies with a readily determinable fair value, including those of the GWG Wind Down Trust. On August 1, 2023, GWG Holdings’ plan of reorganization was declared effective and our investments in its common stock and L Bonds (previously accounted for as public equity securities and available-for-sale debt securities, respectively) were then transferred to an investment in the GWG Holdings Wind Down Trust. The fair value of these equity interests was $0.2 million and $0.6 million as of June 30, 2024 and March 31, 2024, respectively. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein.

5. Investments, at Fair Value


	March 31, 2024				March 31, 2023
	Ben		Customer ExAlt Trusts		Ben		Customer ExAlt Trusts
Alternative assets	$	—	$	293,916	$	—	$	385,851
Public equity securities and option		—		4,897		4,742		8,087
Debt securities available-for-sale		—		2,962		620		76,278
Other equity securities and interests		6		27,338		—		21,643
Total investments, at fair value	$	6	$	329,113	$	5,362	$	491,859

Investments in Alternative Assets held by the Customer ExAlt Trusts

The investments in alternative assets are held, either through direct ownership or through beneficial interests, by certain of the Customer ExAlt Trusts and consist primarily of limited partnership interests in various alternative investments, including private equity funds. These alternative investments are valued using NAV as a practical expedient. Changes in the NAV of these investments are recorded in investment income (loss), net in our consolidated statements of comprehensive income (loss). The investments in alternative assets provide the economic value that ultimately collateralizes the ExAlt Loans that Ben Liquidity originates with the Customer ExAlt Trusts in liquidity transactions and any associated fees due from the Customer ExAlt Trusts. The decrease in investments in alternative assets since March 31, 2023, was primarily driven by the transfer of $56.7 million in NAV to settle the Customer ExAlt Trust loan payable, as further described in Note 10, combined with $46.3 million in distributions.

Portfolio Information

Our portfolio of alternative asset investments, held by certain of the Customer ExAlt Trusts by asset class of each fund as of March 31, 2024 and 2023, is summarized below (in thousands):

	Alternative Investments Portfolio Summary
	March 31, 2024				March 31, 2023
Asset Class	Carrying Value		Unfunded Commitments		Carrying Value		Unfunded Commitments
Venture Capital	$	139,495	$	2,548	$	165,933	$	2,810
Private Equity		116,462		38,401		145,073		47,218
Natural Resources		17,553		3,340		27,756		5,240
Private Real Estate		8,760		2,907		10,391		4,800
Hedge Funds		6,095		245		24,935		337
Other(1)		5,551		382		11,763		730
Total	$	293,916	$	47,823	$	385,851	$	61,135

⁽¹⁾	“Other” includes earnouts, escrow, net other assets, and private debt strategies.

As of March 31, 2024, the Customer ExAlt Trusts collectively had exposure to 257 professionally managed alternative asset investment funds, comprised of 901 underlying investments, 91 percent of which are investments in private companies.

Public Equity Securities

Investment in public equity securities primarily represents ownership by both Ben and certain of the Customer ExAlt Trusts in public companies. These investments are carried at fair value, which is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). As of March 31, 2024 and March 31, 2023, the fair value of investments in public equity securities was $4.9 million and $8.8 million, respectively. The balance as of March 31, 2023 included an investment in GWG Holdings’ common stock held by Ben and the Customer ExAlt Trusts totaling $3.7 million. On August 1, 2023, GWG Holdings’ plan of reorganization was declared effective, and the securities held by the Company was exchanged for equity interests in the GWG Wind Down Trust (as defined herein). The interests in the GWG Wind Down Trust are reflected as an investment in “other equity securities and interests”. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein.

Put Options

On April 1, 2022, Ben, through CT Risk Management, L.L.C., made aggregate payments of $5.0 million to purchase put options in the S&P 500 Index with an aggregate notional amount of $141.3 million. Half of the notional expires in April 2024, while the other half expires in April 2025. On April 27, 2022, CT Risk Management, L.L.C., sold an equity interest for $2.4 million to the third-party involved in a participation loan transaction described in Note 10 and utilized the proceeds to purchase additional put options similar to the put options purchased on April 1, 2022. These put options were sold in September 2023 for $1.0 million, resulting in a recognized loss at the time of sale of $0.7 million.

The put options were designed to protect the NAV of the interests in alternative assets, which generate the collateral to certain of the ExAlt Loans in Ben Liquidity’s loan portfolio or the loans related to the participation loan transaction and provide for distributions to the Customer ExAlt Trusts’ ultimate beneficiary, against market risk. The options are carried at fair value, which is determined using quoted market prices. Any realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss).

No options were held as of March 31, 2024. As of March 31, 2023, the fair value of the put options was $4.0 million. For the years ended March 31, 2024 and 2023, Ben recognized net losses of $3.0 million and $3.5 million, respectively, on the put options, of which approximately $2.0 million and $2.5 million, respectively, is attributable to Ben or Ben’s loan portfolio, with the remainder attributable principally to the loan involved in the participation loan transaction. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein.

Debt Securities Available-for-Sale

As of March 31, 2024, investments in debt securities represent ownership in privately held debt securities. Investments in debt securities are classified and accounted for as available-for-sale, with unrealized gains and losses presented as a separate component of equity under the accumulated other comprehensive income (loss) line item.

The amortized cost, estimated fair value, and unrealized gains and losses on investments in debt securities classified as available-for-sale as of March 31, 2024 and 2023 are summarized as follows:

	March 31, 2024
(Dollars in thousands)	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Other debt securities	$	2,685	$	1,337	$	(1,060	)	$	2,962
Total available-for-sale debt securities	$	2,685	$	1,337	$	(1,060	)	$	2,962

	March 31, 2023
(Dollars in thousands)	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Corporate debt securities (L Bonds)	$	64,313	$	17,433	$	(7,924	)	$	73,822
Other debt securities		2,685		1,347		(956	)		3,076
Total available-for-sale debt securities	$	66,998	$	18,780	$	(8,880	)	$	76,898

The table below indicates the length of time individual debt securities have been in a continuous loss position as of March 31, 2024 and 2023:

	March 31, 2024				March 31, 2023
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate debt securities (L Bonds):
Twelve months or longer	$	—	$	—	$	73,822	$	7,924
Other debt securities:
Less than twelve months		—		—		2,078		956
Twelve months or longer		1,964		1,060		—		—
Total available-for-sale debt securities with unrealized losses	$	1,964	$	1,060	$	75,900	$	8,880

The noncredit-related portion of the net unrealized gains of $4.1 million and $11.2 million for the years ended March 31, 2024 and 2023, respectively, was recognized as a component of accumulated other comprehensive income (loss).

During the year ended March 31, 2024, there were no credit-related loss on its investment in debt securities available-for-sale. During the year ended March 31, 2023, the Company determined the credit-related portion on its investment in debt securities available-for-sale was $12.6 million, which is recorded in the provision for credit losses on the consolidated statements of comprehensive income (loss). The Company determined these losses were credit-related as it does not expect to recover the entire amortized cost basis of the security.

The following table is a rollforward of credit-related losses recognized in earnings for the periods presented below:


	Year Ended March 31,
(Dollars in thousands)	2024		2023
Balance, beginning of period	$	31,290	$	18,669
Increase in credit-related loss amounts previously recognized		—		12,621
Balance, end of period	$	31,290	$	31,290

The contractual maturities of available-for-sale debt securities as of March 31, 2024 and 2023 are as follows:

	March 31, 2024				March 31, 2023
(Dollars in thousands)	Amortized Cost Basis		Fair Value		Amortized Cost Basis		Fair Value
Due in one year or less	$	1,687	$	1,964	$	66,000	$	75,900
No fixed maturity		998		998		998		998
	$	2,685	$	2,962	$	66,998	$	76,898

Other Equity Securities and Interests

Ben and certain of the Customer ExAlt Trusts hold investments in equity securities of private companies with a readily determinable fair value, including those of the GWG Wind Down Trust. On August 1, 2023, GWG Holdings’ plan of reorganization was declared effective and our investments in its common stock and L Bonds (previously accounted for as public equity securities and available-for-sale debt securities, respectively) were then exchanged for an investment in the GWG Holdings Wind Down Trust. The fair value of these equity interests was $0.6 million and $17.4 million as of March 31, 2024 and August 1, 2023, respectively. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein.

Additionally, certain of the Customer ExAlt Trusts hold investments in equity securities that do not have a readily determinable fair value. These equity securities are measured using the measurement alternative for equity investments that do not have readily determinable fair values at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The value of these equity securities was $26.8 million and $21.6 million as of March 31, 2024 and 2023, respectively. The increase in value is primarily due to new investments held as of March 31, 2024 that were not held as of March 31, 2023. Additionally, during the year ended March 31, 2023, one security received an upward adjustment of $10.8 million based upon observable price changes, including a recent equity offering and stock to stock transactions. Such adjustment also represents the cumulative adjustment. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein, which reflects any upward or downward adjustments to these equity securities for the periods presented herein. During the year ended March 31, 2024, an impairment of $37.8 million was recognized, which is reflected in the gain (loss) on financial instruments, net line item on the consolidated statements of comprehensive income (loss). This impairment primarily relates to a new investment that was entered into during the third quarter, that was subsequently written off in the fourth quarter. There were no impairments to these equity securities during the year ended March 31, 2023.

Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Expected statutory income tax benefit			$ (558,052)	$ (51,011)
Amounts not deductible for income tax - goodwill impairment			490,969
Amounts not deductible for income tax - other			4,919	505
Amounts attributable to non-taxable flow-through entities			2,855	41,240
Change in valuation allowance			60,097	8,194
Income tax expense (benefit)	$ 28		$ 788	$ (1,072)

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Commitments and Contingencies

17. Commitments and Contingencies

In the normal course of business, we have various outstanding commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements. There are no significant commitments and contingencies other than those disclosed below. Ben is a party to legal actions incidental to the business. Based on the opinion of legal counsel, management has concluded with regard to all commitments and contingencies disclosed below that either the outcome is not probable or the potential liability cannot be reasonably estimated, or both.

Lease Commitments

The Company operates on a month-to-month rental basis for its office premises. The Company also subleased an aircraft under the Aircraft Sublease, which expired on January 1, 2024, with Bradley Capital as discussed in Note 13. Rental expense for our premises and for the Aircraft Sublease for the three months ended June 30, 2024 and 2023, totaled $0.1 million and $1.7 million, respectively.

Unfunded Capital Commitments

The Customer ExAlt Trusts had $47.2 million and $47.8 million of potential gross capital commitments as of June 30, 2024 and March 31, 2024, respectively, representing potential limited partner capital funding commitments on the interests in alternative asset funds. The Customer ExAlt Trusts holding the interest in the limited partnership for the alternative asset fund is required to fund these limited partner capital commitments per the terms of the limited partnership agreement. Capital funding commitment reserves are maintained, in some instances, by certain of the Customer ExAlt Trusts created at the origination of each trust for up to $0.1 million. To the extent that the associated Customer ExAlt Trust cannot pay the capital funding commitment, Ben is obligated to lend sufficient funds to meet the commitment. Any amounts advanced by Ben to the Customer ExAlt Trusts for these limited partner capital funding commitments above the associated capital funding commitment reserves held by the associated Customer ExAlt Trusts are added to the ExAlt Loan balance between Ben and the Customer ExAlt Trusts and are expected to be recouped through the cash distributions from the alternative asset fund that collateralizes such ExAlt Loan.

Capital commitments generally originate from limited partner agreements having fixed or expiring expiration dates. The total limited partner capital funding commitment amounts may not necessarily represent future cash requirements. The majority, or 90%, of our portfolio with an unfunded commitment has a vintage of 2012 and prior. As the vintages continue to age, a cash requirement becomes less likely. We consider the creditworthiness of the investment on a case-by-case basis. At June 30, 2024 and March 31, 2024, there were no reserves for losses on unused commitments to fund potential limited partner capital funding commitments.

Legal Proceedings

Paul Capital Advisors Lawsuit

On February 18, 2022, Paul Capital Advisors (“PCA”) filed a lawsuit against MHT, Ben, and two trust advisors (the “Trust Advisors”), Murray Holland (part-owner of MHT and who served as the President and CEO of GWG Holdings beginning in mid-2019 through November 2022) and James Turvey (an employee of Ben). While Ben was named as a defendant, PCA did not assert claims against or seek relief from Ben but instead only sought the removal and replacement of the Trust Advisors. The lawsuit concerns a set of transactions that utilized a trust structure with MHT as the sole beneficiary.

On April 18, 2022, PCA amended its original complaint. The amended complaint asserted six new causes of action arising out of the same set of transactions, including, (i) purported breaches of contract against Ben, MHT, and the Trust Advisors; (ii) purported fraud against MHT, Ben and certain officers of Ben; and (iii) promissory estoppel against MHT, Ben, and the Trust Advisors. The amended complaint also sought additional relief in the form of (x) damages “in an amount to be proven at trial” and (y) an order granting rescission of an amendment to one of the transaction agreements or a holding declaring it invalid.

On October 3, 2022, the Court entered an order dismissing count I of PCA’s complaint in accordance with its memorandum opinion and count II in light of the parties’ agreement that it should also be dismissed. On November 1, 2022, defendants filed their opening briefs in support of their motions to dismiss the remaining counts. On December 20, 2022, PCA filed its answering brief in opposition to defendants’ motions to dismiss the remaining counts. In accordance with the parties’ stipulated briefing schedule, defendants’ reply briefs were due by January 24, 2023. Oral argument on the motions to dismiss was held on May 8, 2023. On August 29, 2023, the Court issued a letter opinion that denied defendants’ motions to dismiss with respect to most of the remaining counts, explaining that the Court was unwilling to determine the parties’ rights under the various agreements at the pleadings stage and that discovery may make these issues ripe for summary judgment. The Court did, however, grant defendants’ motions to dismiss as to one of PCA’s promissory estoppel claims and its claim for equitable fraud. On October 25, 2023, defendants filed their respective answers to PCA’s second amended complaint.

On November 9, 2023, defendants filed a motion to bifurcate, requesting that the Court of Chancery first resolve the threshold issue of PCA’s standing under the CVR Contract and Exchange Trust Agreements before proceeding on the merits. On November 29, 2023, PCA filed its opposition to defendants’ motion to bifurcate, and on December 8, 2023, defendants filed their reply brief. On June 24, 2024, the Court of Chancery heard oral argument and issued its ruling granting defendants’ motion to bifurcate. In its ruling, the Court of Chancery ordered the parties to promptly conduct limited standing-related discovery to allow final resolution of the standing issue on summary judgment by January 2025.

Defendants intend to vigorously defend against each and every cause of action asserted against them in the second amended complaint. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of this matter. Given the uncertainty of litigation and the preliminary stage of this claim, we are currently unable to estimate the probability of the outcome of these actions or the range of reasonably possible losses, if any, or the impact on our results of operations, financial condition or cash flows; however, the maximum exposure of the litigation with PCA could be up to $350 million plus costs and expenses.

Equity Awards Arbitration

On December 16, 2022, a former member of the Board of Directors of Beneficient Management, LLC (the “Claimant”) initiated a private arbitration in the International Court of Arbitration of the International Chamber of Commerce, challenging the termination of certain equity awards under two incentive plans by the administrator of the incentive plans. The Claimant sought total damages of $36.3 million plus attorney’s fees and punitive damages. On April 23, 2024, the sole arbitrator held that in terminating the Claimant’s equity awards, the Company had breached its contractual obligations, and as a result, awarded the Claimant $55.3 million in compensatory damages, including pre-judgment interest, plus post-judgment interest (the “Arbitration Award”). Neither attorneys’ fees nor punitive damages were awarded to the Claimant. The Company was also asked to pay arbitration-related costs in the amount of approximately $0.1 million. The Company recorded a loss related to the Arbitration Award in the year ended March 31, 2024 statement of comprehensive income (loss) in the amount of $55.0 million. The liability associated with the Arbitration Award was reflected in the accounts payable and accrued expenses line item in the March 31, 2024 consolidated statement of financial condition.

On July 29, 2024, the Texas State District Court, Dallas County 134th Judicial District (the “Texas District Court”) entered an order vacating the Arbitration Award in its entirety. The Texas District Court directed the parties to file motions requesting any further relief that may be available within twenty days of the order. The Company intends to vigorously defend itself in the event the Claimant seeks any additional relief in connection with the order.

As a result of the order, during the three-months ended June 30, 2024, the Company released the liability associated with the Arbitration Award, which resulted in the release of the previously recognized loss contingency accrual in the amount of $55.0 million being reflected in the June 30, 2024 statement of comprehensive income (loss).

GWG Holdings Reorganization and Other Litigation

On April 20, 2022 and October 31, 2022, GWG Holdings and certain of its subsidiaries (the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code thereby commencing those certain chapter 11 cases (the “Chapter 11 Cases”). As part of the Chapter 11 reorganization process, it is possible that claims or causes of action arising from prior transactions with GWG Holdings could be advanced against BCG as part of the Chapter 11 Cases or in separate litigation. Such claims and causes of action could include (i) a request to avoid some or all of such transactions, including the transaction whereby GWG Holdings released its right to appoint a majority of the members of Ben Management’s board of directors, (ii) challenges to the reasonableness of the value received by the Debtors in such transactions, and (iii) efforts to recover the value of any transfers to BCG. A mediator has been appointed to oversee the mediation of certain matters between BCG, GWG Holdings and its debtor-affiliates, and certain other constituencies. The mediation commenced on January 30, 2023 and is still ongoing. We estimate that the maximum potential negative impact of any Retained Causes of Action to be between approximately $155 million and $382 million.

Further, the Official Committee of Bondholders (the “OBC”) in the Chapter 11 Cases has also filed a motion seeking standing to prosecute causes of actions on behalf of the Debtors’ estate. The OBC’s motion was deemed to be withdrawn upon the effective date of the Debtors’ bankruptcy plan, which occurred on August 1, 2023. The OBC’s motion set forth causes of action related to certain past transactions between the Debtors and Ben, including its directors. The OBC’s motion stated the proposed claims could add a maximum exposure of up to $500 million worth of additional value to the Debtors’ estate. Ben and its CEO filed motions to object to the OBC’s motion that refutes the allegations. The Debtors have indicated they oppose the OBC’s motion for standing and intend to address such alleged claims, if any, as part of a global plan of reorganization, including a possible mediated resolution. Ben intends to vigorously defend itself against any claims, should they be brought by the Litigation Trust.

Scura Action

On March 30, 2023, David Scura and Clifford Day, on behalf of themselves and all others similarly situated, filed a class action lawsuit in the United States District Court for Northern District of Texas against Ben, certain members of its board of directors (Brad K. Heppner, Peter T. Cangany, Richard W. Fisher, Thomas O. Hicks, Dennis P. Lockhart, and Bruce W. Schnitzer), certain past members of the board of directors of GWG Holdings (Jon R. Sabes and Steven F. Sabes), FOXO Technologies Inc. (“FOXO”), and Emerson Equity LLC (“Emerson”) (the “Scura Action”). The suit alleges that the defendants defrauded GWG Holdings’ investors, and it asserts claims on behalf of a putative class consisting of all persons and entities who purchased or otherwise acquired GWG Holdings’ L Bonds or preferred stock of GWG Holdings between December 23, 2017, and April 20, 2022. The suit alleges that (i) BCG, the individual defendants, and FOXO violated Sections 10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder, (ii) that the individual defendants violated Section 20(a) of the Exchange Act, and (iii) that Emerson violated Section 15(c)(1)(A) of the Exchange Act. The complaint does not allege the total amount of damages sought by the plaintiffs.

Bayati Action

On May 3, 2023, Thomas Horton and Frank Moore, in their capacities as the Lead Plaintiffs in the Bayati Action (the “Lead Plaintiffs”), filed a motion to lift the automatic stay in the Chapter 11 Cases in order to file a motion in the Northern District of Texas seeking to consolidate the Bayati and Scura Actions under the Private Securities Litigation Reform Act. On June 8, 2023, the plaintiffs in the Scura Action filed a voluntary notice of dismissal without prejudice.

On August 16, 2023, Thomas Horton and Frank Moore, in their capacities as the Lead Plaintiffs in the Bayati Action, filed a notice regarding the confirmation of the Debtors’ Chapter 11 plan in the GWG bankruptcy, a motion seeking to lift the bankruptcy stay and a motion to consolidate the Bayati and Horton Actions. On September 12, 2023, the court entered an order consolidating the Bayati and Horton Actions. The court ordered that the consolidated action shall bear the caption “In re GWG Holdings, Inc. Securities Litigation.” The court lifted the bankruptcy stay and ordered the Lead Plaintiffs to file a new consolidated complaint within 20 days.

On October 2, 2023, the Lead Plaintiffs filed a Consolidated Class Action Complaint against the Company, Brad K. Heppner, Peter T. Cangany, Jr., Thomas O. Hicks, Dennis P. Lockhart, Bruce W. Schnitzer, Murray T. Holland, Timothy L. Evans, David H. de Weese, Roy W. Bailey, David F. Chavenson, and Whitley Penn LLP, alleging Securities Act violations arising out of the Offering. The complaint alleges that the individual defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act, and further alleges that the Company violated Section 15 of the Securities Act. The Company, Brad K. Heppner, Peter T. Cangany, Jr., Thomas O. Hicks, Dennis P. Lockhart, and Bruce W. Schnitzer (the “Ben Individual Defendants”) filed a motion to dismiss the complaint on November 7, 2023. On January 4, 2024, defendants Murray Holland, Tim Evans, Roy Bailey, Whitley Penn, David Chavenson and David H. de Weese filed motions to dismiss. The Lead Plaintiffs’ responded to the various motions to dismiss on February 20, 2024, and the defendants (other than Whitley Penn) filed replies in support of the motions to dismiss on March 21, 2024. The Company and the Ben Individual Defendants intend to vigorously defend themselves in the litigation.

On October 27, 2023, David Scura filed a petition in Dallas County District Court against Brad K. Heppner, Jon R. Sabes, Steven F. Sabes, Peter T. Cangany, Jr., Thomas O. Hicks, Dennis P. Lockhart, Bruce W. Schnitzer, the Company and FOXO, alleging violation of the Texas Securities Act, common law fraud, unjust enrichment, and civil conspiracy to defraud and seeking compensatory damages, costs and expenses. The same day, Clifford Day and Carla Monahan filed a petition in Dallas County District Court against the same defendants, alleging the same claims. The parties agreed to move the defendants’ deadline to respond to the petition to February 19, 2024. On April 10, 2024, the plaintiffs and Ben parties entered into a twelve-month tolling agreement, and the plaintiffs filed motions to nonsuit their claims that the courts granted on April 12, 2024 and April 16, 2024, respectively. The Company and the Ben Individual Defendants intend to vigorously defend themselves in the litigation.

This litigation can subject us and certain of our directors to substantial costs and divert resources and the attention of management from our business. If these claims are successful, our business could be seriously harmed. Even if the claims do not result in protracted litigation or are resolved in our favor and the favor of our directors, the time and resources needed to resolve such claims could divert our management’s resources and adversely affect our business.

GWG Litigation Trust Adversary Proceedings

On April 19, 2024, the Litigation Trustee filed a complaint (the “LT Complaint”) as an Adversary Proceeding in the bankruptcy of GWG Holdings, Inc. currently pending in the United States Bankruptcy Court in the Southern District of Texas against Ben Management, the Company, BCH, Beneficient Capital Company II, L.L.C., f/k/a Beneficient Capital Company, L.L.C. (together with New BCC, defined herein, “BCC”), Beneficient Capital Company, L.L.C. (“New BCC”), Beneficient Holdings, Inc. (“BHI”), various current or former officers and directors of the Company, HCLP and certain of its affiliates, former officers and directors of the Company’s former parent company, trustees of certain trusts that are directly or indirectly controlled by, or operate for the benefit of, Ben’s CEO and founder or his family, entities directly or indirectly held by, or that are under common control with, such trusts, and in which Ben’s CEO and his family members are among classes of economic beneficiaries, whether or not Ben’s CEO is entitled to economic distributions from such trusts, and others. The LT Complaint alleges causes of action that include (i) actual or constructive fraudulent transfer for certain transactions between GWG and the Company or its affiliates, (ii) breaches of fiduciary duty, aiding and abetting breaches of fiduciary duty, and civil conspiracy, (iii) unjust enrichment, (iv) avoidance of any purported releases of the defendants, and (v) disallowance of the claims filed by certain defendants, including the Company, in the GWG bankruptcy case.

More specifically, such challenged transactions relate to (i) GWG’s purchase of $10 million of equity in the Company on June 12, 2019, (ii) GWG’s commitment on May 31, 2019 to loan trusts affiliated with the Company $65 million that GWG funded in two tranches ($50 million on June 3, 2019 and $15 million on November 22, 2019) and the repayment of such loan, (iii) GWG’s capital contribution to the Company of $79 million on December 31, 2019, (iv) approximately $145 million in capital contributions by GWG to the Company pursuant to a Preferred Series C Unit Purchase Agreement, and (v) the Company’s ultimate decoupling from GWG. Additionally, the LT Complaint seeks to void the debts owed by the Company to HCLP. The LT Complaint seeks to, among other things, void certain of the transactions and/or recover damages, attorney’s fees and expenses, pre-judgment and post-judgment interest. The LT Complaint does not purport to estimate the damages sought. The Company, its affiliates and its officers and directors intend to vigorously defend themselves against these claims.

Wells Notice

On June 29, 2023, the Company received a “Wells Notice” from the Staff of the SEC’s Division of Enforcement, stating that the Staff has made a preliminary determination to recommend that the SEC file a civil enforcement action against the Company alleging violations of certain provisions of the Securities Act and the Exchange Act. The staff’s allegations appeared to relate to, among other things, the Company’s association with an amendment to the debt coverage ratio calculation approved by certain holders of GWG Holdings issued debt in 2019 under an indenture and related disclosures by GWG, the December 31, 2019 valuation of the Company’s goodwill by a third-party valuation agent, potential contractual rights concerning an amendment to the Company’s governing documents, and other items in the historical disclosures of GWG.

On July 1, 2024, the Company received a termination letter from the SEC advising the Company that the SEC’s investigation related to the Company had concluded and that the Staff does not intend to recommend any enforcement actions by the SEC. The termination letter was provided to the Company under the guidelines of the final paragraph of Securities Act Release No. 5310 which states, among other things, that “[such notice] must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation of that particular matter.” While there have been no further actions to date, there can be no assurance that there will not be any further action on this or other matters by the SEC.

20. Commitments and Contingencies

In the normal course of business, we have various outstanding commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements. There are no significant commitments and contingencies other than those disclosed below. Ben is a party to legal actions incidental to the business. Based on the opinion of legal counsel, management has concluded with regard to all commitments and contingencies disclosed below that either the outcome is not probable, or the potential liability cannot be reasonably estimated, or both.

Lease Commitments

The Company operates on a month-to-month rental basis for its office premises. The Company also had subleased an aircraft under the Aircraft Sublease with Bradley Capital as discussed in Note 16. Rental expense for our premises and for the Aircraft Sublease for the years ended March 31, 2024 and 2023, totaled $5.1 million and $6.6 million, respectively. The Aircraft Sublease terminated on January 1, 2024.

Unfunded Capital Commitments

The Customer ExAlt Trusts had $47.8 million and $61.1 million of potential gross capital commitments as of March 31, 2024 and 2023, respectively, representing potential limited partner capital funding commitments on the interests in alternative asset funds. The Customer ExAlt Trusts holding the interest in the limited partnership for the alternative asset fund is required to fund these limited partner capital commitments per the terms of the limited partnership agreement. Capital funding commitment reserves are maintained, in some instances, by certain of the Customer ExAlt Trusts created at the origination of each trust for up to $0.1 million. To the extent that the associated Customer ExAlt Trust cannot pay the capital funding commitment, Ben is obligated to lend sufficient funds to meet the commitment. Any amounts advanced by Ben to the Customer ExAlt Trusts for these limited partner capital funding commitments above the associated capital funding commitment reserves held by the associated Customer ExAlt Trusts are added to the ExAlt Loan balance between Ben and the Customer ExAlt Trusts and are expected to be recouped through the cash distributions from the alternative asset fund that collateralizes such ExAlt Loan.

Capital commitments generally originate from limited partner agreements having fixed or expiring expiration dates. The total limited partner capital funding commitment amounts may not necessarily represent future cash requirements. The majority, or 90%, of our portfolio with an unfunded commitment has a vintage of 2012 and prior. As the vintages continue to age, a cash requirement becomes less likely. We consider the creditworthiness of the investment on a case-by-case basis. At March 31, 2024 and 2023, there were no reserves for losses on unused commitments to fund potential limited partner capital funding commitments.

Legal Proceedings

Paul Capital Advisors Lawsuit

On February 18, 2022, Paul Capital Advisors (“PCA”) filed a lawsuit against MHT, Ben, and two trust advisors (the “Trust Advisors”), Murray Holland (part-owner of MHT and President and CEO of GWG Holdings) and James Turvey (an employee of Ben). While Ben was named as a defendant, PCA did not assert claims against or seek relief from Ben but instead only sought the removal and replacement of the Trust Advisors. The lawsuit concerns a set of transactions that utilized a trust structure with MHT as the sole beneficiary.

Equity Awards Arbitration

On December 16, 2022, a former member of the Board of Directors of Beneficient Management, LLC initiated a private arbitration in the International Court of Arbitration of the International Chamber of Commerce, challenging the termination of certain equity awards under two incentive plans by the administrator of the incentive plans. The claimant sought total damages of $36.3 million plus attorney’s fees and punitive damages. On April 23, 2024, the sole arbitrator held that in terminating the claimant’s equity awards, the Company had breached its contractual obligations, and as a result, awarded the claimant $55.3 million in compensatory damages, including pre-judgment interest. Post-judgment interest was also awarded to claimant. Neither attorneys’ fees nor punitive damages were awarded to the claimant. The Company was also asked to pay arbitration-related costs in the amount of approximately $0.1 million. The Company is exploring available options with respect to the award, which, should the Company be unable to negotiate a settlement with the claimant, may include the filing of a petition or motion to vacate the award under applicable law. The Company has recorded a loss related to the award in the year ended March 31, 2024 statement of comprehensive income (loss) in the amount of $55.0 million. The liability associated with the above award is reflected in the accounts payable and accrued expenses line item in the March 31, 2024 consolidated statement of financial condition.

GWG Holdings Reorganization and Other Litigation

Further, the Official Committee of Bondholders (the “OBC”) in the Chapter 11 Cases has also filed a motion seeking standing to prosecute causes of actions on behalf of the Debtors’ estate. The OBC’s motion was deemed to be withdrawn upon the effective date of the Debtors’ bankruptcy plan, which occurred on August 1, 2023. The OBC’s motion sets forth causes of action related to certain past transactions between the Debtors and Ben, including its directors. The OBC’s motion states the proposed claims could add a maximum exposure of up to $500 million worth of additional value to the Debtors’ estate. Ben and its CEO filed motions to object to the OBC’s motion that refutes the allegations. The Debtors have indicated they oppose the OBC’s motion for standing and intend to address such alleged claims, if any, as part of a global plan of reorganization, including a possible mediated resolution. Ben intends to vigorously defend itself against any claims, should they be brought by the Litigation Trust.

Scura Action

On March 30, 2023, David Scura and Clifford Day, on behalf of themselves and all others similarly situated, filed a class action lawsuit in the United States District Court for Northern District of Texas against Ben, certain members of its board of directors (Brad K. Heppner, Peter T. Cangany, Richard W. Fisher, Thomas O. Hicks, Dennis P. Lockhart, and Bruce W. Schnitzer), certain past members of the board of directors of GWG Holdings (Jon R. Sabes and Steven F. Sabes), FOXO Technologies Inc. (“FOXO”), and Emerson Equity LLC (“Emerson”) (the “Scura Action”). The suit alleges that the defendants defrauded GWG Holdings’ investors, and it asserts claims on behalf of a putative class consisting of all persons and entities who purchased or otherwise acquired GWG Holdings’ L Bonds or preferred stock of GWG Holdings between December 23, 2017, and April 20, 2022. The suit alleges that (i) BCG, the individual defendants, and FOXO violated Sections 10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder, (ii) that the individual defendants violated Section 20(a) of the Exchange Act and (iii) that Emerson violated Section 15(c)(1)(A) of the Exchange Act. The complaint does not allege the total amount of damages sought by the plaintiffs.

Bayati Action

On May 3, 2023, Thomas Horton and Frank Moore, in their capacities as the lead plaintiffs in the Bayati Action (the “Lead Plaintiffs”), filed a motion to lift the automatic stay in the Chapter 11 Cases in order to file a motion in the Northern District of Texas seeking to consolidate the Bayati and Scura Actions under the Private Securities Litigation Reform Act. On June 8, 2023, the plaintiffs in the Scura Action filed a voluntary notice of dismissal without prejudice.

On August 16, 2023, Thomas Horton and Frank Moore, in their capacities as the Lead Plaintiffs in the Bayati Action, filed a notice regarding the confirmation of the Debtors’ Chapter 11 plan in the GWG bankruptcy, a motion seeking to lift the bankruptcy stay and a motion to consolidate the Bayati and Horton Actions. On September 12, 2023, the court entered an order consolidating the Bayati and Horton Actions. The court ordered that the consolidated action shall bear the caption “In re GWG Holdings, Inc. Securities Litigation”. The court lifted the bankruptcy stay and ordered the Lead Plaintiffs to file a new consolidated complaint within 20 days.

On October 2, 2023, the Lead Plaintiffs filed a Consolidated Class Action Complaint against the Company, Brad K. Heppner, Peter T. Cangany, Jr., Thomas O. Hicks, Dennis P. Lockhart, Bruce W. Schnitzer, Murray T. Holland, Timothy L. Evans, David H. de Weese, Roy W. Bailey, David F. Chavenson, and Whitley Penn LLP, alleging Securities Act violations arising out of the Offering. The complaint alleges that the individual defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act, and further alleges that the Company violated Section 15 of the Securities Act. The Company, Brad K. Heppner, Peter T. Cangany, Jr., Thomas O. Hicks, Dennis P. Lockhart, and Bruce W. Schnitzer (the “Ben Individual Defendants”) filed a motion to dismiss the complaint on November 7, 2023. On January 4, 2024, defendants Murray Holland, Roy Bailey, Tim Evans, Whitley Penn, David Chavenson and David H. de Weese filed motions to dismiss. The Lead Plaintiffs’ responded to the various motions to dismiss on February 20, 2024, and the defendants (other than Whitley Penn) filed replies in support of the motions to dismiss on March 21, 2024. The Company and the Ben Individual Defendants intend to vigorously defend themselves in the litigation.

GWG Litigation Trust Adversary Proceedings

More specifically, such challenged transactions relate to (i) GWG’s purchase of $10 million of equity in the Company on June 12, 2019, (ii) GWG’s commitment on May 31, 2019 to loan trusts affiliated with the Company $65 million that GWG funded in two tranches ($50 million on June 3, 2019 and $15 million on November 22, 2019) and the repayment of such loan, (iii) GWG’s capital contribution to the Company of $79 million on December 31, 2019, (iv) approximately $145 million in capital contributions by GWG to the Company pursuant to a Preferred Series C Unit Purchase Agreement, and (v) the Company’s ultimate decoupling from GWG. Additionally, the LT Complaint seeks to avoid the debts owed by the Company to HCLP. The LT Complaint seeks to, among other things, avoid certain of the transactions and/or recover damages, attorney’s fees and expenses, pre-judgment and post-judgment interest. The LT Complaint does not purport to estimate the damages sought. The Company, its affiliates and its officers and directors intend to vigorously defend themselves against these claims.

Wells Notice

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Net amortization of debt premium and discount	$ 38	$ (1,287)	$ (1,250)	$ (4,478)
Loss on financial instruments, net	(1,183)	(3,461)	(104,521)	(51,421)
Non cash interest expense	3,315	5,072	17,699	11,223
Loss on financial instruments, net	1,183	3,461	104,521	51,421
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Net amortization of debt premium and discount	38	(1,556)	(1,849)	(6,154)
Loss on financial instruments, net	(365)	(3,566)	(67,457)	(63,536)
Non cash interest expense	2,263	2,314	9,463	324
Loss on financial instruments, net	$ 365	$ 3,566	$ 67,457	$ 63,536

Schedule of Fair Value Disclosure of Asset and Liability Not Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Inputs, Level 1 [Member] \| Reported Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 4,399	$ 7,913	$ 8,726
Restricted cash	314	64	819
Accounts payable and accrued expenses	103,012	157,157	65,724
Fair Value, Inputs, Level 1 [Member] \| Estimate of Fair Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	4,399	7,913	8,726
Restricted cash	314	64	819
Accounts payable and accrued expenses	103,012	157,157	65,724
Fair Value, Inputs, Level 2 [Member] \| Reported Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt due to related parties, net	120,554	120,505	99,314
Customer exAlt trusts loan payable, net			52,129
Fair Value, Inputs, Level 2 [Member] \| Estimate of Fair Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt due to related parties, net	$ 134,031	$ 129,327	96,465
Customer exAlt trusts loan payable, net			$ 56,635

Schedule of Noncontrolling Interests (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Accumulated Other Comprehensive Income (Loss) [Line Items]

$ (192,118)

$ 1,728,413

^[1]

$ 1,728,413

^[1]

$ 1,907,336

Reclass of distributions payable to noncontrolling interest holder

44,310

(1,155,970)

(2,658,180)

(252,100)

(329)

(1,170)

^[2]

(1,719)

^[2]

Reclass of BCH Preferred A.1 from temporary to permanent equity

(148,290)

1,280,947

(192,118)

1,728,413

^[1]

699,441

^[2]

Conversion of Preferred Series C to Class A common stock

^[2]

Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return

^[2]

37,133

^[2]

Payment of employee payroll taxes on restricted equity units

(225)

(84)

(116)

^[2]

(1,125)

^[2]

^[2]

269

Reclass of allocated income for FLP Subclass 3 to payable

^[2]

11,973

^[2]

(933)

^[2]

2,430

^[2]

Noncontrolling Interest [Member]

^[2]

(269)

Accumulated Other Comprehensive Income (Loss) [Line Items]

42,231

142,213

277,887

Reclass of distributions payable to noncontrolling interest holder

(7,713)

(44,552)

(579,331)

(132,644)

(225)

(329)

(1,170)

^[2]

(1,719)

^[2]

Reclass of BCH Preferred A.1 from temporary to permanent equity

34,293

786,080

42,231

142,213

699,441

^[2]

Issuance of shares in connection with transactions closing post de-SPAC

133

Conversion of Preferred Series C to Class A common stock

(3,884)

(205,759)

^[2]

Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return

(6,942)

^[2]

Payment of employee payroll taxes on restricted equity units

(225)

^[2]

(919)

^[2]

269

^[2]

(131)

Reclass of allocated income for FLP Subclass 3 to payable

^[2]

299

^[2]

(933)

^[2]

2,430

Issuance of shares in connection with recent financings

^[2]

(2,057)

133

Reduction of noncontrolling interest in connection with recent financings

(3,272)

Issuance of noncontrolling interest in connection with recent financings

Conversion of BCH Class S Ordinary to Class A common stock

(3,884)

Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings

992

Noncontrolling Interest [Member] | Trusts [Member]

(269)

^[2]

131

Accumulated Other Comprehensive Income (Loss) [Line Items]

(165,712)

(118,299)

982

Reclass of distributions payable to noncontrolling interest holder

(526)

(13,866)

(44,175)

(117,861)

(225)

(329)

(1,170)

(1,719)

Reclass of BCH Preferred A.1 from temporary to permanent equity

(166,463)

(132,361)

(165,712)

(118,299)

Issuance of shares in connection with transactions closing post de-SPAC

133

Conversion of Preferred Series C to Class A common stock

Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return

Payment of employee payroll taxes on restricted equity units

Reclass of allocated income for FLP Subclass 3 to payable

299

Issuance of shares in connection with recent financings

133

Reduction of noncontrolling interest in connection with recent financings

(3,272)

Issuance of noncontrolling interest in connection with recent financings

Conversion of BCH Class S Ordinary to Class A common stock

Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings

992

Noncontrolling Interest [Member] | Class S Ordinary [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

52,560

69,831

Reclass of distributions payable to noncontrolling interest holder

(29,365)

(48,676)

(16,987)

Reclass of BCH Preferred A.1 from temporary to permanent equity

19,311

52,560

Issuance of shares in connection with transactions closing post de-SPAC

Conversion of Preferred Series C to Class A common stock

(3,884)

Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return

Payment of employee payroll taxes on restricted equity units

1,116

(459)

Reclass of allocated income for FLP Subclass 3 to payable

Issuance of shares in connection with recent financings

(941)

Reduction of noncontrolling interest in connection with recent financings

Issuance of noncontrolling interest in connection with recent financings

Conversion of BCH Class S Ordinary to Class A common stock

(3,884)

Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings

Noncontrolling Interest [Member] | Class S Preferred [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

856

1,315

Reclass of distributions payable to noncontrolling interest holder

(856)

Reclass of BCH Preferred A.1 from temporary to permanent equity

856

Issuance of shares in connection with transactions closing post de-SPAC

Conversion of Preferred Series C to Class A common stock

Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return

Payment of employee payroll taxes on restricted equity units

1,117

(460)

Reclass of allocated income for FLP Subclass 3 to payable

Issuance of shares in connection with recent financings

(1,116)

Reduction of noncontrolling interest in connection with recent financings

Issuance of noncontrolling interest in connection with recent financings

Conversion of BCH Class S Ordinary to Class A common stock

Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings

Noncontrolling Interest [Member] | FLP Units [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Reclass of distributions payable to noncontrolling interest holder

3,166

Reclass of BCH Preferred A.1 from temporary to permanent equity

Issuance of shares in connection with transactions closing post de-SPAC

Conversion of Preferred Series C to Class A common stock

Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return

Payment of employee payroll taxes on restricted equity units

(2,233)

Reclass of allocated income for FLP Subclass 3 to payable

(933)

Issuance of shares in connection with recent financings

Reduction of noncontrolling interest in connection with recent financings

Issuance of noncontrolling interest in connection with recent financings

Conversion of BCH Class S Ordinary to Class A common stock

Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings

Noncontrolling Interest [Member] | Preferred Series A Subclass 1 [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

207,943

Reclass of distributions payable to noncontrolling interest holder

(7,187)

(674)

(484,556)

Reclass of BCH Preferred A.1 from temporary to permanent equity

200,756

691,825

207,943

699,441

Issuance of shares in connection with transactions closing post de-SPAC

Conversion of Preferred Series C to Class A common stock

Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return

(6,942)

Payment of employee payroll taxes on restricted equity units

Reclass of allocated income for FLP Subclass 3 to payable

Issuance of shares in connection with recent financings

Reduction of noncontrolling interest in connection with recent financings

Issuance of noncontrolling interest in connection with recent financings

Conversion of BCH Class S Ordinary to Class A common stock

Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings

Noncontrolling Interest [Member] | Preferred Series C [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

205,759

Reclass of distributions payable to noncontrolling interest holder

Reclass of BCH Preferred A.1 from temporary to permanent equity

205,759

Issuance of shares in connection with transactions closing post de-SPAC

Conversion of Preferred Series C to Class A common stock

(205,759)

Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return

Payment of employee payroll taxes on restricted equity units

Reclass of allocated income for FLP Subclass 3 to payable

Issuance of shares in connection with recent financings

Reduction of noncontrolling interest in connection with recent financings

Issuance of noncontrolling interest in connection with recent financings

Conversion of BCH Class S Ordinary to Class A common stock

Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings

Noncontrolling Interest [Member] | Class AOfCT [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

1,337

Reclass of distributions payable to noncontrolling interest holder

(647)

(1,068)

(962)

Reclass of BCH Preferred A.1 from temporary to permanent equity

690

1,337

Issuance of shares in connection with transactions closing post de-SPAC

Conversion of Preferred Series C to Class A common stock

Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return

Payment of employee payroll taxes on restricted equity units

269

(131)

Reclass of allocated income for FLP Subclass 3 to payable

2,430

Issuance of shares in connection with recent financings

Reduction of noncontrolling interest in connection with recent financings

Issuance of noncontrolling interest in connection with recent financings

Conversion of BCH Class S Ordinary to Class A common stock

Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings

Investments, All Other Investments [Abstract]

$ (269)

$ 131

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.
[2]	Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Investments, at Fair Value (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Schedule of Composition of Investments at Fair Value

	Ben		Customer ExAlt Trusts		Ben		Customer ExAlt Trusts
	June 30, 2024				March 31, 2024
	Ben		Customer ExAlt Trusts		Ben		Customer ExAlt Trusts
Alternative assets	$	—	$	297,888	$	—	$	293,916
Public equity securities and option		—		4,140		—		4,897
Debt securities available-for-sale		—		2,419		—		2,962
Other equity securities and interests		—		26,920		6		27,338
Total investments, at fair value	$	—	$	331,367	$	6	$	329,113


	March 31, 2024				March 31, 2023
	Ben		Customer ExAlt Trusts		Ben		Customer ExAlt Trusts
Alternative assets	$	—	$	293,916	$	—	$	385,851
Public equity securities and option		—		4,897		4,742		8,087
Debt securities available-for-sale		—		2,962		620		76,278
Other equity securities and interests		6		27,338		—		21,643
Total investments, at fair value	$	6	$	329,113	$	5,362	$	491,859

Schedule of Alternative Assets Investments

Our portfolio of alternative asset investments, held by certain of the Customer ExAlt Trusts by asset class of each fund as of June 30, 2024 and March 31, 2024, is summarized below (in thousands):

	Alternative Investments Portfolio Summary
	June 30, 2024				March 31, 2024
Asset Class	Carrying Value		Unfunded Commitments		Carrying Value		Unfunded Commitments
Venture Capital	$	124,791	$	2,317	$	139,495	$	2,548
Private Equity		137,372		38,051		116,462		38,401
Natural Resources		17,441		3,328		17,553		3,340
Private Real Estate		8,662		2,859		8,760		2,907
Hedge Funds		3,601		245		6,095		245
Other⁽¹⁾		6,021		383		5,551		382
Total	$	297,888	$	47,183	$	293,916	$	47,823

⁽¹⁾

“Other” includes earnouts, escrow, net other assets, private debt strategies.

Our portfolio of alternative asset investments, held by certain of the Customer ExAlt Trusts by asset class of each fund as of March 31, 2024 and 2023, is summarized below (in thousands):

	Alternative Investments Portfolio Summary
	March 31, 2024				March 31, 2023
Asset Class	Carrying Value		Unfunded Commitments		Carrying Value		Unfunded Commitments
Venture Capital	$	139,495	$	2,548	$	165,933	$	2,810
Private Equity		116,462		38,401		145,073		47,218
Natural Resources		17,553		3,340		27,756		5,240
Private Real Estate		8,760		2,907		10,391		4,800
Hedge Funds		6,095		245		24,935		337
Other(1)		5,551		382		11,763		730
Total	$	293,916	$	47,823	$	385,851	$	61,135

⁽¹⁾	“Other” includes earnouts, escrow, net other assets, and private debt strategies.

Schedule of Debt Securities Available for Sale

	June 30, 2024
(Dollars in thousands)	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Other debt securities	$	2,685	$	794	$	(1,060	)	$	2,419
Total available-for-sale debt securities	$	2,685	$	794	$	(1,060	)	$	2,419

	March 31, 2024
(Dollars in thousands)	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Other debt securities		2,685		1,337		(1,060	)		2,962
Total available-for-sale debt securities	$	2,685	$	1,337	$	(1,060	)	$	2,962

The contractual maturities of available-for-sale debt securities as of June 30, 2024 and March 31, 2024 are as follows:

	June 30, 2024				March 31, 2024
(Dollars in thousands)	Amortized Cost Basis		Fair Value		Amortized Cost Basis		Fair Value
Due in one year or less	$	1,687	$	1,942	$	1,687	$	1,964
No fixed maturity		998		477		998		998
	$	2,685	$	2,419	$	2,685	$	2,962

The amortized cost, estimated fair value, and unrealized gains and losses on investments in debt securities classified as available-for-sale as of March 31, 2024 and 2023 are summarized as follows:

	March 31, 2024
(Dollars in thousands)	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Other debt securities	$	2,685	$	1,337	$	(1,060	)	$	2,962
Total available-for-sale debt securities	$	2,685	$	1,337	$	(1,060	)	$	2,962

	March 31, 2023
(Dollars in thousands)	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Corporate debt securities (L Bonds)	$	64,313	$	17,433	$	(7,924	)	$	73,822
Other debt securities		2,685		1,347		(956	)		3,076
Total available-for-sale debt securities	$	66,998	$	18,780	$	(8,880	)	$	76,898

The contractual maturities of available-for-sale debt securities as of March 31, 2024 and 2023 are as follows:

	March 31, 2024				March 31, 2023
(Dollars in thousands)	Amortized Cost Basis		Fair Value		Amortized Cost Basis		Fair Value
Due in one year or less	$	1,687	$	1,964	$	66,000	$	75,900
No fixed maturity		998		998		998		998
	$	2,685	$	2,962	$	66,998	$	76,898

Schedule of Debt Securities Available for Sale Unrealized Loss Position

The table below indicates the length of time individual debt securities have been in a continuous loss position as of June 30, 2024 and March 31, 2024:

	June 30, 2024				March 31, 2024
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Other debt securities:
Less than twelve months		—		—		—		—
Twelve months or longer		1,942		1,060		1,964		1,060
Total available-for-sale debt securities with unrealized losses	$	1,942	$	1,060	$	1,964	$	1,060

The table below indicates the length of time individual debt securities have been in a continuous loss position as of March 31, 2024 and 2023:

	March 31, 2024				March 31, 2023
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate debt securities (L Bonds):
Twelve months or longer	$	—	$	—	$	73,822	$	7,924
Other debt securities:
Less than twelve months		—		—		2,078		956
Twelve months or longer		1,964		1,060		—		—
Total available-for-sale debt securities with unrealized losses	$	1,964	$	1,060	$	75,900	$	8,880

Schedule of Debt Securities Available for Sale Allowance for Credit Loss

The following table is a rollforward of credit-related losses recognized in earnings for the periods presented below:

	2024		2023
(Dollars in thousands)	Three Months Ended June 30,
	2024		2023
Balance, beginning of period	$	31,290	$	31,290
Credit related losses not previously recognized		522		—
Balance, end of period	$	31,812	$	31,290

The following table is a rollforward of credit-related losses recognized in earnings for the periods presented below:


	Year Ended March 31,
(Dollars in thousands)	2024		2023
Balance, beginning of period	$	31,290	$	18,669
Increase in credit-related loss amounts previously recognized		—		12,621
Balance, end of period	$	31,290	$	31,290

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Schedule of Components of Income Tax Expense (Benefit)

Income Taxes (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Income Tax Disclosure [Abstract]

The components of income tax expense for the three months ended June 30, 2024 and 2023, were as follows:

	2024		2023
(Dollars in thousands)	Three Months Ended June 30,
	2024		2023
Current expense
Federal	$	28	$	—

Deferred expense
Federal		—		—
Income tax expense	$	28	$	—

The components of income tax expense (benefit) for the years ended March 31, 2024 and 2023, were as follows:

(Dollars in thousands)	2024		2023
	Year Ended March 31,
(Dollars in thousands)	2024		2023
Deferred expense
Federal	$	788	$	(1,072	)
Income tax expense (benefit)	$	788	$	(1,072	)

Schedule of Effective Income Tax Rate Reconciliation

Income tax expense differs from the amounts computed by applying the Federal statutory rate to pre-tax income (loss). A reconciliation between the Federal statutory income tax rate of 21% to the effective income tax rate for the years ended March 31, 2024 and 2023 are shown below:

(Dollars in thousands)	2024			2023
	Year Ended March 31,
(Dollars in thousands)	2024			2023
Expected statutory income tax benefit	$	(558,052	)	$	(51,011	)
Amounts not deductible for income tax - goodwill impairment		490,969			—
Amounts not deductible for income tax - other		4,919			505
Amounts attributable to non-taxable flow-through entities		2,855			41,240
Change in valuation allowance		60,097			8,194
Income tax expense (benefit)	$	788		$	(1,072	)

Schedule of Deferred Tax Assets and Liabilities

The components of gross deferred tax assets and gross deferred tax liabilities as of March 31, 2024 and 2023, are as follows (included in other assets):

(Dollars in thousands)	March 31, 2024		March 31, 2023
Deferred income tax assets:
Passthrough differences - temporary	$	28,130	$	17,142
Loss on arbitration		11,544		—
Share-based compensation		4,567		—
Net operating loss		17,658		991
Non-current deferred income tax assets		61,899		18,133

Deferred income tax liabilities:
Other		—		—
Non-current deferred income tax liabilities		—		—
Less: valuation allowance		61,899		18,133
Total deferred income tax liability	$	—	$	—

Schedule of Share-Based Payment Arrangement, Cost by Plan (Details) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Compensation expense	$ 994	$ 27,001	$ 39,103	$ 10,085
Employees [Member] \| Ben Liquidity [Member]
Compensation expense	$ 2,300	2,300	3,000
Conversion of BCG Common Class A Units [Member]
Compensation expense		$ 15,000	$ 15,000

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Millions	Apr. 01, 2023	Mar. 31, 2024
Increase in allowance for credit losses	$ 61.1
Minimum [Member]
Property plant and equipment useful life		3 years
Finite-lived intangible asset useful life		1 year
Maximum [Member]
Property plant and equipment useful life		5 years
Finite-lived intangible asset useful life		3 years

Variable Interest Entities (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The consolidated statements of financial condition include the following amounts from these consolidated VIEs as of the dates presented:

Schedule of Variable Interest Entities

(Dollars in thousands)	June 30, 2024			March 31, 2024
Assets:
Cash and cash equivalents	$	1,244		$	963
Restricted cash		314			64
Investments, at fair value		331,367			329,113
Other assets		34			30
Total Assets of VIEs	$	332,959		$	330,170

Liabilities:
Accounts payable and accrued expense	$	1,823		$	1,670
Other liabilities		19			109
Total Liabilities of VIEs	$	1,842		$	1,779

Equity:
Treasury stock	$	(3,444	)	$	(3,444	)
Noncontrolling interests		(166,463	)		(165,712	)
Accumulated other comprehensive income		255			276
Total Equity of VIEs	$	(169,652	)	$	(168,880	)

The consolidated statements of comprehensive income (loss) for the periods presented include the following amounts from these consolidated VIEs.

	2024			2023
	Three Months Ended June 30,
	2024			2023
(Dollars in thousands)
Revenues
Investment income, net	$	11,028		$	500
Loss on financial instruments, net		(1,175	)		(1,803	)
Interest and dividend income		—			8
Total revenues		9,853			(1,295	)

Operating expenses
Interest expense		—			1,874
Provision for credit losses		522			—
Professional services		622			1,261
Other expenses		121			357
Total operating expenses		1,265			3,492
Net income (loss)	$	8,588		$	(4,787	)
Net loss attributable to noncontrolling interests	$	(526	)	$	(13,866	)

The consolidated statements of financial condition includes the following amounts from these consolidated VIEs as of the dates presented:

(Dollars in thousands)	March 31, 2024			March 31, 2023
Assets:
Cash and cash equivalents	$	963		$	3,259
Restricted cash		64			819
Investments, at fair value		329,113			491,859
Other assets		30			5,891
Total Assets of VIEs	$	330,170		$	501,828

Liabilities:
Accounts payable and accrued expense	$	1,670		$	1,945
Other liabilities		109			132
Customer ExAlt Trusts loan payable, net		—			52,129
Total Liabilities of VIEs	$	1,779		$	54,206

Equity:
Treasury stock	$	(3,444	)	$	(3,444	)
Noncontrolling interests		(165,712	)		(118,299	)
Accumulated other comprehensive income (loss)		276			9,900
Total Equity of VIEs	$	(168,880	)	$	(111,843	)

The consolidated statements of comprehensive income (loss) for the periods presented include the following amounts from these consolidated VIEs.

(Dollars in thousands)	Year Ended March 31, 2024			Year Ended March 31, 2023
Revenues
Investment income (loss), net	$	4,791		$	(54,010	)
(Gain) loss on financial instruments, net		(102,584	)		(35,085	)
Interest income		10			54
Other income		215			—
Total revenues		(97,568	)		(89,041	)

Operating expenses
Interest expense		4,091			8,957
Provision for credit losses		254			13,843
Professional services		3,277			5,032
Other expenses		1,191			1,905
Total operating expenses		8,813			29,737
Loss on extinguishment of debt, net		8,846			—
Net income (loss)	$	(115,227	)	$	(118,778	)
Net income (loss) attributable to noncontrolling interests	$	(44,175	)	$	(117,861	)

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Customer ExAlt Trust Loan Payable (Details Narrative) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Oct. 18, 2023

Mar. 24, 2022

Dec. 07, 2021

Loan receivable fair value

$ 72,500

Proceeds from transfer of loan

$ 72,500

Transfer of investments

$ 56,700

Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]

Loss on financial instruments, net

Amortization of debt discount

$ 38

$ (1,287)

$ (1,250)

$ (4,478)

Extinguishment of debt

8,846

Unamortized debt discount

52,129

^[1]

$ 47,900

5,600

Customer Ex Alt Trusts [Member]

3,513

Derivative gain (loss) on derivative, net

1,400

1,600

4,600

3,500

Customer Ex Alt Trusts [Member] | Loans Payable [Member]

$ 1,900

3,500

Amortization of debt discount

Interest rate

12.00%

Loans payable

54,200

50,900

Maximum rate

21.00%

$ 300

$ 600

$ 1,700

Unamortized debt discount

$ 5,000

Customer Ex Alt Trusts [Member]

Alternative assets acquired

$ 352,600

Percentage allocated to payable repayment

27.80%

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Share-based Compensation (Details Narrative) $ in Thousands					3 Months Ended			12 Months Ended
Share-based Compensation (Details Narrative) $ in Thousands	Jun. 06, 2023 shares	Oct. 01, 2022 shares	Jun. 10, 2022 USD ($)	Apr. 01, 2022 shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2020 shares	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2018 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense \| $					$ 994	$ 27,001		$ 39,103	$ 10,085
Unrecognized compensation costs \| $					5,548			7,031
Employees [Member] \| Ben Liquidity [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense \| $					2,300	2,300		3,000
Restricted Equity Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense \| $					832	8,723		18,415	4,358
Unrecognized compensation costs \| $					4,776			5,984
Share Based Payment Arrangement Preferred Equity [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense \| $						286		$ 858	$ 1,430
Account balance \| $										$ 5,700
Share Based Payment Arrangement Preferred Equity [Member] \| Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Account balance \| $										$ 3,800
Purchase price \| $			$ 3,800
BMP Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance \| shares					119,000,000			119,000,000
Vesting period					4 years			4 years
Continued participation reduction percentage								20.00%
Income participation percentage								49.50%
Minimum required retained ownership of unit equivalents, percentage								25.00%
Ben Equity Incentive Plan [Member] \| Restricted Equity Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance \| shares											160,141
Shares reserved for issuance, as a percentage of fully diluted common units outstanding					15.00%			15.00%
Awards settleable ratio					1.25			1.25
Ben Equity Incentive Plan [Member] \| Restricted Equity Units [Member] \| Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units granted \| shares							6,438
Compensation expense \| $					$ 300	5,200		$ 6,100
Increase in units granted rate	1.25
Increase in units granted \| shares	1,610
Unrecognized compensation costs \| $								300
Ben Equity Incentive Plan [Member] \| Restricted Equity Units [Member] \| Employees and Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units granted \| shares				6,420
Increase in units granted rate				1.25
Ben Equity Incentive Plan [Member] \| Restricted Equity Units [Member] \| Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units granted \| shares		503
Increase in units granted rate		1.25
Ben Equity Incentive Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units forfeited \| shares				1,480
Ben Equity Incentive Plan [Member] \| Restricted Stock Units (RSUs) [Member] \| Employees and Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense \| $					200	$ 2,900		3,400
Increase in units granted \| shares				1,605
Units forfeited \| shares				1,788
Unrecognized compensation costs \| $					$ 1,300			$ 1,800
Ben Equity Incentive Plan [Member] \| Restricted Stock Units (RSUs) [Member] \| Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Increase in units granted \| shares		126
Units forfeited \| shares		82
A 2023 Incentive Plan [Member] \| Restricted Equity Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for issuance, as a percentage of fully diluted common units outstanding					15.00%			15.00%
Percentage of common units					15.00%			15.00%
A 2023 Incentive Plan [Member] \| Restricted Stock Units (RSUs) [Member] \| Employees and Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units granted \| shares					30,187
Units forfeited \| shares					7,398

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares	31,003,688	174,837,520	5,217,230	1,424,958
Class S Ordinary [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares		68,900	67,936	72,948
Class S Preferred [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares		605	606	1,171
Preferred Series A Subclass 0 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares		32,060,425	1,044,524	247,450
Preferred Series A Subclass 1 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares		112,360,624	3,510,235	797,395
Preferred Series C [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares		550,510	151,917	200,861
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares	129,002	99,581	100,214	105,133
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares	30,874,686	29,696,875	312,012

Equity

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Equity [Abstract]

Equity

10. Equity

Below is a description of the outstanding classes of the equity of the Company, including quasi-equity amounts that are required to be reported as temporary equity between the liabilities and equity sections on the consolidated statements of financial condition. As of June 30, 2024, the 9th Amended and Restated LPA of BCH (“BCH LPA”) and the articles of incorporation and bylaws of Beneficient, govern the terms of these equity securities, as applicable. The Company’s governing documents authorize the issuance of additional classes of equity. All equity interests of BCH are limited partnership interests.

Common Stock:

Voting. Each holder of our Class A common stock is entitled to one vote per each share of Class A common stock held of record by such holder on all matters on which stockholders generally are entitled to vote, and each holder of our Class B common stock is entitled to 10 votes per share on all matters on which stockholders generally are entitled to vote. Holders of shares of common stock vote as a single class, except for certain matters for which only holders of Class B common stock are entitled to vote.

Dividends. Subject to preferences that may apply to any outstanding shares of preferred stock, holders of Common Stock are entitled to receive ratably any dividends that our Board may declare out of funds legally available for that purpose on a non-cumulative basis; provided, however, that in the case of any dividends in Common Stock, holders of Class A common stock are entitled only to receive Class A common stock and holders of Class B common stock are entitled only to receive Class B common stock. In no event will the shares of either Class A common stock or Class B common stock be split, divided, or combined unless the outstanding shares of the other class are proportionally split, divided or combined.

Conversion. Shares of Class A common stock are not convertible into any other shares of our capital stock. Shares of Class B common stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer, except for certain transfers described in our articles of incorporation.

Standby Equity Purchase Agreement

On June 27, 2023, the Company entered into the SEPA with Yorkville, whereby the Company has the right, but not the obligation, to sell to Yorkville up to $250.0 million of its shares of the Company’s common stock at the Company’s request any time during the 36 months following the execution of the SEPA, subject to certain conditions. The Company expects to use the net proceeds received from this for working capital and general corporate purposes. The Company paid a structuring fee in cash and a commitment fee in an amount equal to $1.3 million by issuing 5,703 shares of Class A common stock in July 2023.

On September 29, 2023, a resale registration statement on Form S-1 was declared effective by the SEC, thereby permitting sales of Class A common stock to Yorkville under the SEPA. Subsequent to the effectiveness of this resale registration statement and through June 30, 2024, the Company sold a total of 498,125 Class A common shares for a total of $3.9 million in net proceeds, including 449,307 Class A common shares being sold in the quarter ending June 30, 2024 for net proceeds of $2.6 million.

Preferred Stock:

Under the terms of our articles of incorporation, our Board is authorized to issue up to 250 million shares of preferred stock in one or more series. As of June 30, 2024, 50 million shares of preferred stock are designated as shares of Series A preferred stock and approximately 4 million are designated as Series B preferred stock pursuant to a certificates of designation.

Series A Preferred Stock

As of June 30, 2024 and March 31, 2024, there were no shares of Series A preferred stock issued and outstanding, respectively.

Maturity. Subject to the redemption and conversion rights described below, shares of Series A preferred stock are perpetual securities.

Priority. Shares of Series A preferred stock rank senior to shares of Common Stock with respect to dividend rights and/or distribution rights upon the liquidation, winding up or dissolution, as applicable, of Beneficient.

Voting. Holders of Series A preferred stock are not entitled to vote on any matter, expect as required by law.

Dividends. Holders of Series A preferred stock are entitled to receive ratably any dividends that our Board declares and pays on the Common Stock, on an as-converted basis, when paid to holders of Common Stock. Beneficient may, subject to customary restrictions, but is not required to, declare or pay any dividends solely on shares of Series A preferred stock.

Liquidation or Dissolution. The initial liquidation preference of Series A preferred stock is $0.001 per share, plus any declared but unpaid dividends (the “Liquidation Preference”). In the event of our liquidation, dissolution or winding up, holders of Series A preferred stock are entitled to receive, per share of Series A preferred stock, the Liquidation Preference or, prior to the Series A Preferred Stock Conversion Date, if a greater amount, the amount such holder would have received had their shares of Series A preferred stock converted into Class A common stock immediately prior to such liquidation event.

Conversion, Transferability and Exchange. Per the terms of the articles of incorporation, because the Series A preferred stock is not expected to be publicly listed, each share of the Series A preferred stock will automatically convert into one-quarter of a share of Class A common stock upon issuance.

Redemption. Beneficient may redeem, ratably, in whole or, from time to time in part, the shares of Series A preferred stock of any holder then outstanding at the Liquidation Preference in cash. Holders of shares of Series A preferred stock do not have the right to require Beneficient to redeem their shares of Series A preferred stock under any circumstances.

Series B Preferred Stock:

The Series B preferred stock has various subclasses, however, the general rights, preferences, privileges and restrictions of these equity securities are described below. Each of the Series B preferred stock has a par value of $0.001 per share. The most significant difference in the various subclasses of the Series B preferred stock pertains to the conversion rate and the mandatory conversion periods, both of which are described below. During fiscal year 2024, the Company issued Series B preferred stock comprising subclasses No. 1 through No. 4 in the amounts of 3,768,995; 200,000; 20,000; and 6,932 shares, respectively. No additional Series B preferred stock has been issued in the current fiscal year.

On October 3, 2023, 3,768,995 shares of Series B-1 preferred stock converted into 172,574 shares of Class A common stock at a price per share of approximately $218.40. No other Series B preferred stock has converted through June 30, 2024.

As of June 30, 2024 and March 31, 2024, there were a total of 226,932 shares of Series B preferred stock, issued and outstanding, respectively.

Maturity. Subject to the redemption and conversion rights described below, shares of Series B preferred stock are perpetual securities.

Priority. Shares of Series B preferred stock rank, with respect to dividend rights and/or distribution rights upon the liquidation, winding up or dissolution, as applicable, of Beneficient as: (i) senior to shares of Common Stock; (ii) pari passu with Series A Preferred Stock; (iii) senior, pari passu or junior with respect to any other series of preferred stock, as set forth in the terms with respect to such preferred stock; and (iv) junior to all existing and future indebtedness of the Beneficient.

Voting. Holders of Series B preferred stock are not entitled to vote on any matter, expect as required by law.

Dividends. Holders of Series B preferred stock are entitled to receive ratably any dividends that our Board declares and pays on the Common Stock, on an as-converted basis, when paid to holders of Common Stock. Beneficient may, subject to customary restrictions, but is not required to, declare or pay any dividends solely on shares of Series B preferred stock.

Liquidation or Dissolution. The initial liquidation preference of Series B preferred stock is $10.00 per share, plus any declared but unpaid dividends (the “Series B Liquidation Preference”). In the event of our liquidation, dissolution or winding up, holders of Series B preferred stock are entitled to receive, per share of Series B preferred stock, the Series B Liquidation Preference amount such holder would have received had their shares of Series B preferred stock converted into Class A common stock immediately prior to such liquidation event.

Conversion, Transferability and Exchange. In the event of specified extraordinary transactions, as a result of which shares of Class A common stock would be converted into, or exchanged for, stock, other securities or other property or assets (including cash or any combination thereof), each share of Series B preferred stock outstanding immediately prior to such event will, without the consent of the holders of Series B preferred stock, become convertible into the kind of stock, other securities or other property or assets that such holder would have been entitled to receive if such holder had converted its shares of Series B preferred stock into shares of Class A common stock immediately prior to such event.

Optional Conversion. The conversion price is determined generally based on a volume weighted price of the Class A common stock at the time the Series B preferred stock is issued. The conversion price for the various subclasses of Series B preferred stock ranged from $5.38 to $436.80 (the “Conversion Price”). Each share of Series B preferred stock is convertible at the option of the holder thereof into a number of shares of Class A common stock that is equal to $10.00 divided by Conversion Price then in effect as of the date of such notice (the “Conversion Rate”). The Conversion Price shall be subject to reset on certain dates (generally monthly) following the date of issuance of the Series B preferred stock, subject to adjustment, including the reset Conversion Price cannot adjust lower than 50% of the initial Conversion Price or generally, higher than the initial Conversion Price. Based on the shares of Series B preferred stock outstanding as of June 30, 2024, the maximum number of Class A common shares that can be issued upon conversion of the Series B preferred stock is 165,037 shares.

Mandatory Conversion. Each outstanding share of Series B preferred stock will automatically convert into a number of shares of Class A common stock (the “Mandatory Conversion”) at the Conversion Rate then in effect on the date that is the earliest to occur of: (a) 210 calendar days (for the Series B-1 preferred stock) and 60 months (for the other Series B preferred stock subclasses) after the Original Issue Date, subject to certain conditions, (b) if the conditions of clause (a) are not met on the date that is 210 calendar days (for the Series B-1 preferred stock) and 60 months (for the other Series B preferred stock subclasses) following the Original Issue Date, the first date thereafter on which any shares of Series B-1 preferred stock may be resold pursuant to Rule 144 under the Securities Act or the Resale Registration Statement has become effective and, applicable only to the Series B-1 preferred stock, (c) the one year anniversary of the Original Issue Date. The Series B-1 preferred stock shall not convert into Class A common stock to the extent such conversion would cause a holder to exceed 9.99% (the “Beneficial Ownership Limitation”) of the number of shares of the Class A common stock outstanding immediately after giving effect to conversion, while the other subclasses of the Series B preferred stock have a 4.99% Beneficial Ownership Limitation.

Redeemable Noncontrolling Interests:

Preferred Series A Subclass 0 Unit Accounts

The BCH Preferred A.0 receives a quarterly guaranteed payment calculated as 6% of the BCH Preferred A.0’s initial capital account balance on an annual basis, or 1.50% per fiscal quarter. The BCH Preferred A.0 does not receive any allocations of profits, except to recoup losses previously allocated. The guaranteed payment to BCH Preferred A.0 is not subject to available cash and has priority over all other distributions made by BCH. BCH and the holders of the BCH Preferred A.0 entered into an agreement to defer the guaranteed payment to November 15, 2024; provided that such a guaranteed payment may be made prior to November 15, 2024 if the Audit Committee of the Board of Directors determines that making such payment, in part or in full, would not cause Ben to incur a going concern issue. The guaranteed payment accrual totaled $42.0 million and $37.7 million as of June 30, 2024 and March 31, 2024, respectively, and is included in the accounts payable and accrued expenses line item of the consolidated statements of financial condition.

Additionally, the BCH Preferred A.0 has the ability under the BCH LPA to elect, by a majority of holders of BCH Preferred A.0, to receive a full return of capital senior to any other security if an event causing mandatory returns of capital occurs.

The BCH Preferred A.0 can be converted into Class S Units at the election of the holder, at a price equal to the average of (i) $840.00, and (ii) the volume-weighted average closing price of Class A common stock for the twenty (20) days preceding the applicable exchange date; provided, that from the effectiveness of the BCH LPA through December 31, 2027, such conversion price shall not be less than $840.00.

Finally, a holder of BCH Preferred A.0, subsequent to January 1, 2023, may elect to require a redemption by BCH of up to 12.5% of his or her respective BCH Preferred A.0 capital account for any rolling twelve-month period; provided that such holder shall not be permitted to redeem more than 50% of such holder’s BCH Preferred A.0 capital account in the aggregate. Subsequent to January 1, 2023, if a holder of BCH Preferred A.0 continues to hold BCH Preferred A.1, such holder may elect on a quarterly basis to convert additional BCH Preferred A.1 held by such holder to BCH Preferred A.0 up to an amount equal to 12.5% of such holder’s initial BCH Preferred A.0 capital account; provided that such holder’s post-conversion capital account balance in respect of all BCH Preferred A.0 held by such holder does not exceed such holder’s initial BCH Preferred A.0 capital account.

The BCH Preferred A.0 are recorded in the consolidated statements of financial condition in the redeemable noncontrolling interest line item.

Noncontrolling Interests:

Noncontrolling interests represent the portion of certain consolidated subsidiaries’ limited partnership interests or interests in the Customer ExAlt Trusts that are held by third parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and for any distributions that are paid. Equity securities issued by BCH maintain capital account balances determined pursuant to Section 704 of the Internal Revenue Code. Because federal income tax regulations differ in certain respects from U.S. GAAP, income or loss allocations to BCH equity securities determined in accordance with tax regulations may materially differ from that recognized for financial reporting purposes. For example, the losses recognized for financial reporting purposes arising from the impairment of goodwill are not recognized under tax regulation, and the associated capital account balances have not been impacted by those losses.

The following tables present a rollforward of the noncontrolling interests for the three months ended June 30, 2024 and 2023:

(Dollars in thousands)	Trusts			BCH Class S Ordinary		BCH Class S Preferred		FLP		BCH Preferred Series A.1			BCH Preferred Series C		Class A of CT		Total Noncontrolling Interests
	Noncontrolling Interests
(Dollars in thousands)	Trusts			BCH Class S Ordinary		BCH Class S Preferred		FLP		BCH Preferred Series A.1			BCH Preferred Series C		Class A of CT		Total Noncontrolling Interests
Balance, March 31, 2024	$	(165,712	)	$	—	$	—	$	—	$	207,943		$	—	$	—	$	42,231
Net loss		(526	)		—		—		—		(7,187	)		—		—		(7,713	)
Reclass of distributions payable to noncontrolling interest holder		(225	)		—		—		—		—			—		—		(225	)
Balance, June 30, 2024	$	(166,463	)	$	—	$	—	$	—	$	200,756		$	—	$	—	$	34,293

	Noncontrolling Interests
(Dollars in thousands)	Trusts			BCH Class S Ordinary			BCH Class S Preferred		FLP		BCH Preferred Series A.1			BCH Preferred Series C		Class A of CT			Total Noncontrolling Interests
Balance, March 31, 2023	$	(118,299	)	$	52,560		$	856	$	—	$	—		$	205,759	$	1,337		$	142,213
Net loss		(13,866	)		(29,365	)		—		—		(674	)		—		(647	)		(44,552	)
Reclass of BCH Preferred A.1 from temporary to permanent equity		—			—			—		—		699,441			—		—			699,441
Issuance of shares in connection with transactions closing post de-SPAC		133			—			—		—		—			—		—			133
Reclass of distributions payable to noncontrolling interest holder		(329	)		—			—		—		—			—		—			(329	)
Conversion of Class S Ordinary to Class A common		—			(3,884	)		—		—		—			—		—			(3,884	)
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return		—			—			—		—		(6,942	)		—		—			(6,942	)
Balance, June 30, 2023	$	(132,361	)	$	19,311		$	856	$	—	$	691,825		$	205,759	$	690		$	786,080

Preferred Series A Subclass 1 Unit Accounts

The BCH Preferred A.1 unit accounts are issued by BCH and are non-participating and convertible on a dollar basis.

The weighted average preferred return rate for the three months ended June 30, 2024 and 2023 was approximately nil and 0.93%, respectively. No amounts have been paid to the BCH Preferred A.1 holders related to the preferred return from inception through June 30, 2024, and any amounts earned have been accrued and are included in the balance of redeemable noncontrolling interests presented on the consolidated statements of financial condition. As of June 30, 2024, approximately $106.1 million of preferred return related to the BCH Preferred A.1 has not been allocated to its holders due to insufficient income during those periods to fully satisfy the preferred return and will be allocable to the BCH Preferred A.1 holders in future quarterly periods to the extent that sufficient income, if any, is available for such allocation. In accordance with the BCH LPA, the preferred rate was waived and will not accrue from June 7, 2023 until December 31, 2024, except to the extent of allocations of income to the holders of the BCH Preferred A.1, in which event distributions may be requested by the holders of the BCH Preferred A.1, and if not requested, such amounts shall be accrued. In connection with the consummation of the Business Combination, the holders of the BCH Preferred A.1 agreed to significantly reduce the BCH Preferred A.1 return rate and also agreed to waive and defer the accrual of the preferred return as described above. In addition, until January 1, 2025, the hypothetical BCH Preferred A.1 capital account will only be increased to the extent there are allocations of income during such period. The agreement to waive and not accrue the Quarterly Preferred Series A.1 Return from the effective date of the BCH LPA until December 31, 2024 does not affect or waive any Quarterly Preferred Series A.1 Returns or hypothetical BCH Preferred A.1 capital account already accrued as of the effective date. Additionally, certain BCH Preferred A.1 holders agreed to be specially allocated any income or losses associated with the BMP Equity Incentive Plan, and certain other costs.

Beginning January 1, 2025, BCH Preferred A.1 may be converted into BCH Class S Ordinary Units at the election of the holder, subject to a 20% annual conversion limit through December 31, 2029 as set forth in the BCH LPA; provided, that if the conversion price for the BCH Preferred A.1 equals or exceeds $1,440 after January 1, 2025, the annual conversion limit shall no longer be applicable. Upon conversion, the holder shall be issued BCH Class S Ordinary Units in an amount equal to the capital account balance associated with the BCH Preferred A.1 being converted divided by a price equal to the average closing price of Class A common stock for the thirty (30) days preceding the applicable exchange date; provided, that from the effectiveness of the BCH LPA through December 31, 2027, such conversion price shall not be less than $840. The holder of such newly issued BCH Class S Ordinary Units may immediately convert them into Class A common stock.

The BCH LPA also includes certain limitations of BCH, without the consent of a majority-in-interest of the Preferred Series A Unit Account holders, to (i) issue any new equity securities, and (ii) except as otherwise provided, incur indebtedness that is senior to or pari passu with any right of distribution, redemption, repayment, repurchase or other payments relating to the Preferred Series A Unit Accounts or the Preferred Series B Unit Accounts. Further, BCH cannot, prior to the conversion of all the Preferred Series A Unit Accounts and the Preferred Series B Unit Accounts, incur any additional long-term debt unless (i) after giving effect to the incurrence of the new long-term debt on a pro forma basis, the sum of certain preferred stock, existing debt and any new long-term indebtedness would not exceed 55% of the BCH’s NAV plus cash on hand, and (ii) at the time of incurrence of any new long-term indebtedness, the aggregate balance of the BCH’s (including controlled subsidiaries) debt plus such new long-term debt does not exceed 40% of the sum of the NAV of the interests in alternative assets supporting the Collateral underlying the loan portfolio of BCH and its subsidiaries plus cash on hand at BCG, BCH and its subsidiaries. Upon the effectiveness of the 8th BCH LPA in June 2023, the redemption feature of the BCH Preferred A.1 was removed, which resulted in the BCH Preferred A.1 no longer being required to be presented in temporary equity.

On June 6, 2023, in connection with the BCG Recapitalization as described in Note 4, $193.9 million of aggregate capital account balances in BCH Preferred A.1 converted to 208,861 units of BCH Class S Ordinary. Those BCH Class S Ordinary units then converted into 17,456 units of BCG Class A common units and 191,405 shares of BCG Class B common units on a one-for-one basis. As part of the conversion to BCG Class A Units, additional value of approximately $15.0 million was provided to certain holders who are members of our Board. The additional value was accounted for as compensation, which resulted in stock-based compensation expense of $15.0 million during the quarter ended June 30, 2023.

The BCH Preferred A.1 are recorded in the consolidated statements of financial condition in the noncontrolling interest line item.

Preferred Series C Subclass 1 Unit Accounts

On July 15, 2020, the Company entered into a Preferred Series C Unit Purchase Agreement (“UPA”) with GWG Holdings. Pursuant to the UPA, on July 10, 2023, the Preferred Series C Subclass 1 Unit Accounts of BCH (“BCH Preferred C.1”) automatically converted into 550,510 shares of Class A common stock at approximately $372.80 per share, which represents the volume-weighted average trading price of the Class A common stock for the 20 trading days following the closing of the Business Combination. The BCH Preferred C.1 were recorded in the consolidated statements of financial condition in the noncontrolling interest line item for periods presented prior to their conversion to Class A common stock.

Class S Ordinary Units

As of both June 30, 2024 and March 31, 2024, BCH, a subsidiary of Ben, had issued 67 thousand BCH Class S Ordinary Units which were all outstanding on each of the respective dates. The BCH Class S Ordinary Units participate on a pro-rata basis in the share of the profits or losses of BCH and subsidiaries following all other allocations made by BCH and its subsidiaries. As limited partner interests, these units have limited voting rights and do not entitle participation in the management of the Company’s business and affairs. At the election of the holder, the BCH Class S Ordinary Units are exchangeable quarterly for Class A common stock on a one-for-one basis. Each conversion also results in the issuance to Ben LLC of a BCH Class A Unit for each share of Class A common stock issued.

On June 8, 2023, 5,057 BCH Class S Ordinary Units ultimately converted into shares of Class A common stock on a one-to-one basis pursuant to the terms of the Exchange Agreement and the BCH LPA.

The BCH Class S Ordinary Units are recorded in the consolidated statements of financial condition in the noncontrolling interests line item.

Class S Preferred Units

The BCH Class S Preferred Units also participate on a pro-rata basis in the share of the profits or losses of BCH and subsidiaries following all other allocations made by BCH and its subsidiaries. As limited partner interests, these units are generally non-voting and do not entitle participation in the management of the Company’s business and affairs. The BCH Class S Preferred Units are entitled to a quarterly preferred return. In accordance with the 8th BCH LPA, the preferred rate was waived and will not accrue from June 7, 2023 until December 31, 2024, except to the extent of allocations of income to the holders of the BCH Class S Preferred Units. In connection with the consummation of the Business Combination, the holders of the BCH Preferred A.1 agreed to significantly reduce the BCH Class S Preferred Units preferred return rate and also agreed to waive and defer the accrual of the preferred return as described above. In addition, until January 1, 2025, the hypothetical BCH Class S Preferred Units capital account will only be increased to the extent there are allocations of income during such period. The agreement to waive and not accrue the Quarterly Class S Preferred Return from June 7, 2023 until December 31, 2024 does not affect or waive any Quarterly Class S Preferred Return or hypothetical BCH Class S Preferred capital account already accrued as of the effective date.

Generally, on a quarterly basis and at the election of the holder, the BCH Class S Preferred Units are exchangeable for BCH Class S Ordinary Units on a 1.2-for-1 basis. The BCH Class S Ordinary Units may then be exchanged for Class A common stock as described above. Each conversion into Class A common stock also results in the issuance to Ben LLC of a BCH Class A Units for each share of Class A common stock issued. Holders of BCH Class S Preferred Units may elect to convert into BCH Class S Ordinary Units in connection with a sale or dissolution of BCH.

As of June 30, 2024 and March 31, 2024, a nominal number of shares of BCH Class S Preferred Units have been issued, respectively. Preferred return earned by the BCH Class S Preferred Units from inception in 2019 through June 30, 2024 is $0.2 million. No amounts have been paid to the BCH Class S Preferred Unit holders related to the preferred return from inception through June 30, 2024 and any amounts earned have been accrued and are included in the balance of BCH Class S Preferred Units presented on the consolidated statements of financial condition.

The BCH Class S Preferred Units are recorded in the consolidated statements of financial condition in the noncontrolling interests line item.

FLP Unit Accounts (Subclass 1 and Subclass 2)

FLP Unit Accounts (Subclass 1 and Subclass 2) are non-unitized capital accounts. The FLP Subclass 1 Units (the “FLP-1 Unit Accounts”) were issued to a Related Entity (as defined in Note 13) as part of the initial commercial operations of Ben. The FLP Subclass 2 Units (the “FLP-2 Unit Accounts”) are related to the BMP Equity Incentive Plan. Each subclass of the FLP Unit Accounts, with FLP-1 Unit Accounts (receiving 50.5%) and the FLP-2 Unit Accounts (receiving 49.5%), shall be allocated (i) fifteen percent (15%) of the profits and losses from financing activities of BCH and its subsidiaries and (ii) an amount equal to the lesser of (A) fifty percent (50%) of the revenues of BCH and its tax pass-through subsidiaries, excluding financing activities revenues, and (B) that amount of revenues that will cause the profit margin (as defined in the BCH LPA) to equal twenty percent (20%). Amounts allocated to the FLP Unit Accounts are reinvested equally in additional BCH Class S Ordinary Units and Class S Preferred Units on a quarterly basis at a price equal to the closing price of the units on such exchange on the date of allocation, thereby creating additional BCH Class S Ordinary Units and BCH Class S Preferred Units.

During the three months ended June 30, 2024 and 2023, there was no income allocated to the FLP Unit Accounts (Subclass 1 and 2). Annually, a true up of the quarterly allocations is required to match amounts allocated with annual earnings.

In addition to the above stated amounts, the FLP-1 Unit Accounts and FLP-2 Unit Accounts are entitled to a portion of any upward carrying value adjustment as calculated pursuant to Internal Revenue Code Section 704(b). In the event of an upward carrying value adjustment, the FLP-1 Unit Accounts and FLP-2 Unit Accounts are entitled to first be allocated gains associated with such carrying value adjustment equal to 15% of the value of the capital accounts of all BCH Class A Units and BCH Class S Units, calculated based on the post-adjusted capital accounts of the then outstanding BCH Class A and BCH Class S Units. Immediately following any such allocation, the amount allocated is converted in BCH Class S Ordinary Units at the then determined value. Furthermore, the amount allocated to the FLP-1 Unit Accounts is reduced by the value of any previously allocated amount pursuant to an upward carrying value adjustment, calculated as the number of BCH Class S Units previously received multiplied by the value of those units at the time of any subsequent carrying value adjustment.

As a result of the consummation of the Business Combination, an adjustment to the carrying value of BCH’s assets of $321.9 million occurred. Pursuant to the BCH LPA, approximately 402,383 BCH Class S Ordinary Units would be issuable as a result of the carrying value adjustment. Additionally, subsequent to the Business Combination, additional carrying value adjustments occurred, and approximately 260,000 BCH Class S Ordinary Units would be issuable through June 30, 2024 as a result of such carrying value adjustments, subject to the Compensation Policy. Under the Compensation Policy, unless amended or waived, the number of BCH Class S Ordinary Units that may be issued in 2024 or any subsequent year in connection with the consummation of the Business Combination will be limited and require approval of the Board; provided that any such BCH Class S Ordinary Units that may not be issued in 2024 may be issued in subsequent years in accordance with the Compensation Policy. As of June 30, 2024, there has been no allocation of the carrying value adjustment among the holders of the FLP-1 Unit Accounts and the FLP-2 Unit Accounts and no issuance of any BCH Class S Ordinary Units as a result of such adjustment.

FLP Unit Accounts (Subclass 3)

The FLP Subclass 3 Unit Accounts (the “FLP-3 Unit Accounts”) were issued to, and are currently held by, BHI. The FLP-3 Unit Accounts will be allocated profits from net financing revenues on a quarterly basis equal to the lesser of (i) 5% of the quarterly net financing revenues, or (ii) 10% of the average annualized stated interest (to the extent constituting net financing revenue) of the quarterly average of new loans issued by any subsidiaries of Ben during the previous twelve fiscal quarters.

The FLP-3 Unit Accounts are entitled to tax and other distributions equal to 100% of the amount of profits allocated to the FLP-3 Unit Accounts, and such distributions are not subject to available cash. The FLP-3 Unit Accounts do not have any conversion features or rights.

During the three months ended June 30, 2024 and 2023, there was no income allocated to the FLP-3 Unit Accounts. The Company has not made any distributions related to income allocated to the FLP-3 Unit Accounts through June 30, 2024 and has accrued a liability of $0.9 million and included in the accounts payable and accrued expenses line item of the consolidated statements of financial condition as of June 30, 2024 and March 31, 2024.

Beneficiaries of the Customer ExAlt Trusts

The ultimate beneficiaries of the Customer ExAlt Trusts are the Charitable Beneficiaries, unrelated third-party charities, that are entitled to (i) either, depending on the applicable trust agreements, 2.5% of all distributions received by such Customer ExAlt Trusts or 5.0% of any amounts paid to Ben as payment on amounts due under each ExAlt Loan, (ii) for certain Customer ExAlt Trusts, approximately 10% of the amount of excess cash Collateral, if any, following the full repayment of an ExAlt Loan, and (iii) all amounts accrued and held at the Customer ExAlt Trusts once all amounts due to Ben under the ExAlt Loans and any fees related to Ben’s services to the Customer ExAlt Trusts are paid. The Charitable Beneficiaries’ account balances with respect to its interest in such Customer ExAlt Trusts cannot be reduced to below zero. Any losses allocable to the Charitable Beneficiaries in excess of their account balances are reclassified at each period end to the trusts’ deficit account. Additional Customer ExAlt Trusts are created arising from new liquidity transactions with customers. These new Customer ExAlt Trusts, which are consolidated by Ben, result in the recognition of additional noncontrolling interest representing the interests in these new Customer ExAlt Trusts held by the Charitable Beneficiaries. For the three months ended June 30, 2024 and 2023, nil and $0.1 million, respectively, of additional noncontrolling interests were recognized.

The interests of the Charitable Beneficiaries in the Customer ExAlt Trusts are recorded on the consolidated statements of financial condition in the noncontrolling interests line item.

Class A of CT Risk Management, L.L.C.

On April 1, 2022, a minority interest in the Class A membership of CT Risk Management, L.L.C. (“CT”), a consolidated VIE of Ben (as further discussed in Note 14), was sold for $2.4 million in cash to the third-party involved in the loan participation transaction described in Note 7. As a Class A member of CT, the holder is entitled to distributions first on a pro rata basis with other Class A members until the initial capital contributions are received and 2.0% of any amounts in excess of their capital contributions, to the extent such amounts are available. This interest is recorded on the consolidated statements of financial condition in the noncontrolling interests line item however, for both June 30, 2024 and March 31, 2024, the balance is nil.

13. Equity

Below is a description of the outstanding classes of the equity of the Company, including quasi-equity amounts that are required to be reported as temporary equity between the liabilities and equity sections on the consolidated statements of financial condition. The Amended and Restated LPA of BCH (“BCH LPA”) and the articles of incorporation and bylaws of Beneficient, govern the terms of these equity securities, as applicable. The Company’s governing documents authorize the issuance of additional classes of equity. All equity interests of BCH are limited partnership interests.

Common Stock:

Standby Equity Purchase Agreement

On June 27, 2023, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), whereby the Company has the right, but not the obligation, to sell to Yorkville up to $250.0 million of its shares of the Company’s common stock at the Company’s request any time during the 36 months following the execution of the SEPA, subject to certain conditions. The Company expects to use the net proceeds received from this for working capital and general corporate purposes. The Company paid a structuring fee in cash and a commitment fee in an amount equal to $1.3 million by issuing 5,703 shares of Class A common stock in July 2023.

On September 29, 2023, a resale registration statement on Form S-1 was declared effective by the SEC, thereby permitting sales of Class A common stock to Yorkville under the SEPA. Subsequent to the effectiveness of this resale registration statement and through March 31, 2024, the Company sold a total of 48,818 Class A common shares for a total of $1.3 million in net proceeds.

Preferred Stock:

Under the terms of our articles of incorporation, our Board is authorized to issue up to 250 million shares of preferred stock in one or more series. Through March 31, 2024, 50 million shares of preferred stock are designated as shares of Series A preferred stock and approximately 4 million are designated as shares of Series B preferred stock pursuant to certificates of designation.

Series A Preferred Stock

As of March 31, 2024 and 2023, there were no shares of Series A preferred stock issued and outstanding, respectively.

Maturity. Subject to the redemption and conversion rights described below, shares of Series A preferred stock are perpetual securities.

Voting. Holders of Series A preferred stock are not entitled to vote on any matter, except as required by law.

Series B Preferred Stock

During October 2023, the 3,768,995 shares of Series B-1 preferred stock converted into 172,574 shares of Class A common stock at a price per share of approximately $218.40. No other Series B preferred stock has converted through March 31, 2024.

As of March 31, 2024, there were a total of 226,932 shares of Series B preferred stock, issued and outstanding, respectively. No shares of the Series B preferred stock was outstanding at March 31, 2023.

Maturity. Subject to the redemption and conversion rights described below, shares of Series B preferred stock are perpetual securities.

Priority. Shares of Series B preferred stock rank, with respect to dividend rights and/or distribution rights upon the liquidation, winding up or dissolution, as applicable, of Beneficient as: (i) senior to shares of Class A and Class B Common Stock; (ii) pari passu with Series A Preferred Stock; (iii) senior, pari passu or junior with respect to any other series of preferred stock, as set forth in the terms with respect to such preferred stock; and (iv) junior to all existing and future indebtedness of the Beneficient.

Voting. Holders of Series B preferred stock are not entitled to vote on any matter, expect as required by law.

Optional Conversion. The conversion price is determined generally based on a volume weighted price of the Class A common stock at the time the Series B preferred stock is issued. The conversion price for the various subclasses of Series B preferred stock ranged from $5.38 to $436.80 (the “Conversion Price”). Each share of Series B preferred stock is convertible at the option of the holder thereof into a number of shares of Class A common stock that is equal to $10.00 divided by Conversion Price then in effect as of the date of such notice (the “Conversion Rate”). The Conversion Price shall be subject to reset on certain dates (generally monthly) following the date of issuance of the Series B preferred stock, subject to adjustment, including the reset Conversion Price cannot adjust lower than 50% of the initial Conversion Price or generally, higher than the initial Conversion Price. Based on the shares of Series B preferred stock outstanding as of March 31, 2024, the maximum number of Class A common shares that can be issued upon conversion of the Series B preferred stock is 165,037 shares.

Mandatory Conversion. Each outstanding share of Series B preferred stock will automatically convert into a number of shares of Class A common stock (the “Mandatory Conversion”) at the Conversion Rate then in effect on the date that is the earliest to occur of: (a) 210 calendar days (for Series B-1 preferred stock) and 60 months (for the other Series B preferred stock subclasses) after the Original Issue Date, subject to certain conditions, (b) if the conditions of clause (a) are not met on the date that is 210 calendar days (for Series B-1 preferred stock) and 60 months (for the other Series B preferred stock subclasses) following the Original Issue Date, the first date thereafter on which any shares of Series B preferred stock may be resold pursuant to Rule 144 under the Securities Act or the Resale Registration Statement has become effective and, applicable only to the Series B-1 preferred stock, (c) the one year anniversary of the Original Issue Date. The Series B-1 preferred stock shall not convert into Class A common stock to the extent such conversion would cause a holder to exceed 9.99% (the “Beneficial Ownership Limitation”) of the number of shares of the Class A common stock outstanding immediately after giving effect to conversion, while the other subclasses of Series B preferred stock have a 4.99% Beneficial Ownership Limitation.

Redeemable Noncontrolling Interests:

Preferred Series A Subclass 0 Unit Accounts

The BCH Preferred A.0 receives a quarterly guaranteed payment calculated as 6% of the BCH Preferred A.0’s initial capital account balance on an annual basis, or 1.50% per fiscal quarter. The Preferred A.0 does not receive any allocations of profits, except to recoup losses previously allocated. The guaranteed payment to BCH Preferred A.0 is not subject to available cash and has priority over all other distributions made by BCH. BCH and the holders of the BCH Preferred A.0 entered into an agreement to defer the guaranteed payment to November 15, 2024; provided that such a guaranteed payment may be made prior to November 15, 2024 if the Audit Committee of the Board of Directors, determines that making such payment, in part or in full, would not cause Ben to incur a going concern issue. The guaranteed payment accrual totaled $37.7 million and $20.9 million as of March 31, 2024 and 2023, respectively, and is included in the accounts payable and accrued expenses line item of the consolidated statements of financial condition.

The BCH Preferred A.0 can be converted into Class S Units at the election of the holder, at a price equal to the average of (i) $840.00, and (ii) the volume-weighted average closing price of Class A common stock for the twenty (20) days preceding the applicable exchange date; provided, that from the effectiveness of the BCH LPA through December 31, 2027, such conversion price shall not be less than $840.00.

Finally, a holder of BCH Preferred A.0, subsequent to January 1, 2023, may elect to require a redemption by BCH of up to 12.5% of his or her respective BCH Preferred A.0 Capital Account for any rolling twelve-month period; provided that such holder shall not be permitted to redeem more than 50% of such holder’s BCH Preferred A.0 Capital Account in the aggregate. Subsequent to January 1, 2023, if a holder of BCH Preferred A.0 continues to hold BCH Preferred A.1, such holder may elect on a quarterly basis to convert additional BCH Preferred A.1 held by such holder to BCH Preferred A.0 up to an amount equal to 12.5% of such holder’s initial BCH Preferred A.0 capital account; provided that such holder’s post-conversion capital account balance in respect of all BCH Preferred A.0 held by such holder does not exceed such holder’s initial BCH Preferred A.0 capital account.

The BCH Preferred A.0 Unit Accounts are recorded in the consolidated statements of financial condition in the redeemable noncontrolling interest line item.

The following table presents a rollforward of the redeemable noncontrolling interests for the years ended March 31, 2024 and 2023:

(Dollars in thousands)	Preferred Series A.0			Preferred Series A.1			Noncontrolling Interests
	Redeemable Noncontrolling Interests						Total Redeemable
(Dollars in thousands)	Preferred Series A.0			Preferred Series A.1			Noncontrolling Interests
Balance, March 31, 2022		249,907			742,331			992,238
Net income (loss)		15,822			(4,298	)		11,524
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up		—			(314	)		(314	)
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return		—			(37,133	)		(37,133	)
Transfer from BCH Preferred Series A.1 Unit Accounts to BCH Preferred Series A.0 Unit Accounts		1,145			(1,145	)		—
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual		(15,822	)		—			(15,822	)
Balance, March 31, 2023		251,052			699,441			950,493
Beginning balance		251,052			699,441			950,493
Net income (loss)		16,793			—			16,793
Reclass of BCH Preferred A.1 from temporary to permanent equity		—			(699,441	)		(699,441	)
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual		(16,793	)		—			(16,793	)
Balance, March 31, 2024	$	251,052		$	—		$	251,052
Ending balance	$	251,052		$	—		$	251,052

Noncontrolling Interests:

The following table presents a rollforward of the noncontrolling interests for the years ended March 31, 2024 and 2023:

(Dollars in thousands)	Trusts			BCH Class S Ordinary			BCH Class S Preferred			FLP			BCH Preferred Series A.1			BCH Preferred Series C			Class A of CT			Total Noncontrolling Interests
	Noncontrolling Interests
(Dollars in thousands)	Trusts			BCH Class S Ordinary			BCH Class S Preferred			FLP			BCH Preferred Series A.1			BCH Preferred Series C			Class A of CT			Total Noncontrolling Interests
Balance, March 31, 2022		982			69,831			1,315			—			—			205,759			—			277,887
Net income (loss)		(117,861	)		(16,987	)		—			3,166			—			—			(962	)		(132,644	)
Noncontrolling interest reclass		—			1,116			1,117			(2,233	)		—			—			—			—
Payment of employee payroll taxes on restricted equity units		—			(459	)		(460	)		—			—			—			—			(919	)
Distribution to noncontrolling interest		—			—			—			—			—			—			(131	)		(131	)
Noncash issuance of noncontrolling interest		299			—			—			—			—			—			—			299
Reclass of distributions payable to noncontrolling interest holder		(1,719	)		—			—			—			—			—			—			(1,719	)
Reclass of allocated income for FLP Subclass 3 to payable		—			—			—			(933	)		—			—			—			(933	)
Issuance of noncontrolling interest		—			—			—			—			—			—			2,430			2,430
Annual reallocation of FLP		—			(941	)		(1,116	)		—			—			—			—			(2,057	)
Balance, March 31, 2023		(118,299	)		52,560			856			—			—			205,759			1,337			142,213
Beginning balance		(118,299	)		52,560			856			—			—			205,759			1,337			142,213
Net income (loss)		(44,175	)		(48,676	)		(856	)		—			(484,556	)		—			(1,068	)		(579,331	)
Issuance of shares in connection with recent financings		133			—			—			—			—			—			—			133
Reclass of distributions payable to noncontrolling interest holder		(1,170	)		—			—			—			—			—			—			(1,170	)
Reduction of noncontrolling interest in connection with recent financings		(3,272	)		—			—			—			—			—			—			(3,272	)
Issuance of noncontrolling interest in connection with recent financings		79			—			—			—			—			—			—			79
Conversion of BCH Class S Ordinary to Class A common stock		—			(3,884	)		—			—			—			—			—			(3,884	)
Conversion of Preferred Series C to Class A common stock		—			—			—			—			—			(205,759	)		—			(205,759	)
Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return		—			—			—			—			(6,942	)		—			—			(6,942	)
Reclass of BCH Preferred A.1 from temporary to permanent equity		—			—			—			—			699,441			—			—			699,441
Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings		992			—			—			—			—			—			—			992
Distribution to noncontrolling interest		—			—			—			—			—			—			(269	)		(269	)
Balance, March 31, 2024	$	(165,712	)	$	—		$	—		$	—		$	207,943		$	—		$	—		$	42,231
Ending balance	$	(165,712	)	$	—		$	—		$	—		$	207,943		$	—		$	—		$	42,231

Preferred Series A Subclass 1 Unit Accounts

The BCH Preferred A.1 Unit accounts are issued by BCH and are non-participating and convertible on a dollar basis.

The weighted average preferred return rate for the years ended March 31, 2024 and 2023, was approximately 0.23% and 1.38%, respectively. No amounts have been paid to the BCH Preferred A.1 holders related to the preferred return from inception through March 31, 2024, and any amounts earned have been accrued and are included in the balance of redeemable noncontrolling interests presented on the consolidated statements of financial condition. As of March 31, 2024, approximately $106.1 million of preferred return related to the BCH Preferred A.1 has not been allocated to its holders due to insufficient income during those periods to fully satisfy the preferred return and will be allocable to the BCH Preferred A.1 holders in future quarterly periods to the extent that sufficient income, if any, is available for such allocation. In accordance with the BCH LPA, the preferred rate was waived and will not accrue from June 7, 2023 until December 31, 2024, except to the extent of allocations of income to the holders of the BCH Preferred A.1, in which event distributions may be requested by the holders of the BCH Preferred A.1, and if not requested, such amounts shall be accrued. In connection with the consummation of the Business Combination, the holders of the BCH Preferred A.1 agreed to significantly reduce the BCH Preferred A.1 return rate and also agreed to waive and defer the accrual of the preferred return as described above. In addition, until January 1, 2025, the hypothetical BCH Preferred A.1 capital account will only be increased to the extent there are allocations of income during such period. The agreement to waive and not accrue the Quarterly Preferred Series A.1 Return from the effective date of the BCH LPA until December 31, 2024 does not affect or waive any Quarterly Preferred Series A.1 Returns or hypothetical BCH Preferred A.1 capital account already accrued as of the effective date. Additionally, certain BCH Preferred A.1 holders agreed to be specially allocated any income or losses associated with the BMP Equity Incentive Plan, and certain other costs.

Beginning January 1, 2025, BCH Preferred A.1 may be converted into BCH Class S Ordinary Units at the election of the holder, subject to a 20% annual conversion limit through December 31, 2029 as set forth in the BCH LPA; provided, that if the conversion price for the BCH Preferred A.1 equals or exceeds $1,440.00 on December 31 of any such calendar year, the annual conversion limit shall no longer be applicable. Upon conversion, the holder shall be issued BCH Class S Ordinary Units in an amount equal to the capital account balance associated with the BCH Preferred A.1 being converted divided by a price equal to the average closing price of Class A common stock for the thirty (30) days preceding the applicable exchange date; provided, that from the effectiveness of the BCH LPA through December 31, 2027, such conversion price shall not be less than $840.00. The holder of such newly issued BCH Class S Ordinary Units may immediately convert them into Class A common stock.

The BCH LPA also includes certain limitations of BCH, without the consent of a majority-in-interest of the Preferred Series A Unit Account holders, to i) issue any new equity securities and ii) except as otherwise provided, incur indebtedness that is senior to or pari passu with any right of distribution, redemption, repayment, repurchase or other payments relating to the Preferred Series A Unit Accounts. Further, BCH cannot, prior to the conversion of all the Preferred Series A Unit Accounts, incur any additional long-term debt unless i) after giving effect to the incurrence of the new long-term debt on a pro forma basis, the sum of certain preferred stock, existing debt and any new long-term indebtedness would not exceed 55% of the BCH’s NAV plus cash on hand, and ii) at the time of incurrence of any new long-term indebtedness, the aggregate balance of the BCH’s (including controlled subsidiaries) debt plus such new long-term debt does not exceed 40% of the sum of the NAV of the interests in alternative assets supporting the Collateral underlying the loan portfolio of BCH and its subsidiaries plus cash on hand at Ben, BCH and its subsidiaries. Upon the effectiveness of the BCH LPA, the redemption feature of the BCH Preferred A.1 was removed, which resulted in the BCH Preferred A.1 no longer being required to be presented in temporary equity in the consolidated statement of financial condition as of June 30, 2023.

As of March 31, 2024, the BCH Preferred A.1 are recorded in the consolidated statements of financial condition in the noncontrolling interest line item. As of March 31, 2023, the BCH Preferred A.1 are recorded in the consolidated statements of financial condition in the redeemable noncontrolling interest line item.

Preferred Series C Subclass 1 Unit Accounts

The BCH Preferred C.1 are non-participating and convertible. The Preferred Series C purchased by GWG Holdings under the Preferred Series C Unit Purchase Agreement (“UPA”) will automatically exchange for BCG Common Units, or another unit of Ben as the parties may mutually agree (the “Ben Units”), at the lower of (i) the volume-weighted average of the Ben Units for the 20 trading days following the listing of Common Units of Ben on a national securities exchange, and (ii) $1,020. The Preferred C.1 could also be exchanged to BCG common units at the discretion of the holder under certain conditions.

Account holders are entitled to a compounded quarterly preferred return based on a fraction, the numerator of which is (a) the sum of an inflation adjustment amount, plus (1) 0.5% prior to the initial public listing and (2) 0.75% following the initial public listing, and the denominator of which is (b) 1 minus the means of the highest effective marginal combined U.S. federal, state and local income tax rate (including the rate of taxes under Section 1411 of the Code) for a Fiscal Year prescribed for an individual resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitations described in Sections 67 and 68 of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes), based on the Partnership’s most recently filed IRS form 1065.

The only conversion, redemption, or exchange rights available to the BCH Preferred C.1 are those rights afforded in accordance with the Preferred Series C UPA, or such similar agreement. While any amount of Preferred Series C Unit Accounts are outstanding, BCH cannot make any distributions, other than tax distributions and redemptions, distributions upon a liquidation of BCH, and distributions of net consideration received from a sale of BCH, without the prior consent of a majority in interest of the holders of the Preferred Series C Unit Accounts.

The weighted average preferred return rate for the years ended March 31, 2024 and 2023 was approximately 0.23% and 1.38%, respectively. No amounts have been paid to the BCH Preferred C.1 holders related to the preferred return since issuance, and any amounts earned have been accrued and are included in the balance of noncontrolling interests presented on the consolidated statements of financial condition. There was no BCH Preferred C.1 issued during the years ended March 31, 2024 and 2023.

Pursuant to the UPA executed in 2020, the BCH Preferred C-1 Unit Accounts automatically converted on July 10, 2023 into 550,510 shares of Class A common stock at approximately $372.80 per share, which represents the volume-weighted average trading price of the Class A common stock for the 20 trading days following the closing of the Business Combination.

The BCH Preferred C.1 were recorded in the consolidated statements of financial condition in the noncontrolling interest line item for periods presented prior to their conversion to Class A common stock of Beneficient.

Class S Ordinary Units

As of March 31, 2024 and 2023, BCH, a subsidiary of Ben, had issued 67.0 thousand and 72.0 thousand BCH Class S Ordinary Units, respectively, which were all outstanding on each of the respective dates. The BCH Class S Ordinary Units participate on a pro-rata basis in the share of the profits or losses of BCH and subsidiaries following all other allocations made by BCH and its subsidiaries. As limited partner interests, these units have limited voting rights and do not entitle participation in the management of the Company’s business and affairs. At the election of the holder, the BCH Class S Ordinary Units are exchangeable quarterly for Class A common stock on a one-for-one basis. Each conversion also results in the issuance to Ben LLC of a BCH Class A Unit for each share of Class A common stock issued.

On June 8, 2023, 5,057 BCH Class S Ordinary Units ultimately converted into shares of Class A common stock on a one-to-one basis pursuant to the terms of the Exchange Agreement and the BCH LPA.

The BCH Class S Ordinary Units are recorded in the consolidated statements of financial condition in the noncontrolling interests line item.

Class S Preferred Units

The BCH Class S Preferred Units also participate on a pro-rata basis in the share of the profits or losses of BCH and subsidiaries following all other allocations made by BCH and its subsidiaries. As limited partner interests, these units are generally non-voting and do not entitle participation in the management of the Company’s business and affairs. The BClass S Preferred Units are entitled to a quarterly preferred return. In accordance with the BCH LPA, the preferred rate was waived and will not accrue from June 7, 2023 until December 31, 2024, except to the extent of allocations of income to the holders of the BCH Class S Preferred Units. In connection with the consummation of the Business Combination, the holders of the BCH Class S Preferred Units agreed to significantly reduce the BCH Class S Preferred Units preferred return rate and also agreed to waive and defer the accrual of the preferred return as described above. In addition, until January 1, 2025, the hypothetical BCH Class S Preferred Units capital account will only be increased to the extent there are allocations of income during such period. The agreement to waive and not accrue the Quarterly Class S Preferred Return from June 7, 2023 until December 31, 2024 does not affect or waive any Quarterly Class S Preferred Return or hypothetical BCH Class S Preferred capital account already accrued as of the effective date.

Generally, the BCH Class S Preferred Units are exchangeable for BCH Class S Ordinary Units in Ben on a 1.2-for-1 basis, subject to customary conversion rate adjustments for splits, distributions and reclassifications, as well as compliance with any applicable vesting and transfer restrictions. The BCH Class S Ordinary may then be exchanged for Class A common stock as described above. Each conversion into Class A common stock also results in the issuance to Ben LLC of a BCH Class A

Units for each share of Class A common stock issued. Holders of BCH Class S Preferred Units may elect to convert into BCH Class S Ordinary Units in connection with a sale or dissolution of BCH.

As of March 31, 2024 and 2023, a nominal number of shares of BCH Class S Preferred Units have been issued, respectively. Preferred return earned by the BCH Class S Preferred Units from inception in 2019 through March 31, 2024 is $0.2 million. No amounts have been paid to the BCH Class S Preferred Unit holders related to the preferred return from inception through March 31, 2024 and any amounts earned have been accrued and are included in the balance of BCH Class S Preferred Units presented on the consolidated statements of financial condition.

The BCH Class S Preferred Units are recorded in the consolidated statements of financial condition in the noncontrolling interests line item.

FLP Unit Accounts (Subclass 1 and Subclass 2)

FLP Unit Accounts (Subclass 1 and Subclass 2) are non-unitized capital accounts. The FLP Subclass 1 Units (the “FLP-1 Unit Accounts”) were issued to a Related Entity (as defined in Note 16) as part of the initial commercial operations of Ben. The FLP Subclass 2 Units (the “FLP-2 Unit Accounts”) are related to the BMP Equity Incentive Plan. Each subclass of the FLP Unit Accounts with FLP-1 Unit Accounts (receiving 50.5%) and the FLP-2 Unit Accounts (receiving 49.5%), shall be allocated (i) fifteen percent (15%) of the profits from financing activities of BCH and its subsidiaries and (ii) an amount equal to the lesser of (A) fifty percent (50%) of the revenues of BCH and its tax pass-through subsidiaries, excluding financing activities revenues, and (B) that amount of revenues that will cause the profit margin (as defined in the BCH LPA) to equal twenty percent (20%). Amounts allocated to the FLP Unit Accounts are reinvested equally in additional BCH Class S Ordinary Units and Class S Preferred Units on a quarterly basis at a price equal to the closing price of the units on such exchange on the date of allocation, thereby creating additional BCH Class S Ordinary Units and BCH Class S Preferred Units.

During the years ended March 31, 2024 and 2023, nil and $2.2 million of income was initially allocated to the FLP Unit Accounts (Subclass 1 and 2). Annually, a true up of the quarterly allocations is required to match amounts allocated with annual earnings. No reallocation during the year ended March 31, 2024 was needed as no income allocations occurred during the quarterly periods. During the year ended March 31, 2023, the annual reallocation, which occur on a calendar year basis, was for $2.1 million.

As a result of the consummation of the Business Combination, an adjustment to the carrying value of BCH’s assets of $321.9 million occurred. Pursuant to the BCH LPA, approximately 402,383 BCH Class S Ordinary Units would be issuable as a result of the carrying value adjustment. Additionally, subsequent to the Business Combination, additional carrying value adjustments occurred, and approximately 160,000 BCH Class S Ordinary Units would be issuable through March 31, 2024 as a result of such carrying value adjustments, subject to the Compensation Policy. Under the Compensation Policy, unless waived or amended, the number of BCH Class S Ordinary Units that may be issued in 2024 or any subsequent year in connection with the such carrying value adjustments will be restricted and require approval of the Board; provided that any such BCH Class S Ordinary Units that may not be issued in 2024 may be issued in subsequent years in accordance with the Compensation Policy. As of March 31, 2024, there has been no allocation of the carrying value adjustment among the holders of the FLP-1 Unit Accounts and the FLP-2 Unit Accounts and no issuance of any BCH Class S Ordinary Units as a result of such adjustment.

FLP Unit Accounts (Subclass 3)

During the years ended March 31, 2024 and 2023, nil and $0.9 million was allocated to the FLP-3 Unit Accounts. The Company has not made any distributions related to income allocated to the FLP-3 Unit Accounts through March 31, 2024 and has accrued a liability of $0.9 million included in the accounts payable and accrued expenses line item of the consolidated statements of financial condition.

Beneficiaries of the Customer ExAlt Trusts

The ultimate beneficiaries of the Customer ExAlt Trusts are the Charitable Beneficiaries, unrelated third-party charities, that are entitled to i) either, depending on the applicable trust agreements, 2.5% of all distributions received by such Customer ExAlt Trusts or 5.0% of any amounts paid to Ben as payment on amounts due under each ExAlt Loan, ii) for certain Customer ExAlt Trusts, approximately 10% of the amount of excess cash Collateral, if any, following the full repayment of an ExAlt Loan; and (iii) all amounts accrued and held at the Customer ExAlt Trusts once all amounts due to Ben under the ExAlt Loans and any fees related to Ben’s services to the Customer ExAlt Trusts are paid. The Charitable Beneficiaries’ account balances with respect to its interest in such Customer ExAlt Trusts cannot be reduced to below zero. Any losses allocable to the Charitable Beneficiaries in excess of their account balances are reclassified at each period end to the trusts’ deficit account. Additional Customer ExAlt Trusts are created arising from new liquidity transactions with customers. These new Customer ExAlt Trusts, which are consolidated by Ben, result in the recognition of additional noncontrolling interest representing the interests in these new Customer ExAlt Trusts held by the Charitable Beneficiaries. For the years ended March 31, 2024 and 2023, these new Customer ExAlt Trusts resulted in the recognition of additional noncontrolling interest of $1.1 million and $0.3 million, respectively.

The interests of the Charitable Beneficiaries in the Customer ExAlt Trusts are recorded on the consolidated statements of financial condition in the noncontrolling interests line item.

Class A of CT Risk Management, L.L.C.

On April 1, 2022, a minority interest in the Class A membership of CT Risk Management, L.L.C., a consolidated VIE of Ben (as further discussed in Note 17), was sold for $2.4 million in cash to the third-party involved in the loan participation transaction described in Note 10. During the year ended March 31, 2023, BFF purchased $0.1 million of the member interest back from the controlling interest holder. As a Class A member of CT Risk Management, the holder is entitled to distributions first on a pro rata basis with other Class A members until the initial capital contributions are received and 2.0% of any amounts in excess of their capital contributions, to the extent such amounts are available. As such, this interest is recorded on the consolidated statements of financial condition in the noncontrolling interests line item. During the year ended March 31, 2024, a distribution of $0.3 million was made to a noncontrolling interest holder of CT.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Share-Based Payment Arrangement [Abstract]

Share-based Compensation (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Schedule of Share-Based Payment Award, Valuation Assumptions

There were no BMP Equity Units granted during the three months ended June 30, 2024. The table below summarizes the key inputs used in the valuation of the BMP Equity Units granted during the three months ended June 30, 2023:

Unobservable Inputs	Three Months Ended June 30, 2023
Expected term in years		4
Discount rate		32.1	%
Discount for lack of marketability		23.1	%
Long-term growth rate (after discrete projection period)		2.5	%

There were no BMP Equity Units granted during the year ended March 31, 2024. The table below summarizes the key inputs used in the valuation of the BMP Equity Units granted during the period ended below:

	Range of Targets
Unobservable Inputs	Year Ended March 31, 2023
Expected term in years		4
Discount rate		32.1	%
Discount for lack of marketability		23.1	%
Long-term growth rate (after discrete projection period)		2.5	%

Schedule of Share-Based Payment Arrangement, Activity

The following table summarizes the award activity, in units, for the BMP and Ben Equity Incentive Plans during the three months ended June 30, 2024:

	BMP					RSU
(units in thousands)	Units			Weighted Average Grant Date Fair Value per Unit		Units			Weighted Average Grant Date Fair Value per Unit
Balance, March 31, 2024		117		$	10.34		26		$	375.47
Granted during the period		35			10.67		8			10.00
Vested during the period		(15	)		10.09		(3	)		800.00
Forfeited during the period		(10	)		10.67		(2	)		322.36
Balance, June 30, 2024		92		$	10.35		21		$	319.06

The following table summarizes the award activity, in units, for the BMP and Ben Equity Incentive Plans during the years ended March 31, 2024 and 2023:

	BMP					RSU
(units in thousands)	Units			Weighted Average Grant Date Fair Value per Unit		Units			Weighted Average Grant Date Fair Value per Unit
Balance, March 31, 2022		1,118		$	9.78		23		$	10.00
Granted during the period		35			10.67		8			10.00
Vested during the period		(646	)		9.73		(8	)		10.00
Forfeited during the period		(69	)		10.00		(1	)		10.00
Balance, March 31, 2023		438		$	10.04		22		$	10.00
Granted during the period		—			—		51			2.73
Vested during the period		(287	)		9.75		(40	)		5.17
Forfeited during the period		(34	)		10.18		(7	)		4.09
Balance, March 31, 2024		117		$	10.34		26		$	4.69

Schedule of Share-Based Payment Arrangement, Cost by Plan

The following table presents the components of share-based compensation expense, included in employee compensation and benefits, recognized in the consolidated statements of comprehensive income (loss) for the three months ended June 30, 2024 and 2023:

(dollars in thousands)	2024		2023
	Three Months Ended June 30,
(dollars in thousands)	2024		2023
BMP equity units	$	113	$	675
Restricted stock units		832		8,723
Preferred equity		—		286
Other⁽¹⁾		49		17,317
Total share-based compensation	$	994	$	27,001

⁽¹⁾	For the quarter ended June 30, 2023 includes $15.0 million of compensation recognized related to the BCG Recapitalization and $2.3 million recognized for equity based compensation issued to employees for Ben Liquidity transactions.

(dollars in thousands)	2024		2023
	Year Ended March 31,
(dollars in thousands)	2024		2023
BMP equity units	$	1,854	$	4,297
Restricted stock units		18,415		4,358
Preferred equity		858		1,430
Other⁽¹⁾		17,976		—
Total share-based compensation	$	39,103	$	10,085

⁽¹⁾

Includes $15.0 million of compensation recognized related to the BCG Recapitalization and $3.0 million recognized for equity based compensation issued to employees for Ben Liquidity transactions.

Schedule of Share-Based Payment Arrangement, Nonvested Award, Cost

(dollars in thousands)	BMP		RSU		Commissions		Total
2025	$	331	$	1,650	$	142	$	2,123
2026		225		1,871		60		2,156
2027		14		883		—		897
2028		—		372		—		372
2029		—		—		—		—
2029
Total	$	570	$	4,776	$	202	$	5,548

(dollars in thousands)	BMP		RSU		Commissions		Total
Year one
2025	$	540	$	2,894	$	191	$	3,625
Year two	$	540	$	2,894	$	191	$	3,625
2026		242		2,096		60		2,398
Year three		242		2,096		60		2,398
2027		14		994		—		1,008
Year four		14		994		—		1,008
2028		—		—		—		—
Year five		—		—		—		—
2029		—		—		—		—
Year six		—		—		—		—
Total	$	796	$	5,984	$	251	$	7,031
Weighted-average period to be recognized		1.56		2.64		1.40

Net Income (Loss) per Share

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Net loss per common share - basic and diluted (1) (2)

Net Income (Loss) per Share

11. Net Income (Loss) per Share

Basic net income (loss) attributable to Beneficient per common share for the three months ended June 30, 2024 and 2023, is as follows:

	2024			2023
(Dollars in thousands)	Three Months Ended June 30,
	2024			2023
Net income (loss)	$	44,310		$	(1,155,970	)
Plus: Net loss attributable to noncontrolling interests		7,713			44,552
Less: Noncontrolling interest guaranteed payment		(4,356	)		(4,105	)
Net income (loss) attributable to Beneficient common shareholders	$	47,667		$	(1,115,523	)
Net income (loss) attributable to Class A common shareholders		44,770			(1,013,454	)
Net income (loss) attributable to Class B common shareholders		2,897			(102,069	)
Net income (loss) attributable to Beneficient common shareholders		2,897			(102,069	)

Basic weighted average of common shares outstanding
Class A		3,696,979			2,302,000
Class B		239,256			239,256
Basic weighted average of common shares outstanding		239,256			239,256

Basic net income (loss) attributable to Beneficient per common share
Class A	$	12.11		$	(440.25	)
Class B	$	12.11		$	(426.61	)
Basic net income (loss) attributable to Beneficient per common share	$	12.11		$	(426.61	)

Diluted net income attributable to Beneficient per common share for the three months ended June 30, 2024, is as follows:

(Dollars in thousands)
Diluted income per share	Three Months Ended June 30, 2024
Net income attributable to Beneficient common shareholders - Basic	$	47,667
Less: Net loss attributable to noncontrolling interests - Ben		(7,187	)
Plus: Noncontrolling interest guaranteed payment		4,356
Net income attributable to Beneficient common shareholders - Diluted	$	44,836

Basic weighted average of common shares outstanding (Class A and Class B)		3,936,235
Dilutive effect of:
Preferred Series B-1		165,151
Class S Ordinary		66,982
Class S Preferred		605
Preferred Series A Subclass 0		62,093,987
Preferred Series A Subclass 1		199,826,619
Restricted Stock Units		21,118
Dilutive effect		21,118
Diluted weighted average of common shares outstanding (Class A and Class B)		266,110,697

Diluted net income attributable to Beneficient per common share (Class A and Class B)	$	0.17

For the quarter ended June 30, 2023, as the Company was in a net loss position, the diluted EPS calculation for the Beneficient common shareholders is the same as basic EPS per common share disclosed above for that period. Diluted EPS for the Class A shareholders is $(440.25) and diluted EPS for the Class B shareholders is $(426.61) for the three months ended June 30, 2023.

In computing diluted net loss per share, we considered potentially dilutive shares. Anti-dilutive shares not recognized in the diluted net loss per share calculation for the three months ended June 30, 2024 and 2023, were as follows:

	2024		2023
	Shares
	Three Months Ended June 30,
	2024		2023
Class S Ordinary		—		68,900
Class S Preferred		—		605
Preferred Series A Subclass 0		—		32,060,425
Preferred Series A Subclass 1		—		112,360,624
Preferred Series C Subclass 1		—		550,510
Restricted Stock Units		129,002		99,581
Warrants		30,874,686		29,696,875
Total anti-dilutive shares		31,003,688		174,837,520

Conversion of BCH Preferred C-1 Unit Accounts

Pursuant to the UPA, on July 10, 2023, the BCH Preferred C-1 Unit Accounts automatically converted into 550,510 shares of Class A common stock at approximately $372.80 per share, which represents the volume-weighted average trading price of the Class A common stock for the 20 trading days following the closing of the Business Combination.

Conversion of Series B-1 Preferred Stock

On October 3, 2023, 3,768,995 shares of Series B-1 preferred stock converted into 172,574 shares of Class A common stock at a price per share of approximately $218.40.

Warrants

The disclosed amount of anti-dilutive securities for the warrants does not consider the assumed proceeds under the treasury stock method as the exercise price was greater than the average market price of the Class A common stock, which results in negative incremental shares, that would be anti-dilutive.

14. Net Loss per Share

Net Income (Loss) per Share

Basic and diluted net loss attributable to Beneficient per common share for the years ended March 31, 2024 and 2023, are as follows:

(Dollars in thousands)	2024			2023
	Year Ended March 31,
(Dollars in thousands)	2024			2023
Net loss	$	(2,658,180	)	$	(252,100	)
Less: Net (income) loss attributable to noncontrolling interests		579,332			136,942
Less: Noncontrolling interest guaranteed payment		(16,793	)		(15,822	)
Net loss attributable to Beneficient		(2,095,641	)		(130,980	)
Net loss attributable to Beneficient common shareholders	$	(2,095,641	)	$	(130,980	)
Net loss attributable to Class A common shareholders		(1,955,861	)		(118,402	)
Net loss attributable to Class B common shareholders		(139,780	)		(12,578	)
Net loss attributable to Beneficient common shareholders		(139,780	)		(12,578	)
Net income (loss) attributable to Beneficient common shareholders		(139,780	)		(12,578	)

Weighted average of common shares outstanding — basic and diluted
Class A		2,904,851			2,252,228
Class B		239,256			239,256

Net loss attributable to Beneficient per common share - Basic and Diluted
Class A	$	(673.31	)	$	(52.57	)
Class B	$	(584.23	)	$	(52.57	)

In computing diluted net loss per share, we considered potentially dilutive shares. Anti-dilutive shares not recognized in the diluted net loss per share calculation for the years ended March 31, 2024 and 2023, were as follows:

	2024		2023
	Shares
	Year Ended March 31,
	2024		2023
Series B Preferred Stock		29,786		—
Class S Ordinary		67,936		72,948
Class S Preferred		606		1,171
Preferred Series A Subclass 0		1,044,524		247,450
Preferred Series A Subclass 1		3,510,235		797,395
Preferred Series C		151,917		200,861
Restricted Stock Units		100,214		105,133
Warrants		312,012		—
Total anti-dilutive securities		5,217,230		1,424,958

Conversion of BCH Preferred C-1 Unit Accounts

Conversion of Series B-1 Preferred Stock

On October 3, 2023, 3,768,995 shares of Series B-1 preferred stock converted into 172,574 shares of Class A common stock at a price per share of approximately $218.40.

Warrants

Fair Value Measurements

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

6. Fair Value Measurements

Fair value is estimated based on a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels whereby the highest priority is given to Level 1 inputs and the lowest to Level 3 inputs.

●

Level 1 - Quoted prices for identical instruments in active markets that the reporting entity has the ability to access as of the measurement date.

●

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable market data.

●

Level 3 - Valuations for instruments with inputs that are significant and unobservable, are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such instruments.

This hierarchy requires the use of observable market data when available. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Investments that are valued using NAV as a practical expedient are excluded from this hierarchy.

As of June 30, 2024 and March 31, 2024, the fair value of these investments using the NAV per share practical expedient was $297.9 million and $293.9 million, respectively. During the three months ended June 30, 2024 and 2023, gains of $11.0 million and $0.5 million, respectively, were recognized from changes in NAV, which are recorded within the investment income (loss), net, line item of our consolidated statements of comprehensive income (loss).

Financial instruments on a recurring basis

The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on June 30, 2024 and March 31, 2024 are presented below.

	As of June 30, 2024
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Public equity securities	$	4,140	$	—	$	—	$	4,140
Other equity interests		—		194		—		194
Debt securities available-for-sale, other		—		477		1,942		2,419
Liabilities:
Warrant liability		180		—		—		180
Prepaid forward liability		14		—		—		14

	As of March 31, 2024
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Public equity securities	$	4,897	$	—	$	—	$	4,897
Other equity interests		—		558		—		558
Debt securities available-for-sale, other		—		998		1,964		2,962
Liabilities:
Warrant liability		178		—		—		178
Prepaid forward liability		14		—		—		14

A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands):

	2024			2023
	Three Months Ended June 30,
	2024			2023
Public equity securities:
Related party equity securities	$	—		$	(3,566	)
Other public equity securities		(757	)		(220	)
Put options		—			(2,328	)
Warrant liability		(2	)		1,485
Prepaid forward liability		—			(92	)
Derivative liability		—			1,418
Other equity securities and interests
Related party, with a readily determinable fair value		(365	)		—
Other, without a readily determinable fair value		(59	)		(158	)
Gain (loss) on financial instruments, net	$	(1,183	)	$	(3,461	)

The following is a description of the valuation methodologies used for financial instruments measured at fair value on a recurring basis:

Investment in other equity securities and interests with a readily determinable fair value

As of June 30, 2024 and March 31, 2024, the fair value of these equity interests is calculated using quoted prices for similar instruments observed in the equity capital markets and is classified as a Level 2 investment in the fair value hierarchy.

Investment in debt securities available-for-sale

Other debt securities. The fair value of these debt securities is calculated using the market approach adjusted for the recoverability of the security. The following table provides quantitative information about the significant unobservable inputs used in the fair value measure of the Level 3 other debt securities (dollars in thousands):

	Fair Value		Valuation Methodology	Unobservable Inputs	Range	Weighted Average
June 30, 2024	$	1,942	Market Approach	Enterprise value-to-revenue multiple	0.2x - 18.9x	1.80x
March 31, 2024	$	1,964	Market Approach	Enterprise value-to-revenue multiple	0.2x - 18.9x	1.77x

The following table reconciles the beginning and ending fair value of our Level 3 other debt securities:

	2024			2023
(Dollars in thousands)	Three Months Ended June 30,
	2024			2023
Beginning balance	$	1,964		$	2,078
Gains (losses) recognized in accumulated other comprehensive income (loss)⁽¹⁾		(22	)		105
Ending balance	$	1,942		$	2,183

(1)

Recorded in unrealized gain (loss) on available-for-sale debt securities.

Derivative liability

The fair value of the contingent interest feature derivative liability, as discussed in Note 7, is estimated using industry standard valuation models. Level 3 inputs were utilized to value the expected future cash flows from the portfolio held by the Customer ExAlt Trust and included the use of present value techniques employing cash flow estimates and incorporated assumptions that marketplace participants would use in estimating fair values. Specifically, the model includes assumptions related to (i) equity market risk premiums, (ii) alternative asset beta to public equities, (iii) NAVs, (iv) volatilities, (v), distribution rates, and (vi) market discount rates. These expected future cash flows were bifurcated between base cash flows and enhanced return cash flows (i.e., the contingent interest) and then the enhanced cash flows were further discounted to arrive at the fair value for the contingent interest feature derivative liability. In instances where reliable market information was not available, management used historical market data proxies and assumptions to determine a reasonable fair value.

The derivative liability was extinguished along with its related debt on October 18, 2023, as discussed in Note 7.

The following table reconciles the beginning and ending fair value of our Level 3 derivative liability:

	Three Months Ended June 30,
	2023
Beginning balance	$	3,513
Gains recognized in earnings⁽¹⁾		(1,418	)
Gain recognized in loss on extinguishment of debt, net		—
Ending balance	$	2,095

⁽¹⁾

Recorded in (gain) loss on financial instruments, net.

There have been no transfers between levels for any assets or liabilities recorded at fair value on a recurring basis or any changes in the valuation techniques used for measuring the fair value as of June 30, 2024 and March 31, 2024, respectively.

Financial instruments on a non-recurring basis

Equity securities without a readily determinable fair value

Certain of the Customer ExAlt Trusts hold investments in equity securities that do not have a readily determinable fair value. These equity securities are measured at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. The Company classifies these assets as Level 2 within the fair value hierarchy.

The value of these equity securities was $26.7 million and $26.8 million as of June 30, 2024 and March 31, 2024, respectively. Additionally, as of June 30, 2024, one security has cumulative upward adjustments of $10.8 million based upon observable price changes, including a recent equity offering and stock to stock transactions. No significant adjustments were made during the three months ended June 30, 2024 and 2023.

Goodwill

During the first quarter of fiscal 2025 and 2024, primarily as a result of a significant, sustained decline in our Class A common stock price and the Company’s related market capitalization, we concluded that it was more likely than not that the fair value of our reporting units was below their carrying amount and resulted in us performing an interim impairment assessment. As a result, we wrote the carrying value of each report unit with goodwill down to their estimated fair value and recognized a non-cash goodwill impairment charge of $3.4 million and $1.1 billion during the three months ended June 30, 2024 and 2023, respectively, which is reflected in loss on impairment of goodwill in the consolidated statements of comprehensive income (loss). Prior to the goodwill impairment recorded during the first quarter of 2024, the Company had not previously recorded any impairments of goodwill.

For each interim impairment assessment, the Company computed the fair value of each reporting unit by computing the overall enterprise value of the Company by valuing its various equity instruments, primarily based on the Class A common stock price per share. The overall enterprise value was allocated to each reporting units using the discounted cash flow method to estimate the relative value of each reporting unit based on their future cash flows using a multi-year forecast, and a terminal value calculated using a long-term growth rate that was informed based on our industry, analyst reports of a public company peer set, current and expected future economic conditions and management expectations. The discount rate used to discount these future cash flows was determined using a capital asset pricing model based on the market value of equity of a public company peer set, adjusted for risk characteristics and expectations specific to the reporting unit, combined with an assessment of the cost of debt.

The discount rates used for each reporting unit in the June 30, 2023 impairment analysis ranged from 24.8% to 25.6%, and the discount rates used for each reporting unit in the June 30, 2024 impairment analysis ranged from 28.0% to 29.3%. The Company applied a terminal year long-term growth rate of 3.0% for each reporting unit in both interim impairment assessments. Subsequent to the impairment analysis as of June 30, 2024 and March 31, 2024, there was no excess of reporting unit fair value over carrying value for Ben Custody or Ben Markets.

The change in goodwill at each reporting unit was as follows:

Schedule of Goodwill

	March 31, 2024		Impairment			June 30, 2024
Ben Liquidity	$	—	$	—		$	—
Ben Custody		10,896		(3,129	)		7,767
Ben Insurance		—		—			—
Ben Markets		2,710		(265	)		2,445
Total Goodwill	$	13,606	$	(3,394	)	$	10,212

There were no other assets or liabilities measured at fair value on a non-recurring basis as of June 30, 2024 and March 31, 2024.

Carrying amounts and estimated fair values

The estimated fair value of financial instruments, whether or not recognized in the consolidated statements of financial condition, for which it is practicable to estimate those values, are disclosed below. These fair value estimates are determined based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or the price at which a liability could be transferred. However, our estimates of many of these fair values are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values. Nonfinancial instruments are excluded from disclosure requirements.

The carrying amounts and estimated fair values of the Company’s financial instruments not recorded at fair value as of June 30, 2024 and March 31, 2024, were as noted in the table below:

	As of June 30, 2024
(Dollars in thousands)	Level in Fair Value Hierarchy	Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	1	$	4,399	$	4,399
Restricted cash	1		314		314
Financial liabilities:
Debt due to related parties, net	2		120,554		134,031
Accounts payable and accrued expenses	1		103,012		103,012

	As of March 31, 2024
(Dollars in thousands)	Level in Fair Value Hierarchy	Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	1	$	7,913	$	7,913
Restricted cash	1		64		64
Financial liabilities:
Debt due to related parties, net	2		120,505		129,327
Accounts payable and accrued expenses	1		157,157		157,157

6. Fair Value Measurements

● Level 1 — Quoted prices for identical instruments in active markets that the reporting entity has the ability to access as of the measurement date.

● Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable market data.

● Level 3 — Valuations for instruments with inputs that are significant and unobservable are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such instruments.

As of March 31, 2024 and 2023, the fair value of these investments using the NAV per share practical expedient was $293.9 million and $385.9 million, respectively. During the years ended March 31, 2024 and 2023, a gain of $4.8 million and loss of $54.0 million, respectively, were recognized from changes in NAV, which are recorded within the investment income (loss), net, line item of our consolidated statements of comprehensive income (loss).

Financial instruments on a recurring basis

The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on March 31, 2024 and 2023 are presented below:

	As of March 31, 2024
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Public equity securities	$	4,897	$	—	$	—	$	4,897
Other equity interests		—		558		—		558
Debt securities available-for-sale, other		—		998		1,964		2,962
Liabilities:
Warrant liability		178		—		—		178
Prepaid forward liability		14		—		—		14

	As of March 31, 2023
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Public equity securities	$	8,837	$	—	$	—	$	8,837
Put Options		3,991		—		—		3,991
Debt securities available-for-sale
Corporate debt securities (L Bonds)		—		73,822		—		73,822
Other debt securities		—		998		2,078		3,076
Liabilities:
Derivative liability		—		—		3,513		3,513

A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands):

	2024			2023
	Year Ended March 31,
	2024			2023
Public equity securities
Related party equity securities	$	(3,702	)	$	(63,536	)
Other public equity securities		(237	)		523
Put options		(3,023	)		(3,460	)
Warrant liability		2,477			—
Prepaid forward liability		(14	)		—
Derivative liability		1,581			4,595
Other equity securities and interests
Related party, with a readily determinable fair value(1)		(63,755	)		—
Other, without a readily determinable fair value		(37,848	)		10,457
Gain (loss) on financial instruments, net	$	(104,521	)	$	(51,421	)

⁽¹⁾	Includes realized net gains of $13.7 million related to the Company’s previously classified available-for-sale debt securities upon reclassification from accumulated other comprehensive income during the year ended March 31, 2024.

The following is a description of the valuation methodologies used for financial instruments measured at fair value on a recurring basis:

Investment in other equity securities and interests with a readily determinable fair value

As of March 31, 2024, the fair value of these equity interests is calculated using quoted prices for similar instruments observed in the equity capital markets and is classified as a Level 2 investment in the fair value hierarchy. There were no such securities as of March 31, 2023.

Investment in debt securities available-for-sale

Corporate debt securities (L Bonds). As of March 31, 2023, the fair value of these debt securities is calculated using quoted spreads for similar instruments observed in the fixed income market and is classified as a Level 2 investment in the fair value hierarchy. There were no such securities as of March 31, 2024.

Fair Value

Valuation Methodology

Unobservable Inputs

Range

Weighted Average

March 31, 2024

1,964

Market Approach

Enterprise value-to-revenue multiple

0.2x – 18.9x

1.77x

March 31, 2023

2,078

Market Approach

Enterprise value-to-revenue multiple

0.2x – 18.9x

1.74x

The following table reconciles the beginning and ending fair value of our Level 3 other debt securities:

(Dollars in thousands)	2024			2023
	Year Ended March 31,
(Dollars in thousands)	2024			2023
Beginning balance	$	2,078		$	3,000
Gains (losses) recognized in accumulated other comprehensive income (loss)(1)		(114	)		(922	)
Ending balance	$	1,964		$	2,078

⁽¹⁾	Recorded in unrealized gain (loss) on available-for-sale debt securities.

Derivative liability

The fair value of the contingent interest feature derivative liability, as discussed in Note 10, is estimated using industry standard valuation models. Level 3 inputs were utilized to value the expected future cash flows from the portfolio held by the Customer ExAlt Trust and included the use of present value techniques employing cash flow estimates and incorporated assumptions that marketplace participants would use in estimating fair values. Specifically, the model includes assumptions related to i) equity market risk premiums, ii) alternative asset beta to public equities, iii) NAVs, iv) volatilities, v), distribution rates, and vi) market discount rates. These expected future cash flows were bifurcated between base cash flows and enhanced return cash flows (i.e., the contingent interest) and then the enhanced cash flows were further discounted to arrive at the fair value for the contingent interest feature derivative liability. In instances where reliable market information was not available, management used historical market data proxies and assumptions to determine a reasonable fair value.

The following table provides quantitative information about the significant unobservable inputs used in the fair value measurement of the Level 3 derivative liability at March 31, 2023. As discussed in Note 10, there was no such derivative liability at March 31, 2024 as the derivative liability was extinguished along with its related debt on October 18, 2023 (dollars in thousands):

	Fair Value		Valuation Methodology	Unobservable Inputs	Range of Targets
March 31, 2023	$	3,513	Discounted cash flow	Alternative asset beta to equity markets	0.42 – 1.67
				Alternative asset market discount rate	0.10
				Distribution rate	0.03 – 0.06
				Equity market risk premiums	0.07
				Net asset value volatilities	0.09 – 0.84
				Enhanced return discount rate	0.12

The following table reconciles the beginning and ending fair value of our Level 3 derivative liability:

(dollars in thousands)	Year Ended March 31, 2024			Year Ended March 31, 2023
Beginning balance	$	3,513		$	8,108
(Gains) losses recognized in earnings(1)		(1,581	)		(4,595	)
Gain recognized in loss on extinguishment of debt, net		(1,932	)		—
Ending balance	$	—		$	3,513

⁽¹⁾	Recorded in (gain) loss on financial instruments, net.

Financial instruments on a non-recurring basis

Equity securities without a readily determinable fair value

Certain of the Customer ExAlt Trusts hold investments in equity securities that do not have a readily determinable fair value. These equity securities are measured using the measurement alternative for equity investments that do not have readily determinable fair values at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. The Company classifies the fair value measurement that occurred during the periods presented as Level 2 within the fair value hierarchy.

The value of these equity securities was $26.8 million and $21.6 million as of March 31, 2024 and 2023, respectively. The increase in value is primarily due to new investments held as of March 31, 2024 that were not held as of March 31, 2023. Additionally, during the year ended March 31, 2023, one security received an upward adjustment of $10.8 million based upon observable price changes, including a recent equity offering and stock to stock transactions. Such adjustment also represents the cumulative adjustment. There have been no adjustments since those reflected during the year ended March 31, 2023.

There were no other assets or liabilities measured at fair value on a non-recurring basis as of March 31, 2024 and 2023.

Goodwill

During each of the fiscal quarters of 2024, primarily as a result of significant, sustained declines in our Class A common stock price and the Company’s related market capitalization, we concluded that it was more likely than not that the fair value of our reporting units was below their carrying amount. This resulted in us performing interim impairment assessments each fiscal quarter. As a result, during fiscal 2024, we wrote the carrying value of the Ben Liquidity, Ben Custody, Ben Insurance, and Ben Markets reporting units down to their estimated fair values and recognized cumulatively during fiscal 2024 a non-cash goodwill impairment charge of $2.4 billion, which is reflected in loss on impairment of goodwill in the consolidated statements of comprehensive income (loss). Prior to the goodwill impairment recorded during the current fiscal year, the Company had not previously recorded any impairments of goodwill. As such, the cumulative impairment loss as of March 31, 2024, is $2.4 billion.

The discount rates used for each reporting unit ranged from: 24.8% to 25.6% for June 30, 2023; from 25.3% to 26.2% for September 30, 2023; from 26.3% to 27.2% for December 31, 2023; and from 28.0% to 29.3% for March 31, 2024. The Company applied a terminal year long-term growth rate of 3.0% for each reporting unit during each of the interim impairment assessments. Remaining goodwill at March 31, 2024 relates to Ben Custody and Ben Markets. There was no excess of reporting unit fair value over carrying value for Ben Custody or Ben Markets as of March 31, 2024.

The change in goodwill at each reporting unit was as follows:

Schedule of Goodwill

(dollars in thousands)	March 31, 2023		Impairment			March 31, 2024
Ben Liquidity	$	1,725,880	$	(1,725,880	)	$	—
Ben Custody		594,219		(583,323	)		10,896
Ben Insurance		37,942		(37,942	)		—
Ben Markets		9,885		(7,175	)		2,710
Total Goodwill	$	2,367,926	$	(2,354,320	)	$	13,606

There were no other assets or liabilities measured at fair value on a non-recurring basis as of March 31, 2024 and 2023.

Carrying amounts and estimated fair values

The carrying amounts and estimated fair values of the Company’s financial instruments not recorded at fair value as of March 31, 2024 and 2023, were as noted in the table below:

	As of March 31, 2024
(Dollars in thousands)	Level in Fair Value Hierarchy		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents		1	$	7,913	$	7,913
Restricted cash		1		64		64
Financial liabilities:
Debt due to related parties		2		120,505		129,327
Accounts payable and accrued expenses		1		157,157		157,157

	As of March 31, 2023
(Dollars in thousands)	Level in Fair Value Hierarchy		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents		1	$	8,726	$	8,726
Restricted cash		1		819		819
Financial liabilities:
Customer ExAlt Trusts loan payable, net		2		52,129		56,635
Debt due to related parties, net		2		99,314		96,465
Accounts payable and accrued expenses		1		65,724		65,724

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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Consolidated Statements of Financial Condition - USD ($)
$ in Thousands

Jun. 30, 2024

Mar. 31, 2024

Mar. 31, 2023

ASSETS

$ 4,399

$ 7,913

$ 8,726

^[1]

314

819

^[1]

Investments, at fair value:

LIABILITIES, TEMPORARY EQUITY, AND EQUITY

331,367

329,119

497,221

Other assets, net

11,912

14,699

32,903

^[1]

Intangible assets

3,100

^[1]

Goodwill

10,212

13,606

2,367,926

^[1]

Total assets

361,304

368,501

2,910,695

^[1]

Accounts payable and accrued expenses

103,012

157,157

65,724

^[1]

34,796

31,727

14,622

^[1]

Customer ExAlt Trusts loan payable, net

180

178

^[1]

52,129

^[1]

120,554

120,505

99,314

^[1]

Total liabilities

258,542

309,567

231,789

^[1]

Redeemable noncontrolling interests

Total temporary equity

251,052

950,493

^[1]

Additional paid-in capital

1,852,187

1,848,068

^[2]

1,579,742

^[1],[2]

Accumulated deficit

(2,011,547)

(2,059,214)

^[1]

Stock receivable

(20,038)

^[1]

Treasury stock, at cost

(3,444)

^[1]

Accumulated other comprehensive income (loss)

255

276

9,900

^[1]

Noncontrolling interests

34,293

42,231

142,213

^[1]

Total equity (deficit)

(148,290)

(192,118)

1,728,413

^[1]

Total liabilities, temporary equity, and equity

361,304

368,501

2,910,695

^[1]

Preferred Series A Subclass 1 Unit Accounts, nonunitized

Redeemable noncontrolling interests

251,052

^[1]

Series A Preferred Stock [Member]

Preferred stock, value

^[1]

Preferred stock, value

^[1]

Common stock, value

^[2]

^[1],[2]

Common stock, value

^[2]

^[1],[2]

Preferred Series A Subclass 1 Unit Accounts, nonunitized

Redeemable noncontrolling interests

699,441

^[1]

Variable Interest Entity, Primary Beneficiary [Member]

Investments, at fair value:

331,367

329,113

491,859

^[1]

Investments, at fair value:

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

$ 6

$ 5,362

^[1]

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.
[2]	Periods presented have been adjusted to reflect the 1-for-80 reverse stock split on April 18, 2024. See Note 1 - Summary of Significant Accounting Policies - Reverse Stock Split, for additional information.

Other Assets and Other Liabilities (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Aug. 10, 2018
Defined Benefit Plan Disclosure [Line Items]
Notes receivable principal and interest	$ 5,515	$ 5,104
Receivables allowance for credit loss	5,500
Net operating loss carryforwards	82,400	4,700
L I B O R [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt instrument percentage			3.95%
2017-18 Exchange Trusts Interest Commitment [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest expense	4,700	3,600
Promissory Note [Member]
Defined Benefit Plan Disclosure [Line Items]
Notes receivable, principal	$ 2,500	$ 900
Debt instrument percentage	9.00%	18.00%
Promissory Note Receivable [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt instrument percentage	5.00%	5.00%
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Allowance for related party receivables		$ 15,600

Schedule of Debt (Details) - Beneficent Capital Company [Member] - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Mar. 31, 2023
HCLP Nominees LLC [Member]
Short-Term Debt [Line Items]
Unamortized debt discount, net	$ (897)	$ (935)	$ 2,597
Related Party [Member]
Short-Term Debt [Line Items]
Total debt due to related parties	120,554	120,505	99,314
First Lien Credit Agreement [Member] \| HCLP Nominees LLC [Member]
Short-Term Debt [Line Items]
Debt due to related parties, gross	21,260	21,264	21,350
Second Lien Credit Agreement [Member] \| HCLP Nominees LLC [Member]
Short-Term Debt [Line Items]
Debt due to related parties, gross	72,983	72,996	73,291
Term Loan [Member] \| Related Party [Member]
Short-Term Debt [Line Items]
Debt due to related parties, gross	25,000	25,000
Other Borrowings [Member] \| Related Party [Member]
Short-Term Debt [Line Items]
Debt due to related parties, gross	$ 2,208	$ 2,180	$ 2,076

Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)

Jun. 30, 2024

Mar. 31, 2024

Mar. 31, 2023

$ 331,367,000

$ 329,119,000

$ 497,221,000

Prepaid forward liability

180,000

178,000

^[1]

14,000

2,419,000

2,962,000

76,898,000

Equity Securities [Member]

3,513,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Other Equity Interests [Member]

4,140,000

4,897,000

8,837,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Other Debt Obligations [Member]

194,000

558,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

2,419,000

2,962,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

2,419,000

2,962,000

3,076,000

Put Option [Member]

Corporate Debt Securities [Member]

3,991,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 1 [Member]

73,822,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Prepaid forward liability

180,000

178,000

14,000

Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 1 [Member] | Other Equity Interests [Member]

4,140,000

4,897,000

8,837,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 1 [Member] | Other Debt Obligations [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 1 [Member] | Put Option [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member]

3,991,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 2 [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Prepaid forward liability

Fair Value, Inputs, Level 2 [Member] | Equity Securities [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 2 [Member] | Other Equity Interests [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 2 [Member] | Other Debt Obligations [Member]

194,000

558,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

477,000

998,000

Fair Value, Inputs, Level 2 [Member] | Put Option [Member]

998,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 3 [Member]

73,822,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 3 [Member] | Equity Securities [Member]

3,513,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 3 [Member] | Other Equity Interests [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 3 [Member] | Other Debt Obligations [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

$ 1,942,000

1,964,000

Fair Value, Inputs, Level 3 [Member] | Put Option [Member]

$ 1,964,000

2,078,000

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Schedule of other liabilities (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Mar. 31, 2024

Mar. 31, 2023

Interest commitments

$ 18,243

$ 13,499

Accrued interest on debt due to related parties

9,740

Deferred upfront fees

2,717

Other

1,027

1,123

Total Other liabilities

$ 34,796

$ 31,727

$ 14,622

^[1]

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Share-Based Payment Arrangement [Abstract]

Amount of liabilities classified as other.

+ References + Details

Share-based Compensation

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Share-based Compensation

9. Share-based Compensation

As of June 30, 2024 and March 31, 2024, the Company has outstanding share-based awards under the Beneficient Management Partners, L.P. (“BMP”) Equity Incentive Plan (the “BMP Equity Incentive Plan”), the Beneficient 2023 Long Term Incentive Plan (the “2023 Incentive Plan”), and BCH Preferred A.1, as more fully described below.

BMP Equity Incentive Plan

The Board of Directors of Ben Management, Ben’s general partner prior to the Conversion, adopted the BMP Equity Incentive Plan in 2019. Under the BMP Equity Incentive Plan, certain directors and employees of Ben are eligible to receive equity units in BMP, an entity affiliated with the Board of Directors of Ben Management, in return for their services to Ben. The BMP equity units eligible to be awarded to employees is comprised of BMP’s Class A Units and/or BMP’s Class B Units (collectively, the “BMP Equity Units”). As of June 30, 2024, the Board has authorized the issuance of up to 119,000,000 units each of the BMP Equity Units. All awards are classified in equity upon issuance.

The BMP Equity Units include awards that fully vest upon grant and awards that are subject to service-based vesting of a four-year period from the date of hire. Expense associated with the vesting of these awards is based on the fair value of the BMP Equity Units on the date of grant. Compensation cost is recognized for the granted awards on a straight-line basis using the graded vesting method, and forfeitures are accounted for at the time that such forfeitures occur. Expense recognized for these awards is specially allocated to certain holders of redeemable noncontrolling interests.

The fair value of the BMP Equity Units was determined on the grant-date using a probability-weighted discounted cash flow analysis. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The resultant probability-weighted cash flows are then discounted using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of a market participant assumption, and for lack of marketability given the underlying units of the awards are not publicly traded.

Unobservable Inputs	Three Months Ended June 30, 2023
Expected term in years		4
Discount rate		32.1	%
Discount for lack of marketability		23.1	%
Long-term growth rate (after discrete projection period)		2.5	%

The expected term represents the average estimated time that a recipient will be an employee of Ben and thus eligible to participate fully in the BMP Equity Incentive Plan. The discount rate is based on a modified capital asset pricing model, which includes certain observable market inputs and other data for an identified group of comparable public companies. The discount for lack of marketability is based on a Finnerty put-option model, which similarly includes certain observable market inputs and other data for an identified group of comparable public companies. The long-term growth rate is the estimated growth rate of the earnings related to BMP Equity Units that is applied to the years subsequent to Ben’s discrete cash flow periods.

2018 Ben Equity Incentive Plan

The Ben Equity Incentive Plan was adopted in September 2018 (the “2018 Ben Equity Incentive Plan”). Under the 2018 Ben Equity Incentive Plan, Ben was permitted to grant equity awards in the form of restricted equity units (“REUs”) up to a maximum of 160,141, representing ownership interests in BCG Common Units. Effective as of the Conversion, the Company assumed obligations under the outstanding REUs under the 2018 Ben Equity Incentive Plan and agreed to issue shares of Class A common stock upon settlement of such outstanding REUs. Settled awards under the 2018 Ben Equity Incentive Plan dilute BCG’s Common Unitholders. The total number of BCG Common Units that were issuable under the 2018 Ben Equity Incentive Plan was equivalent to 15% of the number of fully diluted BCG Common Units outstanding, subject to annual adjustment. All awards were classified in equity upon issuance. Following the Business Combination, no additional awards may be issued under the 2018 Equity Incentive Plan and all outstanding awards are settleable at a ratio of 1.25 shares of the Class A common stock for each restricted equity unit.

During the third quarter of 2020, 6,438 units were granted to a senior partner director subject to a performance condition. The performance condition was met upon public listing in June 2023 and expense for vested units was recognized in June of 2023 in the amount of $5.2 million. The recognition of the remaining compensation cost will be recognized over the remaining vesting period. Total recognized compensation cost related to these awards for the three months ended June 30, 2024 is approximately $0.3 million. The originally granted units were increased at a rate of one-to-1.25 units, or by 1,610 units, upon public listing and effectiveness of the 2023 Incentive Plan. As of June 30, 2024, there is no remaining unrecognized compensation cost related to this award.

Effective April 1, 2022, Ben granted 6,420 REUs to employees and certain directors, which increased at a rate of one to 1.25 units, or by 1,605 units upon public listing and effectiveness of the 2023 Incentive Plan, of which, 1,788 have been forfeited. Effective October 1, 2022, 503 REUs were granted to employees, which increased at a rate of one to 1.25 units, or by 126 units upon public listing and effectiveness of the 2023 Incentive Plan, of which, 82 have been forfeited. The performance condition for these awards was met upon public listing in June 2023 and expense for vested units was recognized during June of 2023. The recognition of the remaining compensation cost will be recognized over the remaining vesting period. Total recognized compensation cost related to these awards for the three months ended June 30, 2024 and 2023 is approximately $0.2 million and $2.9 million, respectively. The remaining unrecognized compensation cost related to these awards is approximately $1.3 million as of June 30, 2024.

2023 Incentive Plan

On June 6, 2023, the Company’s Board adopted the 2023 Incentive Plan, which was approved by the Company’s stockholders. Under the 2023 Incentive Plan, Ben is permitted to grant equity awards in the form of restricted stock units (“RSUs”). Subject to certain adjustments, the aggregate number of shares of Class A common stock expected to be issuable under the 2023 Incentive Plan in respect of awards will be equal to 15% of the aggregate number of fully diluted shares issued and outstanding, subject to quarterly adjustment. Settled awards under the 2023 Incentive Plan dilute common stockholders. All awards are classified in equity upon issuance.

Awards are generally subject to service-based vesting over a multi-year period from the recipient’s grant date, though some awards may fully vest upon grant date, or be subject to performance conditions. While providing services to Ben, if applicable, certain of these awards are subject to minimum retained ownership rules requiring the award recipient to continuously hold RSUs equal to at least 15% of their cumulatively granted awards. As of June 30, 2024, a total of 30,187 RSUs have been granted to employees and certain directors of which, 7,398 have been forfeited.

Preferred Equity

On April 1, 2022, a certain director was assigned BCH Preferred A.1 with a grant date of December 31, 2021 and having an account balance of $5.7 million (the “Initial Grant”). Further, effective as of April 3, 2022, the director was assigned additional BCH Preferred A.1 (the “Additional Grant” and together with the Initial Grant, the “BHI Grants”) with a grant date of December 31, 2021 and having an account balance of $3.8 million. The Initial Grant is subject to a service condition, which requires compensation cost to be recognized over the explicit, substantive service vesting period that extends after the grant date. The Additional Grant was fully vested upon issuance.

In order to provide that certain director with cash to cover any tax liability arising from the BHI Grants, BCH and the director entered into a Unit Account Redemption Agreement, effective as of April 3, 2022, whereby BCH was required to purchase and redeem from that certain director all of the BCH Preferred A.1 granted to the director pursuant to the BHI Tax Grant for a purchase price of $3.8 million, in cash. Such redemption occurred in full on June 10, 2022.

Commissions

Certain of our employees’ commission compensation is in the form of common stock. Such shares granted to employees are subject to service-based vesting conditions over a multi-year period from the recipient’s grant date. Awards granted through June 8, 2023 were also subject to a performance condition, which was met on June 8, 2023 when Ben became publicly listed. The Company recorded nominal and $2.3 million of share-based compensation expense related to these awards during the three months ended June 30, 2024 and 2023, respectively.

The following table summarizes the award activity, in units, for the BMP and Ben Equity Incentive Plans during the three months ended June 30, 2024:

	BMP					RSU
(units in thousands)	Units			Weighted Average Grant Date Fair Value per Unit		Units			Weighted Average Grant Date Fair Value per Unit
Balance, March 31, 2024		117		$	10.34		26		$	375.47
Granted during the period		35			10.67		8			10.00
Vested during the period		(15	)		10.09		(3	)		800.00
Forfeited during the period		(10	)		10.67		(2	)		322.36
Balance, June 30, 2024		92		$	10.35		21		$	319.06

(dollars in thousands)	2024		2023
	Three Months Ended June 30,
(dollars in thousands)	2024		2023
BMP equity units	$	113	$	675
Restricted stock units		832		8,723
Preferred equity		—		286
Other⁽¹⁾		49		17,317
Total share-based compensation	$	994	$	27,001

⁽¹⁾	For the quarter ended June 30, 2023 includes $15.0 million of compensation recognized related to the BCG Recapitalization and $2.3 million recognized for equity based compensation issued to employees for Ben Liquidity transactions.

Unrecognized share-based compensation expense totaled $5.5 million as of June 30, 2024, which we expect to recognize based on scheduled vesting of awards outstanding at June 30, 2024. The following table presents the share-based compensation expense expected to be recognized over the next five fiscal years ending March 31 for awards outstanding as of June 30, 2024:

(dollars in thousands)	BMP		RSU		Commissions		Total
2025	$	331	$	1,650	$	142	$	2,123
2026		225		1,871		60		2,156
2027		14		883		—		897
2028		—		372		—		372
2029		—		—		—		—
2029
Total	$	570	$	4,776	$	202	$	5,548

12. Share-based Compensation

As of March 31, 2024 and 2023, the Company has outstanding share-based awards under the Beneficient Management Partners, L.P. (“BMP”) Equity Incentive Plan (the “BMP Equity Incentive Plan”), the Beneficient 2023 Long Term Incentive Plan (the “2023 Incentive Plan”), and BCH Preferred A.1, as more fully described below.

BMP Equity Incentive Plan

The Board of Directors of Ben Management, Ben’s general partner prior to the Conversion, adopted the BMP Equity Incentive Plan in 2019. Under the BMP Equity Incentive Plan, certain directors and employees of Ben are eligible to receive equity units in BMP, an entity affiliated with the Board of Directors of Ben Management, in return for their services to Ben. The BMP equity units eligible to be awarded to employees is comprised of BMP’s Class A Units and/or BMP’s Class B Units (collectively, the “BMP Equity Units”). As of March 31, 2024, the Board has authorized the issuance of up to 119,000,000 units each of the BMP Equity Units. All awards are classified in equity upon issuance.

BMP’s Class A Units indirectly participate in profits from certain revenue streams and a portion of any upward carrying value adjustments associated with BCH through the FLP Subclass 2 Unit Accounts of BCH as described in Note 13. The income allocation from the FLP Subclass 2 Units is reinvested equally into Class S Ordinary Units and Class S Preferred Units issued by BCH on a quarterly basis. For vested Class A Units, on a quarterly basis and subject to certain restrictions, the holder can direct that all or a portion of the Class S Ordinary Units and Class S Preferred Units attributable to such vested units be converted into BCG’s Common Units and either i) distributed to the holder or ii) sold to another party with the proceeds less any transaction expenses distributed to the holder. Upon holder’s termination of employment from Ben for reasons other than cause, BMP will redeem the vested Class A Units for consideration comprised of either i) BCG Common Units or ii) cash proceeds from BCG Common Units being sold to another party less any transaction expenses. The value at redemption is based on the continued participation in the income allocated to the holder’s Class A Units for five years, with such continued participation reduced each year after termination by 20 percent.

The BMP Class B Units indirectly participate in 49.5 percent of the income of Constitution Private Capital Company, L.L.C. Upon a recipient’s termination of employment from Ben for reasons other than cause, BMP will reacquire the outstanding vested Class B Units from the recipient for consideration valued at eight times normalized earnings before interest, taxes, depreciation, and amortization as forecasted by the Partnership’s General Partner in its sole discretion.

While providing services to Ben, if applicable, certain of these awards are subject to minimum retained ownership rules requiring the award recipient to continuously hold BMP Equity Units equivalents equal to at least 25% of their cumulatively granted awards that have the minimum retained ownership requirement. The awards are generally non-transferable. Awards under the BMP Equity Incentive Plan that vest ultimately dilute Ben’s Common Unitholders.

	Range of Targets
Unobservable Inputs	Year Ended March 31, 2023
Expected term in years		4
Discount rate		32.1	%
Discount for lack of marketability		23.1	%
Long-term growth rate (after discrete projection period)		2.5	%

2018 Ben Equity Incentive Plan

During the third quarter of 2020, 6,438 units were granted to a senior partner director subject to a performance condition. The performance condition was met upon public listing in June 2023 and expense for vested units was recognized in June of 2023. The recognition of the remaining compensation cost will be recognized over the remaining vesting period. Total recognized compensation cost related to these awards for the year ended March 31, 2024 is approximately $6.1 million. The originally granted units were increased at a rate of one-to-1.25 units, or by 1,610 units, upon public listing and effectiveness of the 2023 Incentive Plan. The remaining unrecognized compensation cost related to these awards is approximately $0.3 million as of March 31, 2024.

Effective April 1, 2022, Ben granted 6,420 REUs to employees and certain directors, which increased at a rate of one to 1.25 units, or by 1,605 units upon public listing and effectiveness of the 2023 Incentive Plan, of which, 1,480 have been forfeited. Effective October 1, 2022, 503 REUs were granted to employees, which increased at a rate of one to 1.25 units, or by 126 units upon public listing and effectiveness of the 2023 Incentive Plan, of which, 82 have been forfeited. The performance condition for these awards was met upon public listing in June 2023 and expense for vested units was recognized during June of 2023. The recognition of the remaining compensation cost will be recognized over the remaining vesting period. Total recognized compensation cost related to these awards for the year ended March 31, 2024 is approximately $3.4 million, respectively. The remaining unrecognized compensation cost related to these awards is approximately $1.8 million as of March 31, 2024.

2023 Incentive Plan

Preferred Equity

Commissions

Certain of our employees’ commission compensation is in the form of common stock. Such shares granted to employees are subject to service-based vesting conditions over a multi-year period from the recipient’s grant date. Awards granted through June 8, 2023 were also subject to a performance condition, which was met on June 8, 2023 when Ben became publicly listed. The Company recorded $3.0 million of share-based compensation expense related to these awards during the year ended March 31, 2024.

The following table summarizes the award activity, in units, for the BMP and Ben Equity Incentive Plans during the years ended March 31, 2024 and 2023:

	BMP					RSU
(units in thousands)	Units			Weighted Average Grant Date Fair Value per Unit		Units			Weighted Average Grant Date Fair Value per Unit
Balance, March 31, 2022		1,118		$	9.78		23		$	10.00
Granted during the period		35			10.67		8			10.00
Vested during the period		(646	)		9.73		(8	)		10.00
Forfeited during the period		(69	)		10.00		(1	)		10.00
Balance, March 31, 2023		438		$	10.04		22		$	10.00
Granted during the period		—			—		51			2.73
Vested during the period		(287	)		9.75		(40	)		5.17
Forfeited during the period		(34	)		10.18		(7	)		4.09
Balance, March 31, 2024		117		$	10.34		26		$	4.69

(dollars in thousands)	2024		2023
	Year Ended March 31,
(dollars in thousands)	2024		2023
BMP equity units	$	1,854	$	4,297
Restricted stock units		18,415		4,358
Preferred equity		858		1,430
Other⁽¹⁾		17,976		—
Total share-based compensation	$	39,103	$	10,085

⁽¹⁾

Includes $15.0 million of compensation recognized related to the BCG Recapitalization and $3.0 million recognized for equity based compensation issued to employees for Ben Liquidity transactions.

Unrecognized share-based compensation expense totaled $7.0 million as of March 31, 2024, which we expect to recognize based on scheduled vesting of awards outstanding at March 31, 2024. The following table presents the share-based compensation expense expected to be recognized over the next five fiscal years ending March 31 for awards outstanding as of March 31, 2024:

(dollars in thousands)	BMP		RSU		Commissions		Total
Year one
2025	$	540	$	2,894	$	191	$	3,625
Year two	$	540	$	2,894	$	191	$	3,625
2026		242		2,096		60		2,398
Year three		242		2,096		60		2,398
2027		14		994		—		1,008
Year four		14		994		—		1,008
2028		—		—		—		—
Year five		—		—		—		—
2029		—		—		—		—
Year six		—		—		—		—
Total	$	796	$	5,984	$	251	$	7,031
Weighted-average period to be recognized		1.56		2.64		1.40

Schedule of Composition of Investments at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Mar. 31, 2023
Alternative assets	$ 297,888	$ 293,916	$ 385,851
Debt securities available-for-sale	2,419	2,962	76,898
Other equity securities and interests	26,700	26,800	21,600
Beneficient [Member]
Alternative assets
Public equity securities and option			4,742
Debt securities available-for-sale			620
Other equity securities and interests		6
Total investments, at fair value		6	5,362
Customer Ex Alt Trusts [Member]
Alternative assets	297,888	293,916	385,851
Public equity securities and option	4,140	4,897	8,087
Debt securities available-for-sale	2,419	2,962	76,278
Other equity securities and interests	26,920	27,338	21,643
Total investments, at fair value	$ 331,367	$ 329,113	$ 491,859

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

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Organization, Consolidation and Presentation of Financial Statements [Abstract]

Overview of the Business

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Overview of the Business

1. Overview of the Business

Legal Structure

Beneficient, a Nevada corporation, is a technology-enabled financial services holding company (including its subsidiaries, but excluding its noncontrolling interest holders, collectively, “Ben,” “our,” “the Company,” or “we”) that provides simple, rapid, cost-effective liquidity solutions and trust products and services to participants in the alternative assets industry through its end-to-end online platform, Ben AltAccess (as defined below). Prior to the conversion described below, Beneficient Management, L.L.C. (“Ben Management”), a Delaware limited liability company, was Ben’s general partner and Ben was controlled by, and the exclusive and complete authority to manage the operations and affairs of Ben was granted to, Ben Management’s Board of Directors.

On June 6, 2023, the Company converted from a Delaware limited partnership to a Nevada corporation and changed its corporate name from “The Beneficient Company Group, L.P.” (“BCG”) to “Beneficient” (the “Conversion”). BCG, formerly known as Highland Consolidated Business Holdings, L.P., was formed on September 16, 2003. On June 6, 2023, following the BCG Recapitalization (as defined in Note 2) and the Conversion, the Company, as the sole member of Beneficient Company Group, L.L.C. (“Ben LLC”), adopted the First Amended and Restated Limited Liability Company Agreement of Ben LLC (the “Ben LLC A&R LLCA”). The Ben LLC A&R LLCA establishes managing member interests and non-managing members interests, referred to as the Class A Units of Ben LLC. Beneficient is designated as the sole managing member. In addition, certain additional amendments were made that principally focused on the management of Ben LLC by the managing member. After the adoption of the Ben LLC A&R LLCA, Beneficient contributed to Ben LLC all of the limited partnership interests and general partnership interests of Beneficient Company Holdings, L.P. (“BCH”) held by Beneficient (the “Contribution”), and Ben LLC became the general partner of BCH and the holder of 100% of the outstanding Class A Units of BCH.

On June 7, 2023, in accordance with the Business Combination Agreement, dated September 21, 2022 and amended April 18, 2023, with Avalon Acquisition, Inc. (“Avalon”), (the “Business Combination Agreement,” and the transactions contemplated thereby, collectively, the “Business Combination”), the Company completed its previously announced de-SPAC merger transaction (the “Transaction”) with Avalon. On June 8, 2023, Beneficient began trading on the Nasdaq Global Market. See Note 4 for additional disclosures related to the Conversion and Transaction.

BCH is a Delaware limited partnership formed on July 1, 2010. BCH is primarily a holding company that directly or indirectly receives all active and passive income of the Company and allocates that income among the partnership interests issued by BCH. As of June 30, 2024, BCH has issued and outstanding general partnership Subclass 1 Class A Units (“BCH Class A Units”), Class S Ordinary Units of BCH (the “BCH Class S Ordinary Units”), Class S Preferred Units of BCH (the “BCH Class S Preferred Units”), FLP Unit Accounts (Subclass 1, Subclass 2, and Subclass 3), Preferred Series A Subclass 0 Unit Accounts (“BCH Preferred A.0”), and Preferred Series A Subclass 1 Unit Accounts (“BCH Preferred A.1”).

Business Overview

Ben markets an array of liquidity solutions and related trustee, custody and trust administration services to participants in the alternative asset industry, with a focus on mid-to-high net worth (“MHNW”) individual investors (generally those with a net worth of $5.0 million to $30.0 million), small-to-midsize institutional (“STMI”) investors, family offices (“FAMOs”) and fund general partners and sponsors (“GPs” and together with MHNW individuals, STMI investors and FAMOs, “Customers”). Ben provides Customers seeking an early exit from their alternative asset investments a suite of bespoke liquidity solutions for their otherwise illiquid alternative asset investments through a proprietary financing and trust structure, which we implement for our customers (we refer to such trusts collectively as the “Customer ExAlt Trusts”). We plan to offer comprehensive alternative asset trust and custody services, and novel insurance products covering risks attendant to owning, managing and transferring alternative assets, and additional broker-dealer services in connection with our liquidity products and services.

Ben’s primary operations, which commenced on September 1, 2017, relate to its liquidity and trust administration products and services. Ben offers or plans to offer its products and services through its operating subsidiaries, which include: (i) Ben AltAccess, L.L.C., a Delaware limited liability company (“Ben AltAccess”), which offers an online platform designed to provide a digital experience for Customers seeking liquidity, custody, trust and data services for their alternative assets, (ii) Ben Liquidity, L.L.C., a Delaware limited liability company, and its subsidiaries (collectively, “Ben Liquidity”), which offers liquidity products, (iii) Ben Custody, L.L.C., a Delaware limited liability company, and its subsidiaries (collectively, “Ben Custody”), which provides services for private fund, trustee, and trust administration, (iv) Ben Data, L.L.C., a Delaware limited liability company (“Ben Data”), which provides data analytics and evaluation services, (v) Ben Markets L.L.C., including its subsidiaries (“Ben Markets”), was recently launched and intends to provide broker-dealer services and transfer agency services in connection with offering Ben’s products and services, and (vi) Ben Insurance, L.L.C., including its subsidiaries (“Ben Insurance Services”), which intends to offer insurance products and services covering risks attendant to owning, managing and transferring alternative assets. Ben serves as trustee of certain of the Customer ExAlt Trusts, which operate for the benefit of the Charities (defined below) and Economic Growth Zones (defined below).

Ben Liquidity offers simple, rapid and cost-effective liquidity products to its Customers through the use of the Customer ExAlt Trusts, which facilitate the exchange of a Customer’s alternative assets for consideration using a proprietary financing and trust structure (such structure and related process, the “ExAlt PlanTM”). In ExAlt PlanTM financings, a subsidiary of Ben Liquidity, Beneficient Fiduciary Financial, L.L.C. (“BFF”), a Kansas based trust company that provides fiduciary financing to fidfin trusts, makes fiduciary loans (each, an “ExAlt Loan”) to certain of the Customer ExAlt Trusts, which in turn employ a portion of the loan proceeds to acquire and deliver agreed upon consideration to the Customer, in exchange for their alternative assets. BFF is registered as a chartered Kansas Technology Enabled Fiduciary Financial Institution (“TEFFI”) under the Technology-Enabled Fiduciary Financial Institution Act (the “TEFFI Act”) and regulated by the Kansas Office of the State Bank Commissioner (“OSBC”). Only BFF, our subsidiary, is regulated by the OSBC. The OSBC does not regulate the entirety of Ben. Ben Liquidity generates interest and fee income earned in connection with the ExAlt Loans, which are collateralized by a portion of the cash flows from the exchanged alternative assets, then owned by Customer ExAlt Trusts (the “Collateral”). The ExAlt Loans are eliminated upon consolidation of the Customer ExAlt Trusts solely for financial reporting purposes.

Under the applicable trust and other agreements, certain Texas and Kansas charities are the ultimate beneficiaries of the Customer ExAlt Trusts (which we refer to as “Charities” or “Economic Growth Zones” respectively, and collectively, the “Charitable Beneficiaries”), and their interests are reported as noncontrolling interests in our consolidated financial statements. The TEFFI Act requires that two and a half percent (2.5%) of the cash distributions from alternative assets serving as collateral to Ben Liquidity loans be charitably contributed by certain of the Customer ExAlt Trusts to a designated Kansas Economic Growth Zone. Accordingly, for ExAlt Loans originated on or after December 7, 2021, Economic Growth Zones are paid $0.025 for every $1.00 received by an ExAlt Trust from the corresponding alternative assets. For ExAlt Loans originated prior to December 7, 2021, in accordance with the terms of the applicable trust and other agreements, the Charitable Beneficiaries of the Customer ExAlt Trusts formed prior to such date, are paid $0.05 for every $0.95 paid to the applicable ExAlt Loan lender.

Ben Custody currently provides full-service trust and custody administration services to the trustees (including BFF) of certain of the Customer ExAlt Trusts, which own the exchanged alternative assets following liquidity transactions in exchange for fees payable quarterly.

The Customer ExAlt Trusts’ earnings on its alternative assets supports the repayment of the ExAlt Loans plus any related interest and fees. Since Ben consolidates the Customer ExAlt Trusts, Ben Liquidity’s ExAlt Loans and related interest and fee income and provision for credit losses and Ben Custody’s fee income are eliminated in the presentation of our consolidated financial statements solely for financial reporting purposes; however, such amounts directly impact the allocation of income (loss) to Ben’s or BCH’s equity holders. Likewise, the amounts expensed by the Customer ExAlt Trusts for interest and fees owed to Ben’s operating subsidiaries are eliminated in the presentation of our consolidated financial statements, but are recognized for purposes of the allocation of income (loss) to the beneficial owners of the Customer ExAlt Trusts. Refer to Note 3 for additional information.

Ben’s existing and planned products and services are designed to be delivered digitally and provide liquidity, trust and custody solutions, data analytics and news, support the tax and estate planning objectives of its Customers, facilitate asset diversification and provide administrative management and reporting solutions tailored to the goals of investors of alternative investments. While Ben’s financial products and services are presently offered through Ben Liquidity and Ben Custody, Ben plans to expand its capabilities under Ben Custody and provide additional products and services through Ben Insurance Services and Ben Markets in the future. Ben Insurance Services, through two subsidiaries, PEN Indemnity Insurance Company, Ltd. (“PEN”), which has been chartered as a Bermuda based insurance company, and Beneficient Insurance Company, L.L.C. (“BIC”), an entity through which the Company has applied to become a Kansas captive property and casualty insurer, plans to offer to affiliated Customer ExAlt Trusts certain customized insurance products and services covering risks relating to owning, managing and transferring alternative assets. Ben Markets, through one of its subsidiaries, Ben Markets Management Holdings, L.P., received regulatory approval to acquire, and subsequently acquired, a captive registered broker-dealer, Beneficient Securities Company, L.P., an entity that will conduct its activities attendant to offering a suite of products and services from the Ben family of companies. Ben Markets, through another of its subsidiaries, Beneficient Transfer & Clearing Company, L.L.C., also received regulatory approval from the SEC on June 24, 2022 to operate as a registered transfer agent with respect to its securities, and intends to provide various services for customers transacting with Ben, including the Customer ExAlt Trusts.

As discussed further in Note 3, certain of our operating subsidiary products and services involve or are offered to certain of the Customer ExAlt Trusts, which are consolidated subsidiaries of Ben solely for financial reporting purposes, and therefore transactions between our operating subsidiaries and the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements.

Liquidity and Going Concern

As of June 30, 2024, we had unrestricted cash and cash equivalents of $4.4 million. Besides the unrestricted cash and cash equivalents, the Company’s principal sources of liquidity available to meet its contractual obligations are proceeds on ExAlt Loan payments and fee income derived from distributions on investments held by the Customer ExAlt Trusts and potential access to capital under the Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), however, our ability to access the cash distributions from the Customer ExAlt Trusts’ alternative asset portfolio is limited by the terms of the ExAlt Loans from Ben Liquidity to the Customer ExAlt Trusts and our ability to access proceeds from SEPA is subject to market conditions, such as trading volume, price of our Class A Common Stock and other factors beyond our control. While we generated net income of $44.3 million for the three months ended June 30, 2024, we have historically generated net losses and, in aggregate, these net losses have resulted in an accumulated deficit of $2.0 billion as of June 30, 2024. As of July 31, 2024, we had unrestricted cash and cash equivalents of approximately $1.7 million. All of these conditions raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance.

We expect that the Company will require additional capital by issuing additional debt or equity to satisfy our obligations and fund our operations for the next twelve months. Also, we intend to potentially refinance some or all of the existing borrowings, including approximately $23.5 million of certain outstanding borrowing maturing in the remainder of fiscal year 2025, prior to their maturity, with either our current lenders or other lenders, continue to seek opportunities to reduce corporate overhead, and intend to raise capital through equity or debt investments in the Company by third parties, including through the SEPA, however, we cannot conclude these are probable of being implemented or, if probable of being implemented, being in sufficient enough amounts to satisfy our contractual amounts as they presently exist that are coming due over the next 12 months as of the date of such filing.

On June 27, 2023, we entered into the SEPA, whereby we have the right, but not the obligation, to sell to Yorkville up to $250.0 million of shares of the Company’s common stock. On June 20, 2024, the Company obtained stockholder approval pursuant to Nasdaq Listing Rule 5635(d) for the issuance of shares of Class A common stock to Yorkville in excess of the Exchange Cap. As a result, the Company may issue up to an aggregate of approximately $246.1 million worth of shares of Class A common stock following registration with the SEC. However, the decision regarding future sale of shares, including those under the SEPA, is subject to market conditions, such as trading volume, price of our Class A common stock and other factors beyond our control.

As more fully described in Note 8, on October 19, 2023, we entered into a three-year $25.0 million term loan with HH-BDH LLC, which was fully drawn upon closing and, the proceeds of which were used or are intended to be used to repay certain outstanding obligations, fund development of our products, and provide additional working capital. The HH-BDH Credit Agreement contains certain financial maintenance covenants, including a debt service coverage ratio. As more fully described in Note 19, on August 6, 2024, the Company entered into a securities purchase agreement with Yorkville, pursuant to which the Company agreed to issue and sell convertible debentures in an aggregate principal amount of up to $4.0 million and warrants to purchase up to 1,325,382 shares of the Company’s Class A common stock at an exercise price of $2.63. As of the date of the Quarterly Report on Form 10-Q, the Company has issued $2.0 million to Yorkville in aggregate principal amount of the convertible debentures and warrants to purchase up to 662,691 shares of Common Stock. The Company will issue the additional convertible debentures and warrants on or before the first business day after the date the registration statement registering the resale of the common stock underlying the convertible debentures and warrants is declared effective by the SEC. The Yorkville securities purchase agreement contains certain covenants. If any of these limitations of the HH-BDH Credit Agreement or the Purchase Agreement were to materially impede the flow of cash to us, our ability to service and repay our debt would be materially and adversely affected.

Ben may not be able to refinance our indebtedness or obtain additional financing on terms favorable to the Company, or at all. To the extent that Ben or its subsidiaries raise additional capital through the future sale of equity or debt, the ownership interest of our existing equity holders may be diluted. The terms of these future equity or debt securities may include liquidation or other preferences that adversely affect the rights of our existing equity unitholders or involve negative covenants that restrict Ben’s ability to take specific actions, such as incurring additional debt or making additional investments in growing the operations of the Company. If Ben defaults on these borrowings, then the Company will be required to either (i) sell participation or other interests in our loans or other of our assets, or (ii) to raise additional capital through the sale of equity and the ownership interest of our equity holders may be diluted.

We will utilize our cash flows toward our contractual obligations, to invest in our business, including new product initiatives and growth strategies, including any potential acquisitions, and, if determined by our Board, to pay dividends to our equity holders, including guaranteed payments on certain of BCH’s preferred equity securities, and to fund tax distributions for certain noncontrolling interest holders. Our ability to fund these capital needs will depend on our ongoing ability to generate cash from operations and via the capital markets.

While we have concluded that there is substantial doubt about our ability to continue as a going concern, our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty related to the Company’s ability to continue as a going concern.

Reverse Stock Split

In April 2024, the Company’s stockholders approved a reverse stock split of its Common Stock at a range of ratios between 1-for-10 to 1-for-100, and the Company’s board of directors approved the implementation of the reverse stock split at a ratio of 1-for-80 (the “Reverse Stock Split”). The Reverse Stock Split was effective as of April 18, 2024, and the Company regained compliance with the minimum bid price requirement in May 2024.

As of the effective time of the Reverse Stock Split, every 80 issued and outstanding shares of the Company’s Common Stock was automatically reclassified into one issued and outstanding share of the Company’s Common Stock, with no change in the par value per share. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split and all fractional shares were rounded up to the nearest whole share with respect to outstanding shares of common stock. All share and per share amounts of the Company’s Class A and Class B common stock presented in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the 1-for-80 Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.

Amendments to Organizational Documents

In connection with the Reverse Stock Split, on April 11, 2024, the Company, in its capacity as the sole managing member and the sole non-managing member of Beneficient Company Group, L.L.C. (“Ben LLC”), entered into and adopted the Second Amended and Restated Limited Liability Company Agreement of Beneficient Company Group, L.L.C. (the “Ben LLC A&R LLCA”), which became effective on April 18, 2024, simultaneously with the effectiveness of the Reverse Stock Split. The Ben LLC A&R LLCA provides that, among other things, in the event that the Company at any time (i) subdivides (by any stock split, dividend, recapitalization or otherwise), the outstanding shares of the Class A common stock (and Class B common stock, as applicable) of the Company into a greater number of shares, Ben LLC shall (A) cause the issuance of additional Class A Units of Ben LLC (the “Ben LLC Class A Units”) and (B) cause Beneficient Company Holdings, L.P. (“BCH”) to issue additional Class A Units of BCH (the “BCH Class A Units”) (and such other limited partner interests, if any, as determined by Ben LLC in its capacity as general partner of BCH to be appropriate), in both cases to reflect the increase in the number of shares of Common Stock of the Company outstanding, and (ii) combines (by combination, reverse split or otherwise) the outstanding shares of Class A common stock (and Class B common stock, as applicable) of the Company into a smaller number of shares, Ben LLC shall (A) cause a reduction in the number of Ben LLC Class A Units outstanding and (B) cause BCH to reduce the number of BCH Class A Units (and such other limited partner interests, if any, as determined by Ben LLC in its capacity as the general partner of BCH to be appropriate), in both cases to reflect the decrease in the number of shares of Common Stock of the Company outstanding.

Also in connection with the Reverse Stock Split, on April 11, 2024, Ben LLC, in its capacity as the sole general partner of BCH, entered into and adopted the Ninth Amended and Restated Limited Partnership Agreement of BCH (the “Ninth A&R BCH LPA”), which became effective on April 18, 2024, simultaneously with the effectiveness of the Reverse Stock Split. The Ninth A&R BCH LPA provides for, among other things, (i) the combination of certain units of BCH in connection with the Reverse Stock Split and the corresponding reverse unit split of the Ben LLC Class A Units as well as amendments to the definition of the Preferred Series A Subclass 0 Unit Conversion Price and Preferred Series A Subclass 1 Unit Conversion Price (each as defined in the Ninth A&R BCH LPA) and (ii) remove references to the previously authorized Preferred Series C Subclass 1 Unit Accounts (as defined in the Ninth A&R BCH LPA), which are no longer outstanding.

Operating Cost Reduction Plan

On July 11, 2023, Beneficient’s board of directors (the “Board”) approved certain measures to reduce the operating expenses of the Company with a view toward focusing resources on areas of current business needs. As part of this plan, we commenced the furlough of approximately 30 employees, representing approximately 20% of our workforce as of July 11, 2023. We also implemented a reduction in spending with third-party vendors in certain parts of our business as part of the plan to reduce operating expenses.

Effective November 3, 2023, the Board approved additional measures to reduce the operating expenses of the Company, including the termination of the previously furloughed employees and the layoff of an additional 15 employees, representing approximately an additional 10% of our workforce as of November 3, 2023. We continue to focus efforts on reducing spending with third-party vendors in certain parts of our business as part of the plan to further reduce operating expenses.

1. Overview of the Business

Legal Structure

On June 6, 2023, the Company converted from a Delaware limited partnership to a Nevada corporation and changed its corporate name from “The Beneficient Company Group, L.P.” (“BCG”) to “Beneficient” (the “Conversion”). BCG, formerly known as Highland Consolidated Business Holdings, L.P., was formed on September 16, 2003. On June 6, 2023, following the BCG Recapitalization (as defined in Note 4) and the Conversion, the Company, as the sole member of Beneficient Company Group, L.L.C. (“Ben LLC”), adopted the First Amended and Restated Limited Liability Company Agreement of Ben LLC (the “Ben LLC A&R LLCA”). The Ben LLC A&R LLCA establishes managing member interests and non-managing members interests, referred to as the Class A Units of Ben LLC. Beneficient is designated as the sole managing member. In addition, certain additional amendments were made that principally focused on the management of Ben LLC by the managing member. After the adoption of the Ben LLC A&R LLCA, Beneficient contributed to Ben LLC all of the limited partnership interests and general partnership interests of Beneficient Company Holdings, L.P. (“BCH”) held by Beneficient (the “Contribution”), and Ben LLC became the general partner of BCH and the holder of 100% of the outstanding Class A Units of BCH.

BCH is a Delaware limited partnership formed on July 1, 2010. BCH is primarily a holding company that directly or indirectly receives all active and passive income of the Company and allocates that income among the partnership interests issued by BCH. As of March 31, 2024, BCH has issued and outstanding general partnership Subclass 1 Class A Units (“BCH Class A Units”), Class S Ordinary Units of BCH (the “BCH Class S Ordinary Units”), Class S Preferred Units of BCH (the “BCH Class S Preferred Units”), FLP Unit Accounts (Subclass 1, Subclass 2, and Subclass 3), Preferred Series A Subclass 0 Unit Accounts (“BCH Preferred A.0”), and Preferred Series A Subclass 1 Unit Accounts (“BCH Preferred A.1”).

Business Overview

Ben markets an array of liquidity, trustee, and trust administration products and services to alternative asset investors primarily comprised of mid-to-high net worth (“MHNW”) individual investors (generally those with a net worth of $5.0 million to $30.0 million), small-to-midsize institutional (“STMI”) investors, family offices (“FAMOs”) and fund general partners and sponsors (“GPs” and together with MHNW individuals, STMI investors and FAMOs, “Customers”). Ben provides Customers seeking an early exit from their alternative asset investments a suite of bespoke liquidity solutions for their otherwise illiquid alternative asset investments through a proprietary financing and trust structure, which we implement for our customers (we refer to such trusts collectively as the “Customer ExAlt Trusts”). We plan to offer comprehensive alternative asset trust and custody services, and novel insurance products covering risks attendant to owning, managing and transferring alternative assets, and additional broker-dealer services in connection with our liquidity products and services.

Ben’s primary operations, which commenced on September 1, 2017, relate to its liquidity and trust administration products and services. Ben offers or plans to offer its products and services through its operating subsidiaries, which include: (i) Ben AltAccess, L.L.C., a Delaware limited liability company (“Ben AltAccess”), which offers an online platform designed to provide a digital experience for Customers seeking liquidity, custody, trust and data services for their alternative assets, (ii) Ben Liquidity, L.L.C., a Delaware limited liability company, and its subsidiaries (collectively, “Ben Liquidity”), which offers liquidity products; (iii) Ben Custody, L.L.C., a Delaware limited liability company, and its subsidiaries (collectively, “Ben Custody”), which provides services for private fund, trustee, and trust administration; (iv) Ben Data, L.L.C., a Delaware limited liability company (“Ben Data”), which provides data analytics and evaluation services, (v) Ben Markets L.L.C., including its subsidiaries (“Ben Markets”), was recently launched and intends to provide broker-dealer services and transfer agency services in connection with offering Ben’s products and services; and (vi) Ben Insurance, L.L.C., including its subsidiaries (“Ben Insurance Services”), which intends to offer insurance products and services covering risks attendant to owning, managing and transferring alternative assets. Ben serves as trustee of certain of the Customer ExAlt Trusts, which operate for the benefit of the Charities (defined below) and Economic Growth Zones (defined below).

Regulatory Developments

PEN has been registered and licensed as a Class 3 insurer under the Bermuda Insurance Act of 1978, and Ben plans to seek approval from the Bermuda authorities for PEN to become operational. Pending approval from the Bermuda authorities, if approval is sought, PEN would write primary and re-insurance policies consistent with policies that would be underwritten domestically by BIC and fiduciary liability policies for managers and investors in alternative asset funds to cover losses from contractual indemnification and exculpation provisions arising under the governing documents of such funds.

On December 9, 2022, BIC submitted an application, which remains under review by the Kansas Insurance Department, to become a Kansas captive property and casualty insurer.

On March 28, 2022, a subsidiary of Ben Markets completed its 100% acquisition of MHT Securities, L.P. (“MHT Securities”), for $0.3 million. MHT Securities is an SEC-registered broker dealer and Financial Industry Regulation Authority (“FINRA”) member that is authorized to engage in private placements of securities. On May 3, 2022, FINRA issued its full approval of the change in ownership and MHT Securities’ name was changed to Beneficient Securities Company, L.P. and then subsequently the name was changed to AltAccess Securities Company, L.P. Since May 3, 2022, AltAccess Securities Company, L.P. has been registered as a securities broker-dealer with the SEC, FINRA, and certain states as determined by its business operations.

Liquidity and Going Concern

The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2024, we had unrestricted cash and cash equivalents of $7.9 million. Besides the unrestricted cash and cash equivalents, the Company’s principal sources of liquidity available to meet its contractual obligations are proceeds on ExAlt Loan payments and fee income derived from distributions on investments held by the Customer ExAlt Trusts and potential access to capital under the SEPA, however, our ability to access the cash distributions from the Customer ExAlt Trusts’ alternative asset portfolio is limited by the terms of the ExAlt Loans from Ben Liquidity to the Customer ExAlt Trusts and our ability to access proceeds from SEPA is subject to market conditions, such as trading volume, price of our Class A Common Stock and other factors beyond our control. For the years ended March 31, 2024 and 2023, we generated net losses totaling $2.7 billion and $252.1 million, respectively, which have resulted in an accumulated deficit of $2.1 billion as of March 31, 2024. In April 2024, $55 million in compensatory damages was assessed against the Company during a private arbitration. As of May 31, 2024, we had unrestricted cash and cash equivalents of approximately $6.4 million. All of these conditions raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance.

We expect that the Company will require additional capital by issuing additional debt or equity to satisfy our obligations and fund our operations for the next twelve months, especially in light of the $55 million arbitration award against the Company. We continue to work with the claimant in the arbitration on settlement terms that could reduce the potential near term cash obligations associated with the arbitration. Also, we intend to potentially refinance some or all of the existing borrowings, including approximately $23.4 million of certain outstanding borrowing maturing in the remainder of fiscal year 2025, prior to their maturity, with either our current lenders or other lenders, continue to seek opportunities to reduce corporate overhead, and intend to raise capital through equity or debt investments in us by third parties, including through the SEPA, however, we cannot conclude these are probable of being implemented or, if probable of being implemented, being in sufficient enough amounts to satisfy our contractual amounts as they presently exist that are coming due over the next 12 months as of the date of such filing.

On June 27, 2023, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), whereby we have the right, but not the obligation, to sell to Yorkville up to $250.0 million of shares of the Company’s common stock. On June 20, 2024, the Company obtained stockholder approval pursuant to Nasdaq Listing Rule 5635(d) for the issuance of shares of Class A common stock to Yorkville in excess of the Exchange Cap. As a result, the Company may issue up to an aggregate of approximately $246.3 million worth of shares of Class A common stock following registration with the SEC. However, the decision regarding future sale of shares, including those under the SEPA, is subject to market conditions, such as trading volume, price of our Class A Common Stock and other factors beyond our control.

As more fully described in Note 11, on October 19, 2023, we entered into a three-year $25.0 million term loan with HH-BDH LLC, which was fully drawn upon closing and, the proceeds of which were used or are intended to be used to repay certain outstanding obligations, fund development of our products, and provide additional working capital. The HH-BDH Credit Agreement contains certain financial maintenance covenants, including a debt service coverage ratio. If any of these limitations were to materially impede the flow of cash to us, our ability to service and repay our debt would be materially and adversely affected.

Operating Cost Reduction Plan

Income Taxes

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

The components of income tax expense for the three months ended June 30, 2024 and 2023, were as follows:

	2024		2023
(Dollars in thousands)	Three Months Ended June 30,
	2024		2023
Current expense
Federal	$	28	$	—

Deferred expense
Federal		—		—
Income tax expense	$	28	$	—

15. Income Taxes

The components of income tax expense (benefit) for the years ended March 31, 2024 and 2023, were as follows:

(Dollars in thousands)	2024		2023
	Year Ended March 31,
(Dollars in thousands)	2024		2023
Deferred expense
Federal	$	788	$	(1,072	)
Income tax expense (benefit)	$	788	$	(1,072	)

(Dollars in thousands)	2024			2023
	Year Ended March 31,
(Dollars in thousands)	2024			2023
Expected statutory income tax benefit	$	(558,052	)	$	(51,011	)
Amounts not deductible for income tax - goodwill impairment		490,969			—
Amounts not deductible for income tax - other		4,919			505
Amounts attributable to non-taxable flow-through entities		2,855			41,240
Change in valuation allowance		60,097			8,194
Income tax expense (benefit)	$	788		$	(1,072	)

The components of gross deferred tax assets and gross deferred tax liabilities as of March 31, 2024 and 2023, are as follows (included in other assets):

(Dollars in thousands)	March 31, 2024		March 31, 2023
Deferred income tax assets:
Passthrough differences - temporary	$	28,130	$	17,142
Loss on arbitration		11,544		—
Share-based compensation		4,567		—
Net operating loss		17,658		991
Non-current deferred income tax assets		61,899		18,133

Deferred income tax liabilities:
Other		—		—
Non-current deferred income tax liabilities		—		—
Less: valuation allowance		61,899		18,133
Total deferred income tax liability	$	—	$	—

As of March 31, 2024 and 2023, our gross federal and state net operating loss carryforwards for income tax purposes were approximately $82.4 million and $4.7 million, respectively. Under the Tax Act, federal net operating loss carryforwards can be carried forward indefinitely but the deduction for federal net operating loss is limited to 80% of taxable income for any given year. The Company’s state net operating losses can generally be carried forward indefinitely but the deduction for state net operating loss is generally limited to 80% of taxable state income for any given year.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred over the past three years and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of March 31, 2024 and 2023.

The Company does not have any significant uncertain tax positions as of March 31, 2024 and 2023, and the 2020, 2021 and 2022 tax years remain subject to examination by major tax jurisdictions as of the date of this report.

The entire disclosure for income tax.

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Debt Due to Related Parties

Debt Due to Related Parties

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Debt Disclosure [Abstract]

8. Debt Due to Related Parties

As of June 30, 2024 and March 31, 2024, the Company’s debt due to related parties consisted of the following:

Schedule of Debt

(Dollars in thousands)	June 30, 2024			March 31, 2024
First Lien Credit Agreement	$	21,260		$	21,264
Second Lien Credit Agreement		72,983			72,996
Term Loan		25,000			25,000
Other borrowings		2,208			2,180
Unamortized debt discount, net		(897	)		(935	)
Total debt due to related parties	$	120,554		$	120,505

First and Second Lien Credit Agreements

On August 13, 2020, Ben, through its subsidiary Beneficient Capital Company II, L.L.C. (formerly known as Beneficient Capital Company, L.L.C.) (“BCC”), executed the Second Amended and Restated First Lien Credit Agreement (“First Lien Credit Agreement”) and the Second Amended and Restated Second Lien Credit Agreement (“Second Lien Credit Agreement”) collectively, (the “Second A&R Agreements”) with its lender, HCLP Nominees, L.L.C (“HCLP”), to amend its First Lien Credit Agreement and Second Lien Credit Agreement dated September 1, 2017 and December 28, 2018, respectively. The Second A&R Agreements have been further amended from time to time to extend the maturity date and defer principal and interest payments, among other things. In connection with the amendments to the Second A&R Agreements, Ben agreed to pay extension fees on a percentage of the amount outstanding under the credit agreements as of the date of the respective amendment. The interest rate on each loan under the Second A&R Agreements is 1-month LIBOR plus 8.0%, with a maximum interest rate of 9.5%.

On March 24, 2022, Ben executed Consents and Amendments No. 4 to the Second A&R Agreements with HCLP, which, among other things, (i) deferred the payment of accrued and unpaid interest to March 24, 2022, (ii) evidenced the terms agreed to in the December 1, 2021 term sheet, (iii) extended the maturity date of the loans to August 31, 2023, and (iv) established revised installment payments for each loan of $5.0 million due on May 10, 2022, August 10, 2022, December 10, 2022, and March 10, 2023, so long as each payment does not cause the Company to incur a going concern, and (v) amended the occurrence of an event of default to require notice from HCLP on almost all potential defaults listed under the Second A&R Agreements. In addition, Ben agreed to pay fees totaling approximately 6.5% of the outstanding principal before giving effect to the amendments.

On February 15, 2023, Ben executed those certain Amendment No. 5 to Second Amended and Restated Credit Agreement and Consent and Amendment No. 5 to Second Amended and Restated Second Lien Credit Agreement with HCLP, pursuant to which, as required by Amendments No. 4, certain Ben subsidiaries became subsidiary guarantors and entered into those certain Amended and Restated Security and Pledge Agreement (First Lien) and Amended and Restated Security and Pledge Agreement (Second Lien), that certain first lien Guaranty and that certain second lien Guaranty.

On June 5, 2023, BCH, entered into those certain Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement, which amended the First Lien Credit Agreement, and Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement (collectively, the “Sixth Amendments”), which amended the Second Lien Credit Agreement, each among BCH, HCLP and the other parties thereto. Among other things, the Sixth Amendments (i) allowed for the consummation of the Transactions pursuant to the Business Combination Agreement, and effective as June 7, 2023 (ii) amended the definition of “Change of Control” (as defined therein), and (iii) provided that Beneficient will be the “Parent” thereunder.

On July 12, 2023, BCH, entered into (a) that certain Amendment No. 7 to the First Lien Amendment, which amended the First Lien Credit Agreement, and (b) that certain Amendment No. 7 to Second Lien Amendment (together with the First Lien Amendment, the “Seventh Amendments”), which amended the Second Lien Credit Agreement, each among BCH, HCLP and the other parties thereto. Among other things, the Seventh Amendments (i) modified the interest rate to a fixed rate of 9.5%, (ii) extended the maturity dates of the First Lien Amendment and the Second Lien Amendment to September 15, 2024 and September 15, 2027, respectively, and (iii) agreed to installment payments on the First Lien Amendment of $5.0 million on each of March 29th, June 28th, September 29th, and December 29th of each year for so long as the obligations remain outstanding, and so long as such payments do not cause a going concern. No payments will be made on the Second Lien Amendment until the obligations on the First Lien Amendment have been fully satisfied. Ben agreed to pay fees totaling approximately $0.1 million. During the three months ended June 30, 2024 and 2023, no deferred financing costs were paid to HCLP. As of June 30, 2024 and March 31, 2024, the unamortized premium related to the Second A&R Agreements was $0.5 million and $0.5 million, respectively. Through June 30, 2024, all required principal and interest payments due under the Second A&R Agreements have been paid.

In connection with the Second A&R Agreements, Beneficient Holdings, Inc. (“BHI”), which owns a majority of the BCH Class S Ordinary Units, BCH Preferred A.1, and FLP Subclass 1 Unit Accounts issued by BCH, will grant certain tax-related concessions to HCLP as may be mutually agreed upon between the parties. In exchange for the tax-related concessions, 5.0% of BHI’s BCH Preferred A.1, which will be held by HCLP, may convert to BCH Preferred A.0. In addition, recipients of a grant of BCH Preferred A.1 from BHI will have the right to put an amount of BCH Preferred A.1 to Ben equal to any associated tax liability stemming from any such grant; provided that the aggregated associated tax liability shall not relate to more than $30.0 million of grants of BCH Preferred A.1 from BHI. No such liability existed as of June 30, 2024 and March 31, 2024.

The Second A&R Agreements and ancillary documents contain covenants that (i) prevent Ben from issuing any securities senior to the BCH Preferred A.0 or BCH Preferred A.1; (ii) prevent Ben from incurring additional debt or borrowings greater than $10.0 million, other than trade payables, while the loans are outstanding; and (iii) prevent, without the written consent of HCLP, GWG Holdings from selling, transferring, or otherwise disposing of any BCH Preferred A.1 held as of May 15, 2020, other than to its subsidiary GWG DLP Funding V, LLC. GWG no longer holds any BCH Preferred A.1 Unit Accounts. Ben obtained consents for the Second A&R Agreements from HCLP in connection with the HH-BDH Credit Agreement (as defined below). As of June 30, 2024, the Company was in compliance with all remaining covenants.

Term Loan

On October 19, 2023, Beneficient Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of the Company, and BCH, as guarantor (the “Guarantor” and together with the Borrower, the “Loan Parties”), entered into a Credit and Guaranty Agreement (the “HH-BDH Credit Agreement”) with HH-BDH L.L.C. (the “HH-BDH”), as administrative agent. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the HH-BDH Credit Agreement.

HH-BDH’s sole member is Hicks Holdings. The managing member of Hicks Holdings is Mr. Thomas O. Hicks, a member of the Company’s Board of Directors. HH-BDH will receive customary fees and expenses in its capacity as a lender and as the administrative agent under the HH-BDH Credit Agreement, as further described below. Hicks Holdings and Mr. Hicks may be deemed to have a direct or indirect material financial interest with respect to the transactions contemplated by the HH-BDH Credit Agreement, as described below. HH-BDH funded the amounts under the HH-BDH Credit Agreement with the proceeds of a third-party financing (the “Financing”).

The HH-BDH Credit Agreement provides for a three-year term loan in the aggregate principal amount of $25.0 million (the “Term Loan”), which was fully drawn on closing.

Borrowings under the HH-BDH Credit Agreement bear interest, at the Company’s option, calculated according to a base rate, adjusted term SOFR rate, or adjusted daily simple SOFR rate, plus an applicable margin, subject to a Maximum Rate determined by applicable law in the State of New York. The Company elected the adjusted daily simple SOFR rate with a margin of 6.5% for the first two years and 5.5% for the third year. Accrued and unpaid interest is payable monthly, upon prepayment, and at maturity. The Term Loan will mature on October 19, 2026, and all outstanding principal amounts and accrued and unpaid interest thereon shall be due and payable on such date. As of June 30, 2024 and March 31, 2024, the unamortized discount related to the Term Loan was $1.4 million and $1.5 million, respectively.

The Term Loan is secured in part by pledges of: (a) substantially all of the assets of the Borrower, (b) the Guarantor’s equity interests in the Borrower, (c) 97.5% of the equity interests held by The EP-00117 Custody Trust, a Delaware statutory trust known as the “Custody Trust,” in certain entities that hold interests in private investment funds, which, as of June 30, 2024 and March 31, 2024, represented approximately 39.0% and 41.5%, respectively, of all assets held by the Customer ExAlt Trusts and (d) certain deposit accounts.

The HH-BDH Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including covenants which restrict the ability of the Loan Parties, the Custody Trust and certain affiliated entities to, among other things, create liens, incur additional indebtedness, make certain restricted payments and engage in certain other transactions, in each case subject to certain customary exceptions. In addition, the HH-BDH Credit Agreement contains certain financial maintenance covenants, including a debt service coverage ratio of 1.25 to 1.00. As of June 30, 2024, the Company was in compliance with all covenants.

Additionally, the HH-BDH Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross default of material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default may result in the acceleration of repayment obligations with respect to any outstanding principal amounts and foreclosure on the collateral.

Hicks Holdings will receive the following fees and payments in connection with the Term Loan:

●

A non-refundable fee in an amount equal to 1.0% of the aggregate commitments under the Term Loan upon execution of the HH-BDH Credit Agreement (the “Closing Date”);

●

On each Payment Date, from and including: (1) from the Closing Date until the second anniversary of the Closing Date, an interest payment at an interest rate equal to 3.0% per annum; and (2) from the second anniversary of the Closing Date until the loans are repaid in full, interest payments at an interest rate equal to 2.0% per annum (such interest is in included in HH-BDH’s receipt of interest payments as described above);

●

If any amounts under the HH-BDH Credit Agreement are prepaid prior to the scheduled Make Whole Date, including by reason of acceleration, a make-whole payment equal to the product of the principal amounts being repaid and the applicable interest rate plus 3.0% and the number of calendar days between the date of such prepayment and the scheduled Make Whole Date, divided by 360; and

●

Certain fees, payments and expenses incurred by Hicks Holdings in connection with the Financing.

Aggregate maturities of principal on the debt due to related parties for the next five fiscal years ending March 31 are as follows:

(Dollars in thousands)	Debt Due to Related Parties
2025	$	23,468
2026		—
2027		25,000
2028		72,983
2029		—

11. Debt Due to Related Parties

As of March 31, 2024 and 2023, the Company’s debt due to related parties consisted of the following:

Schedule of Debt

(Dollars in thousands)	March 31, 2024			March 31, 2023
First Lien Credit Agreement	$	21,264		$	21,350
Second Lien Credit Agreement		72,996			73,291
Term Loan		25,000			—
Other borrowings		2,180			2,076
Unamortized debt (discount) premium, net		(935	)		2,597
Total debt due to related parties, net	$	120,505		$	99,314

First and Second Lien Credit Agreements

As part of Ben’s formative transactions in 2017, the First Lien Credit Agreement proceeds were loaned by HCLP to a subsidiary of Ben. Ben’s subsidiary then loaned the amount on to the Customer ExAlt Trusts so that the Customer ExAlt Trusts could acquire investments in alternative assets purchased from certain other constituent trusts of the formative ExAlt PlanTM of which MHT Financial, L.L.C. (“MHT Financial” or “MHT”) was named the beneficiary (such trusts, the “2017-18 Exchange Trusts”). As discussed in Note 16, the balance of this related party debt at the time of Ben’s September 1, 2017 commencement of Ben’s commercial operations reduced the balance of the preferred equity held by Ben’s founders.

On February 15, 2023, Ben executed those certain Amendment No. 5 to Second Amended and Restated Credit Agreement and Consent and Amendment No. 5 to Second Amended and Restated Second Lien Credit Agreement with HCLP, pursuant to which, as required by the prior amendment, certain Ben subsidiaries became subsidiary guarantors and entered into those certain Amended and Restated Security and Pledge Agreement (First Lien) and Amended and Restated Security and Pledge Agreement (Second Lien), that certain first lien Guaranty and that certain second lien Guaranty.

On July 12, 2023, BCH, entered into (a) that certain Amendment No. 7 to the First Lien Amendment, which amended the First Lien Credit Agreement, and (b) that certain Amendment No. 7 to Second Lien Amendment (together with the First Lien Amendment, the “Seventh Amendments”), which amended the Second Lien Credit Agreement, each among BCH, HCLP and the other parties thereto. Among other things, the Seventh Amendments (i) modified the interest rate to a fixed rate of 9.5%, (ii) extended the maturity dates of the First Lien Amendment and the Second Lien Amendment to September 15, 2024 and September 15, 2027, respectively, and (iii) agreed to installment payments on the First Lien Amendment of $5.0 million on each of March 29th, June 28th, September 29th, and December 29th of each year for so long as the obligations remain outstanding, and so long as such payments do not cause a going concern. No payments will be made on the Second Lien Amendment until the obligations on the First Lien Amendment have been fully satisfied. No principal payments were made on the First or Second Lien Credit Agreements during fiscal year 2024 or 2023. Ben agreed to pay fees totaling approximately $0.1 million. During the years ended March 31, 2024 and 2023, no deferred financing costs were paid to HCLP. As of March 31, 2024 and 2023, the unamortized premium related to the Second A&R Agreements was $0.5 million and $2.6 million, respectively. Through March 31, 2024, all required principal and interest payments due under the Second A&R Agreements have been paid.

The Second A&R Agreements and ancillary documents contain covenants that (i) prevent Ben from issuing any securities senior to the BCH Preferred A.0 or BCH Preferred A.1; (ii) prevent Ben from incurring additional debt or borrowings greater than $10.0 million, other than trade payables, while the loans are outstanding; and (iii) prevent, without the written consent of HCLP, GWG Holdings from selling, transferring, or otherwise disposing of any BCH Preferred A.1 held as of May 15, 2020, other than to its subsidiary GWG DLP Funding V, LLC. Ben obtained consents for the Second A&R Agreements from HCLP in connection with the HH-BDH Credit Agreement (as defined below). As of March 31, 2024, the Company was in compliance with all covenants.

Term Loan

HH-BDH’s sole member is Hicks Holdings. The managing member of Hicks Holdings is Mr. Thomas O. Hicks, a member of the Company’s Board. HH-BDH will receive customary fees and expenses in its capacity as a lender and as the administrative agent under the HH-BDH Credit Agreement, as further described below. Hicks Holdings and Mr. Hicks may be deemed to have a direct or indirect material financial interest with respect to the transactions contemplated by the HH-BDH Credit Agreement, as described below. HH-BDH funded the amounts under the HH-BDH Credit Agreement with the proceeds of a third-party financing (the “Financing”).

The HH-BDH Credit Agreement provides for a three-year term loan in the aggregate principal amount of $25.0 million (the “Term Loan”), which was fully drawn on closing.

Borrowings under the HH-BDH Credit Agreement bear interest, at the Company’s option, calculated according to a base rate, adjusted term SOFR rate, or adjusted daily simple SOFR rate, plus an applicable margin, subject to a Maximum Rate determined by applicable law in the State of New York. The Company elected the adjusted daily simple SOFR rate with a margin of 6.5% for the first two years and 5.5% for the third year. Accrued and unpaid interest is payable monthly, upon prepayment, and at maturity. The Term Loan will mature on October 19, 2026, and all outstanding principal amounts and accrued and unpaid interest thereon shall be due and payable on such date. During the year ended March 31, 2024, $1.6 million deferred financing costs were paid related to the Term Loan. As of March 31, 2024, the unamortized discount related to the Term Loan was $1.5 million.

The Term Loan is secured in part by pledges of: (a) substantially all of the assets of the Borrower, (b) the Guarantor’s equity interests in the Borrower, (c) 97.5% of the equity interests held by The EP-00117 Custody Trust, a Delaware statutory trust known as the “Custody Trust”, in certain entities that hold interests in private investment funds, which, as of March 31, 2024, represented approximately 41.5% of all assets held by the Customer ExAlt Trusts and (d) certain deposit accounts.

The HH-BDH Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including covenants which restrict the ability of the Loan Parties, the Custody Trust and certain affiliated entities to, among other things, create liens, incur additional indebtedness, make certain restricted payments and engage in certain other transactions, in each case subject to certain customary exceptions. In addition, the HH-BDH Credit Agreement contains certain financial maintenance covenants, including a debt service coverage ratio of 1.25 to 1.00. As of March 31, 2024, the Company was in compliance with all covenants.

Hicks Holdings will receive the following fees and payments in connection with the Term Loan:

●

A non-refundable fee in an amount equal to 1.0% of the aggregate commitments under the Term Loan upon execution of the HH-BDH Credit Agreement (the “Closing Date”);

●

Certain fees, payments and expenses incurred by Hicks Holdings in connection with the Financing.

Aggregate maturities of principal and accrued interest on the debt due to related parties for the next five fiscal years ending March 31 are as follows:

(Dollars in thousands)	Debt Due to Related Parties
2025	$	23,444
2026		—
2027		25,000
2028		72,996
2029		—

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Schedule of Share-Based Payment Award, Valuation Assumptions (Details) - BMP Equity Incentive Plan [Member]	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term in years	4 years	4 years
Discount rate	32.10%	32.10%
Discount for lack of marketability	23.10%	23.10%
Long-term growth rate (after discrete projection period)	2.50%	2.50%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Share-Based Payment Arrangement, Cost by Plan (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

BMP Equity Units [Member]

$ 994

$ 27,001

$ 39,103

$ 10,085

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted Equity Units [Member]

113

675

1,854

4,297

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Share Based Payment Arrangement Preferred Equity [Member]

832

8,723

18,415

4,358

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Share Based Payment Arrangement Other Expense [Member]

286

858

1,430

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

$ 49

^[1]

$ 17,317

^[1]

$ 17,976

^[2]

[1]	For the quarter ended June 30, 2023 includes $15.0 million of compensation recognized related to the BCG Recapitalization and $2.3 million recognized for equity based compensation issued to employees for Ben Liquidity transactions.
[2]	Includes $15.0 million of compensation recognized related to the BCG Recapitalization and $3.0 million recognized for equity based compensation issued to employees for Ben Liquidity transactions.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Indefinite-Lived Intangible Assets [Line Items]

Schedule of Intangible Assets and Goodwill (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

$ 13,606

$ 2,367,926

^[1]

$ 2,367,926

^[1]

$ 2,367,750

3,394

1,096,305

2,354,320

10,212

13,606

2,367,926

^[1]

16,706

2,371,026

2,370,850

Goodwill, Acquired During Period

13,312

16,706

2,371,026

^[2]

176

Goodwill transfers

(2,367,926)

Insurance License [Member]

(3,394)

(1,096,305)

(2,354,320)

Indefinite-Lived Intangible Assets [Line Items]

Insurance license

3,100

Insurance license

3,100

Ben Liquidity [Member]

Indefinite-Lived Intangible Assets [Line Items]

1,725,880

1,725,880

1,725,880

1,725,880

(1,725,880)

Indefinite-Lived Intangible Assets [Line Items]

10,896

594,219

3,129

583,323

7,767

10,896

594,219

Goodwill transfers

594,219

Indefinite-Lived Intangible Assets [Line Items]

(3,129)

(583,323)

Ben Insurance [Member]

37,942

37,942

37,942

37,942

(37,942)

Indefinite-Lived Intangible Assets [Line Items]

2,710

$ 9,885

9,885

265

7,175

2,445

2,710

9,885

Goodwill transfers

9,885

Charitable contribution percentage

$ (265)

$ (7,175)

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.
[2]	The additional goodwill resulted from the purchase of MHT Securities, as discussed in Note 1.

Overview of the Business (Details Narrative)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Aug. 14, 2024

USD ($)

Aug. 06, 2024

USD ($)

$ / shares

Nov. 03, 2023

Integer

Oct. 19, 2023

USD ($)

Jul. 11, 2023

Integer

Jun. 27, 2023

USD ($)

Mar. 28, 2022

USD ($)

Dec. 07, 2021

$ / shares

Dec. 06, 2021

$ / shares

Apr. 30, 2024

USD ($)

Jun. 30, 2024

USD ($)

Jun. 30, 2023

USD ($)

Mar. 31, 2024

USD ($)

Jun. 30, 2024

USD ($)

Mar. 31, 2024

USD ($)

Mar. 31, 2023

USD ($)

Jul. 31, 2024

USD ($)

Jun. 20, 2024

USD ($)

May 31, 2024

USD ($)

Jun. 07, 2023

2.50%

Portion allocated to noncontrolling interest holders | $ / shares

$ 0.025

$ 0.05

Portion allocated to lender | $ / shares

$ 1.00

$ 0.95

Cash and cash equivalents at carrying value

$ 4,399

$ 7,913

$ 4,399

$ 7,913

$ 8,726

^[1]

Outstanding borrowing maturing

44,310

$ (1,155,970)

(2,658,180)

(252,100)

Accumulated deficit

2,011,547

2,059,214

2,011,547

2,059,214

^[1]

23,500

Furloughed employees | Integer

Percentage of workforce

10.00%

20.00%

Gain loss litigation settlement

$ 55,000

(54,973)

Outstanding borrowing maturing

23,400

$ 23,400

MHT Securities, L.P [Member]

Business combination consideration transferred

$ 300

Standby Equity Purchase Agreement [Member]

Standby Equity Purchase Agreement [Member] | Maximum [Member]

$ 2,600

$ 1,300

$ 3,900

HHBDH [Member] | Term Loan [Member]

$ 250,000

Debt Instrument, Term

3 years

Term loan

$ 25,000

Subsequent Event [Member]

Cash and cash equivalents at carrying value

$ 1,700

$ 6,400

Securities exercisable | shares

1,325,382

Subsequent Event [Member] | Common Class A [Member]

Securities exercisable | shares

662,691

1,325,382

Warrant exercise price | $ / shares

$ 2.63

Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member]

Aggregate principal amount

$ 4,000

Conversion amount

$ 2,000

Securities exercisable | shares

Stock value issuable

$ 246,100

Common Class A [Member] | Subsequent Event [Member]

Stock value issuable

$ 246,300

Warrant exercise price | $ / shares

$ 2.63

BCH [Member] | Subclass 1 Class A Units [Member]

Ownership interest

100.00%

Related Party [Member]

Outstanding borrowing maturing

$ 23,468

$ 23,444

$ 23,468

$ 23,444

Debt Instrument, Term

3 years

Term loan

$ 25,000

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Schedule of Share-Based Payment Arrangement, Nonvested Award, Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Year one		$ 2,123
Year two	$ 3,625	2,156
Year three	2,398	897
Year four	1,008	372
Year five
Year six
Total	7,031	5,548
BMP Equity Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Year one		331
Year two	540	225
Year three	242	14
Year four	14
Year five
Year six
Total	$ 796	570
Weighted-average period to be recognized	1 year 6 months 21 days
Restricted Equity Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Year one		1,650
Year two	$ 2,894	1,871
Year three	2,096	883
Year four	994	372
Year five
Year six
Total	$ 5,984	4,776
Weighted-average period to be recognized	2 years 7 months 20 days
Commissions Equity Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Year one		142
Year two	$ 191	60
Year three	60
Year four
Year five
Year six
Total	$ 251	$ 202
Weighted-average period to be recognized	1 year 4 months 24 days

Variable Interest Entities (Details Narrative) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Assets

$ 361,304

$ 368,501

$ 2,910,695

^[1]

Variable Interest Entity, Primary Beneficiary [Member]

(1,183)

$ (3,461)

(104,521)

(51,421)

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

CT Risk Management LLC [Member] | Variable Interest Entity, Primary Beneficiary [Member]

1,700

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Assets

4,000

$ 2,300

$ 3,000

$ 3,500

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Amount of asset recognized for present right to economic benefit.

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Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Less: Net (income) loss attributable to noncontrolling interests

$ 44,310

$ (1,155,970)

$ (2,658,180)

$ (252,100)

7,713

44,552

579,332

136,942

Less: Noncontrolling interest guaranteed payment

(4,356)

(4,105)

(16,793)

(15,822)

Net income (loss) attributable to Beneficient common shareholders

47,667

(1,115,523)

(2,095,641)

(130,980)

Plus: Noncontrolling interest guaranteed payment

4,356

4,105

16,793

15,822

Net income attributable to Beneficient common shareholders - Diluted

$ 44,836

Net loss attributable to Beneficient

(2,095,641)

(130,980)

Preferred B.1 [Member]

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

165,151

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Class S Preferred [Member]

66,982

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

605

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

62,093,987

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Restricted Stock Units (RSUs) [Member]

199,826,619

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Consolidated Entity, Excluding Consolidated VIE [Member]

21,118

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Less: Net (income) loss attributable to noncontrolling interests

$ (7,187)

(30,686)

(535,157)

(19,081)

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Net income (loss) attributable to Beneficient common shareholders

$ 44,770

$ (1,013,454)

$ (1,955,861)

$ (118,402)

Weighted average of common shares outstanding - Basic

3,696,979

2,302,000

2,904,851

^[1],[2]

2,252,228

^[1],[2]

Net loss attributable to Beneficient per common share - Basic

$ 12.11

$ (440.25)

$ (673.31)

^[1],[2]

$ (52.57)

^[1],[2]

Weighted average of common shares outstanding - Diluted

^[1],[2]

2,904,851

2,252,228

Net loss attributable to Beneficient per common share - Diluted

$ 0.17

$ (440.25)

$ (673.31)

^[1],[2]

$ (52.57)

^[1],[2]

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Net income (loss) attributable to Beneficient common shareholders

$ 2,897

$ (102,069)

$ (139,780)

$ (12,578)

Weighted average of common shares outstanding - Basic

239,256

^[1],[2]

239,256

^[1]

Net loss attributable to Beneficient per common share - Basic

$ 12.11

$ (426.61)

$ (584.23)

^[2]

$ (52.57)

^[1],[2]

Weighted average of common shares outstanding - Diluted

^[1]

239,256

^[2]

239,256

Net loss attributable to Beneficient per common share - Diluted

$ 0.17

$ (426.61)

$ (584.23)

^[2]

$ (52.57)

^[1],[2]

Common Class A And B [Member]

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Weighted average of common shares outstanding - Basic

3,936,235

Weighted average of common shares outstanding - Diluted

266,110,697

Net loss attributable to Beneficient per common share - Diluted

$ 0.17

[1]	Periods presented have been adjusted to reflect the 1-for-80 reverse stock split on April 18, 2024. See Note 1 - Summary of Significant Accounting Policies - Reverse Stock Split, for additional information.
[2]	Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Subsequent Events

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

19. Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were available to be issued, and determined that there have been no events, other than those disclosed below, that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

Securities Purchase Agreement

On August 6, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Yorkville, pursuant to which the Company agreed to issue and sell to Yorkville, convertible debentures in an aggregate principal amount of up to $4.0 million (the “Convertible Debentures”) and warrants (the “Warrants”) to purchase up to 1,325,382 shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), at an exercise price of $2.63. The Company issued $2.0 million in aggregate principal amount of Convertible Debentures and Warrants to purchase up to 662,691 shares of Common Stock upon signing of the Securities Purchase Agreement, and the Company will issue the additional Convertible Debentures and Warrants on or before the first business day after the date the registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the Common Stock underlying the Convertible Debentures and Warrants is declared effective by the SEC. The Convertible Debentures do not bear interest, subject to a potential increase to 18.0% per annum upon the occurrence of certain events of default, mature on February 6, 2025, and may be redeemed at a premium any time prior to maturity at the Company’s election, subject to conditions. The Convertible Debentures will be issued at an original issue discount of 10%.

Potential Future Goodwill Impairment

Through the date of this report, the Company has not experienced any further significant sustained decline in the price of its common stock from the values at June 30, 2024 of $2.22. Significant sustained declines in our common stock and related market capitalization have in the past been triggering events requiring interim goodwill impairment testing. In the future, should we experience a significant sustained decrease in the Company’s common stock from the June 30, 2024 values, this may be a potential indicator that a portion of our remaining goodwill is impaired and may require a quantitative impairment assessment of the Company’s assets, including goodwill and intangible assets, which may result in an additional impairment charge in a future period. While management cannot predict if or when additional future goodwill impairments may occur, additional goodwill impairments could have material adverse effects on the Company’s financial condition, operating income, net assets, and/or the Company’s cost of, or access to, capital.

22. Subsequent Events

The Company has evaluated subsequent events the date the financial statements were issued, and determined that there have been no events, other than those disclosed below, that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

Reverse Stock Split

In November 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company, as the bid price for its common stock had closed below $1.00 per share for the last 30 consecutive business days, it was not in compliance with Nasdaq Listing Rule 5450(a)(1), which is the minimum bid price requirement for continued listing on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a 180-calendar day period, or until May 28, 2024, to regain compliance with the minimum bid price requirement. The continued listing standard would be met once the closing bid price of the Company’s Class A common stock was at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day period. In April 2024, the Company’s stockholders approved a reverse stock split of its common stock at a range of ratios between 1-for-10 to 1-for-100, and the Company’s board of directors approved the implementation of the Reverse Stock Split at a ratio of 1-for-80. The Reverse Stock Split was effective as of April 18, 2024 and the Company regained compliance with the minimum bid price requirement in May 2024.

As of the effective time of the Reverse Stock Split, every 80 issued and outstanding shares of the Company’s Common Stock was automatically reclassified into one issued and outstanding share of the Company’s Common Stock. This reduced the number of shares outstanding from 268.7 million shares to 3.4 million shares for Class A common stock and from 19.1 million shares to 239 thousand shares for Class B common stock. The Reverse Stock Split also reduced the number of authorized shares to 18.75 million for Class A common stock and 250 thousand for Class B common stock. Proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion of the Company’s equity award, warrants, and other equity instruments convertible into common stock, as well as the applicable exercise price. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split and all fractional shares were rounded up to the nearest whole share with respect to outstanding shares of common stock. All share and per share amounts of the Company’s Class A and Class B common stock presented have been retroactively adjusted to reflect the 1-for-80 Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.

Amendments to Organizational Documents

In connection with the Reverse Stock Split, on April 11, 2024, the Company, in its capacity as the sole managing member and the sole non-managing member of Beneficient Company Group, L.L.C. (“Ben LLC”), entered into and adopted the Second Amended and Restated Limited Liability Company Agreement of Beneficient Company Group, L.L.C. (the “Ben LLC A&R LLCA”), which became effective on April 18, 2024, simultaneously with the effectiveness of the Reverse Stock Split. The Ben LLC A&R LLCA provides that, among other things, in the event that the Company at any time (i) subdivides (by any stock split, dividend, recapitalization or otherwise), the outstanding shares of the Class A Common Stock (and Class B Common Stock, as applicable) of the Company into a greater number of shares, Ben LLC shall (A) cause the issuance of additional Class A Units of Ben LLC (the “Ben LLC Class A Units”) and (B) cause Beneficient Company Holdings, L.P. (“BCH”) to issue additional Class A Units of BCH (the “BCH Class A Units”) (and such other limited partner interests, if any, as determined by Ben LLC in its capacity as general partner of BCH to be appropriate), in both cases to reflect the increase in the number of shares of Common Stock of the Company outstanding, and (ii) combines (by combination, reverse split or otherwise) the outstanding shares of Class A Common Stock (and Class B Common Stock, as applicable) of the Company into a smaller number of shares, Ben LLC shall (A) cause a reduction in the number of Ben LLC Class A Units outstanding and (B) cause BCH to reduce the number of BCH Class A Units (and such other limited partner interests, if any, as determined by Ben LLC in its capacity as the general partner of BCH to be appropriate), in both cases to reflect the decrease in the number of shares of Common Stock of the Company outstanding.

Potential Future Goodwill Impairment

Through the date of this report, the Company continues to experience a further significant sustained decline in the price of its common stock from the values at March 31, 2024 of $5.36. A significant sustained decrease in the Company’s common stock, has in the past been, and in the future may be, a potential indicator that a portion of our goodwill is impaired and may require a quantitative impairment assessment of the Company’s assets, including goodwill and intangible assets, which may result in an additional impairment charge during the fiscal 2025 or a subsequent fiscal year. While management cannot predict if or when additional future goodwill impairments may occur, additional goodwill impairments could have material adverse effects on the Company’s financial condition, operating income, net assets, and/or the Company’s cost of, or access to, capital.

Schedule of Variable Interest Entities (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Oct. 18, 2023

Mar. 31, 2022

Assets:

$ 4,399

$ 7,913

$ 8,726

^[1]

314

819

^[1]

331,367

329,119

497,221

Other assets, net

11,912

14,699

32,903

^[1]

Total assets

361,304

368,501

2,910,695

^[1]

Liabilities:

103,012

157,157

65,724

^[1]

Accumulated other comprehensive income (loss)

34,796

31,727

14,622

^[1]

Total liabilities

258,542

309,567

231,789

^[1]

Equity:

Treasury stock

(3,444)

^[1]

Noncontrolling interests

34,293

42,231

142,213

^[1]

255

276

9,900

^[1]

Total equity (deficit)

(148,290)

$ 1,280,947

(192,118)

1,728,413

^[1]

$ 1,907,336

Revenues

Investment income (loss), net

11,028

500

4,791

(54,010)

(1,183)

(3,461)

(104,521)

(51,421)

116

457

412

10,046

(2,743)

(98,696)

(104,903)

Operating expenses

4,288

3,784

17,559

15,471

524

6,016

20,580

5,544

10,373

29,999

38,422

3,081

6,942

21,854

28,269

Total operating expenses

(34,292)

1,153,227

2,549,850

148,269

Net income (loss) attributable to noncontrolling interests

44,310

(1,155,970)

(2,658,180)

(252,100)

7,713

44,552

579,332

136,942

Customer ExAlt Trusts loan payable, net

52,129

^[1]

$ 47,900

Loss on extinguishment of debt, net

212

(8,846)

Variable Interest Entity, Primary Beneficiary [Member]

Assets:

331,367

329,113

491,859

^[1]

Revenues

Net income (loss) attributable to noncontrolling interests

1,700

Operating expenses

(526)

(13,866)

(44,175)

(117,861)

Customer Ex Alt Trusts [Member] | Variable Interest Entity, Primary Beneficiary [Member]

Assets:

1,244

963

3,259

314

819

331,367

329,113

491,859

Other assets, net

5,891

Total assets

332,959

330,170

501,828

Liabilities:

1,823

1,670

1,945

Accumulated other comprehensive income (loss)

109

132

Total liabilities

1,842

1,779

54,206

Equity:

Treasury stock

(3,444)

Noncontrolling interests

(166,463)

(165,712)

(118,299)

255

276

9,900

Total equity (deficit)

(169,652)

(168,880)

(111,843)

Revenues

Investment income (loss), net

11,028

500

4,791

(54,010)

(1,175)

(1,803)

(102,584)

(35,085)

9,853

(1,295)

(97,568)

(89,041)

Operating expenses

1,874

4,091

8,957

522

254

13,843

622

1,261

3,277

5,032

121

357

1,191

1,905

Total operating expenses

1,265

3,492

8,813

29,737

Net income (loss) attributable to noncontrolling interests

8,588

(4,787)

(115,227)

(118,778)

$ (526)

$ (13,866)

(44,175)

(117,861)

Customer ExAlt Trusts loan payable, net

52,129

Loss on extinguishment of debt, net

215

$ 8,846

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Net Income (Loss) per Share (Details Narrative) - $ / shares

3 Months Ended

12 Months Ended

Oct. 03, 2023

Jul. 10, 2023

Jun. 06, 2023

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

^[2]

Mar. 31, 2023

^[1],[2]

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Net income (loss) per common share - diluted

$ 0.17

$ (440.25)

$ (673.31)

^[1]

$ (52.57)

550,510

17,456

Price per unit

$ 218.40

2.22

Conversion of stock

172,574

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Net income (loss) per common share - diluted

$ 0.17

$ (426.61)

$ (584.23)

$ (52.57)

Preferred Series C Subclass 1 [Member]

191,405

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Trading day duration period

550,510

Price per unit

$ 372.80

20 days

Preferred Series B Subclass 1 [Member]

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Price per unit

$ 218.40

Conversion of stock

3,768,995

[1]	Periods presented have been adjusted to reflect the 1-for-80 reverse stock split on April 18, 2024. See Note 1 - Summary of Significant Accounting Policies - Reverse Stock Split, for additional information.
[2]	Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Goodwill and Other Intangibles (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment	$ 3,394	$ 1,096,305	$ 2,354,320

Schedule of Segment Reporting Information, by Segment (Details) - USD ($)
$ in Thousands

1 Months Ended

3 Months Ended

12 Months Ended

Apr. 30, 2024

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Mar. 31, 2022

$ 44,338

$ (1,155,970)

$ (2,648,546)

$ (253,172)

Less: Net loss attributable to noncontrolling interests - Ben

(28)

(788)

1,072

(7,713)

(44,552)

(579,332)

(136,942)

Less: Noncontrolling interest guaranteed payment

(4,356)

(4,105)

(16,793)

(15,822)

Net loss attributable to common shareholders

47,667

(1,115,523)

(2,095,641)

(130,980)

11,028

500

4,791

(54,010)

(1,183)

(3,461)

(104,521)

(51,421)

116

457

412

189

102

365

212

10,046

(2,743)

(98,696)

(104,903)

3,850

35,823

65,129

45,527

4,288

3,784

17,559

15,471

5,544

10,373

29,999

38,422

524

6,016

20,580

Release of loss contingency related to arbitration award

3,394

1,096,305

2,354,320

(54,973)

(55,000)

3,081

6,942

21,854

28,269

(34,292)

1,153,227

2,549,850

148,269

331,367

329,119

497,221

16,625

22,676

42,448

13,312

16,706

2,371,026

$ 2,370,850

Less: Loss on extinguishment of debt, net (intersegment elimination)

361,304

368,501

2,910,695

^[1]

(8,846)

788

(1,072)

$ (55,000)

54,973

Consolidated Entity, Excluding Consolidated VIE [Member]

20,580

Less: Net loss attributable to noncontrolling interests - Ben

7,187

30,686

535,157

19,081

(121)

1,072

5,362

^[1]

121

(1,072)

Ben Liquidity [Member]

1,725,880

Ben Custody [Member]

Operating Segments [Member] | Ben Liquidity [Member]

3,129

583,323

(514)

(903,026)

(1,810,964)

(46,512)

10,849

12,007

46,947

50,819

10,849

12,007

46,947

50,819

430

2,493

5,903

8,527

3,081

758

8,724

2,893

474

633

1,993

2,849

Release of loss contingency related to arbitration award

901,000

1,725,880

451

654

2,057

2,313

6,927

9,495

113,354

80,749

11,363

915,033

1,857,911

97,331

255,858

256,184

366,760

2,310

5,814

9,447

1,725,880

258,168

261,998

2,102,087

Operating Segments [Member] | Ben Custody [Member]

1,287

(189,997)

(588,811)

24,046

189

365

5,193

6,568

24,169

29,012

5,382

6,576

24,534

29,042

356

560

2,297

2,219

396

501

1,187

2,018

Release of loss contingency related to arbitration award

3,129

195,305

583,323

214

207

997

759

25,541

4,095

196,573

613,345

4,996

21,884

20,398

47,466

7,767

10,896

594,219

29,651

31,294

641,685

Operating Segments [Member] | Corporate Segment and Other Operating Segment [Member]

Operating Segments [Member] | Customer Ex Alt Trusts [Member]

44,091

(49,081)

(210,169)

(112,845)

(29,629)

(38,410)

(248,065)

(248,038)

11,028

500

4,791

(54,010)

(1,175)

(1,803)

(102,584)

(35,085)

215

9,853

(1,295)

(97,568)

(89,041)

1,874

4,091

8,957

622

1,261

3,277

5,033

522

254

Release of loss contingency related to arbitration award

120

356

1,191

1,905

34,799

29,780

126,339

110,905

3,419

3,844

15,345

18,354

39,482

37,115

150,497

158,997

331,367

329,113

491,859

19,362

19,467

10,447

350,729

348,580

502,306

Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]

13,843

44,091

(49,081)

(210,169)

(112,845)

(8)

(1,658)

(1,937)

(16,336)

108

447

358

(3)

(1,456)

(1,493)

(15,892)

3,064

32,770

56,929

34,781

1,207

1,152

4,744

3,621

4,052

7,978

23,542

28,522

5,762

Release of loss contingency related to arbitration award

265

45,117

(54,973)

2,296

5,725

17,609

23,292

(44,087)

47,625

208,676

96,953

5,362

9,250

12,510

21,849

5,545

5,810

50,927

14,795

18,326

78,138

54,973

Intersegment Eliminations [Member]

6,737

29,103

24,544

209,463

130,177

(10,849)

(12,007)

(46,947)

(50,819)

(5,193)

(6,568)

(24,169)

(29,012)

(16,042)

(18,575)

(71,116)

(79,831)

Release of loss contingency related to arbitration award

(34,799)

(29,780)

(126,339)

(110,905)

(6,927)

(9,495)

(138,895)

(80,749)

(3,419)

(3,844)

(15,345)

(18,354)

(45,145)

$ (43,119)

(280,579)

(210,008)

(255,858)

(256,184)

(366,760)

(36,181)

(35,513)

(46,761)

Less: Loss on extinguishment of debt, net (intersegment elimination)

$ (292,039)

(291,697)

(413,521)

3,940

Intersegment Eliminations [Member] | Ben Liquidity [Member]

Schedule of Segment Reporting Information, by Segment

$ 113,400

$ 80,700

[1]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Segment Reporting (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Segment Reporting [Abstract]

The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (in thousands):

	Ben Liquidity			Ben Custody		Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
	Three Months Ended June 30, 2024

	Ben Liquidity			Ben Custody		Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
External revenues
Investment income, net	$	—		$	—	$	11,028		$	—		$	—		$	11,028
Loss on financial instruments, net		—			—		(1,175	)		(8	)		—			(1,183	)
Interest income		—			—		—			12			—			12
Trust services and administration revenues		—			189		—			—			—			189
Other income		—			—		—			—			—			—

Intersegment revenues
Interest income		10,849			—		—			—			(10,849	)		—
Trust services and administration revenues		—			5,193		—			—			(5,193	)		—
Total revenues		10,849			5,382		9,853			4			(16,042	)		10,046

External expenses
Employee compensation and benefits		430			356		—			3,064			—			3,850
Interest expense		3,081			—		—			1,207			—			4,288
Professional services		474			396		622			4,052			—			5,544
Provision for credit losses		—			—		522			2			—			524
Loss on impairment of goodwill		—			3,129		—			265			—			3,394
Release of loss contingency related to arbitration award		—			—		—			(54,973	)		—			(54,973	)
Other expenses		451			214		120			2,296			—			3,081

Intersegment expenses
Interest expense		—			—		34,799			—			(34,799	)		—
Provision for credit losses		6,927			—		—			—			(6,927	)		—
Other expenses		—			—		3,419			—			(3,419	)		—
Total expenses		11,363			4,095		39,482			(44,087	)		(45,145	)		(34,292	)

Operating income (loss)	$	(514	)	$	1,287	$	(29,629	)	$	44,091		$	29,103		$	44,338

	Ben Liquidity			Ben Custody			Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
	Three Months Ended June 30, 2023
	Ben Liquidity			Ben Custody			Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
External revenues
Investment income, net	$	—		$	—		$	500		$	—		$	—		$	500
Loss on financial instruments, net		—			—			(1,803	)		(1,658	)		—			(3,461	)
Interest income		—			—			8			108			—			116
Trust services and administration revenues		—			8			—			94			—			102

Intersegment revenues
Interest income		12,007			—			—			—			(12,007	)		—
Trust services and administration revenues		—			6,568			—			—			(6,568	)		—
Total revenues		12,007			6,576			(1,295	)		(1,456	)		(18,575	)		(2,743	)

External expenses
Employee compensation and benefits		2,493			560			—			32,770			—			35,823
Interest expense		758			—			1,874			1,152			—			3,784
Professional services		633			501			1,261			7,978			—			10,373
Loss on impairment of goodwill		901,000			195,305			—			—			—			1,096,305
Other expenses		654			207			356			5,725			—			6,942

Intersegment expenses
Interest expense		—			—			29,780			—			(29,780	)		—
Provision for loan losses		9,495			—			—			—			(9,495	)		—
Other expenses		—			—			3,844			—			(3,844	)		—
Total expenses		915,033			196,573			37,115			47,625			(43,119	)		1,153,227

Operating income (loss)	$	(903,026	)	$	(189,997	)	$	(38,410	)	$	(49,081	)	$	24,544		$	(1,155,970	)

	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
	As of June 30, 2024
	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
Loans to Customer ExAlt Trusts, net	$	255,858	$	—	$	—	$	—	$	(255,858	)	$	—
Investments, at fair value		—		—		331,367		—		—			331,367
Other assets		2,310		21,884		19,362		9,250		(36,181	)		16,625
Goodwill and intangible assets, net		—		7,767		—		5,545		—			13,312
Total Assets	$	258,168	$	29,651	$	350,729	$	14,795	$	(292,039	)	$	361,304

	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
	As of March 31, 2024
	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
Loans to Customer ExAlt Trusts, net	$	256,184	$	—	$	—	$	—	$	(256,184	)	$	—
Investments, at fair value		—		—		329,113		6		—			329,119
Other assets		5,814		20,398		19,467		12,510		(35,513	)		22,676
Goodwill and intangible assets, net		—		10,896		—		5,810		—			16,706
Total Assets	$	261,998	$	31,294	$	348,580	$	18,326	$	(291,697	)	$	368,501

The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (dollars in thousands):

	Ben Liquidity			Ben Custody			Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
	Year Ended March 31, 2024
	Ben Liquidity			Ben Custody			Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
External revenues
Investment loss, net	$	—		$	—		$	4,791		$	—		$	—		$	4,791
Loss on financial instruments, net		—			—			(102,584	)		(1,937	)		—			(104,521	)
Interest income		—			—			10			447			—			457
Trust services and administration revenues		—			365			—			—			—			365
Other income		—			—			215			(3	)		—			212

Intersegment revenues
Interest income		46,947			—			—			—			(46,947	)		—
Trust services and administration revenues		—			24,169			—			—			(24,169	)		—
Total revenues		46,947			24,534			(97,568	)		(1,493	)		(71,116	)		(98,696	)

External expenses
Employee compensation and benefits		5,903			2,297			—			56,929			—			65,129
Interest expense		8,724			—			4,091			4,744			—			17,559
Professional services		1,993			1,187			3,277			23,542			—			29,999
Provision for credit losses		—			—			254			5,762			—			6,016
Loss on impairment of goodwill		1,725,880			583,323			—			45,117			—			2,354,320
Loss on arbitration		—			—			—			54,973			—			54,973
Other expenses		2,057			997			1,191			17,609			—			21,854

Intersegment expenses
Interest expense		—			—			126,339			—			(126,339	)		—
Provision for loan losses		113,354			25,541			—			—			(138,895	)		—
Other expenses		—			—			15,345			—			(15,345	)		—
Total expenses		1,857,911			613,345			150,497			208,676			(280,579	)		2,549,850

Operating income (loss)	$	(1,810,964	)	$	(588,811	)	$	(248,065	)	$	(210,169	)	$	209,463		$	(2,648,546	)

	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
	As of March 31, 2024
	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
Loans to Customer ExAlt Trusts, net	$	256,184	$	—	$	—	$	—	$	(256,184	)	$	—
Investments, at fair value		—		—		329,113		6		—			329,119
Other assets		5,814		20,398		19,467		12,510		(35,513	)		22,676
Goodwill and intangible assets, net		—		10,896		—		5,810		—			16,706
Total Assets	$	261,998	$	31,294	$	348,580	$	18,326	$	(291,697	)	$	368,501

	Ben Liquidity			Ben Custody		Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
	Year Ended March 31, 2023
	Ben Liquidity			Ben Custody		Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
External revenues
Investment loss, net	$	—		$	—	$	(54,010	)	$	—		$	—			(54,010	)
Loss on financial instruments, net		—			—		(35,085	)		(16,336	)		—			(51,421	)
Interest income		—			—		54			358			—			412
Trust services and administration revenues		—			30		—			—			—			30
Other income		—			—		—			86			—			86

Intersegment revenues
Interest income		50,819			—		—			—			(50,819	)		—
Trust services and administration revenues		—			29,012		—			—			(29,012	)		—
Total revenues		50,819			29,042		(89,041	)		(15,892	)		(79,831	)		(104,903	)

External expenses
Employee compensation and benefits		8,527			2,219		—			34,781			—			45,527
Interest expense		2,893			—		8,957			3,621			—			15,471
Professional services		2,849			2,018		5,033			28,522			—			38,422
Provision for credit losses		—			—		13,843			6,737			—			20,580
Other expenses		2,313			759		1,905			23,292			—			28,269

Intersegment expenses
Interest expense		—			—		110,905			—			(110,905	)		—
Provision for loan losses		80,749			—		—			—			(80,749	)		—
Other expenses		—			—		18,354			—			(18,354	)		—
Total expenses		97,331			4,996		158,997			96,953			(210,008	)		148,269

Operating income (loss)	$	(46,512	)	$	24,046	$	(248,038	)	$	(112,845	)	$	130,177		$	(253,172	)

	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
	As of March 31, 2023
	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
Loans to Customer ExAlt Trusts, net	$	366,760	$	—	$	—	$	—	$	(366,760	)	$	—
Investments, at fair value		—		—		491,859		5,362		—			497,221
Other assets		9,447		47,466		10,447		21,849		(46,761	)		42,448
Goodwill and intangible assets, net		1,725,880		594,219		—		50,927		—			2,371,026
Total Assets	$	2,102,087	$	641,685	$	502,306	$	78,138	$	(413,521	)	$	2,910,695

Fixed Assets (Details Narrative) - USD ($) $ in Millions	12 Months Ended
Fixed Assets (Details Narrative) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation	$ 3.8	$ 3.6
Software Development [Member]
Property, Plant and Equipment [Line Items]
Capitalized computer software, amortization	3.7	3.4
Capitalized computer software, net	$ 1.8	$ 3.5

Consolidated Statements of Changes in Equity - USD ($)
shares in Thousands, $ in Thousands

Preferred Stock [Member]

Series A Preferred Stock [Member]

Preferred Stock [Member]

Series B Preferred Stock [Member]

Common Stock [Member]

Common Class A [Member]

Common Stock [Member]

Common Class B [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Stock Receivable Equity Reserve Amount [Member]

Treasury Stock, Common [Member]

AOCI Including Portion Attributable to Noncontrolling Interest [Member]

Noncontrolling Interest [Member]

Series B Preferred Stock [Member]

Common Class A [Member]

Total

Redeemable Noncontrolling Interests [Member]

Balance at Mar. 31, 2022

$ 2

$ 1,634,217

^[1]

$ (3,444)

$ (1,326)

$ 277,887

$ 1,907,336

$ 992,238

Balance, shares at Mar. 31, 2022

2,252

^[1]

239

^[1]

^[2]

(130,980)

^[1]

(132,644)

(263,624)

11,524

Unrealized gain on available-for-sale debt securities

^[2]

10,085

^[1]

10,085

^[2]

^[1]

11,226

BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual

^[2]

^[1]

(15,822)

Equity issuance costs

^[2]

(15)

^[1]

(15)

Payment of employee payroll taxes on restricted equity units

^[2]

(206)

^[1]

(919)

(1,125)

Reclass of distributions payable to noncontrolling interest holder

^[2]

^[1]

(1,719)

Non-cash dividend to related party

^[2]

(147)

^[1]

(147)

Share-based awards to related party employees

^[2]

147

^[1]

147

Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return

^[2]

37,133

^[1]

37,133

(37,133)

Redemption of BCG Preferred Series B.2 Unit Accounts

^[2]

(4,637)

^[1]

(4,637)

131

Noncash issuance of noncontrolling interest and redeemable preferred equity

^[2]

^[1]

(131)

^[2]

11,674

^[1]

299

11,973

Deemed dividend upon issuance for U. S. GAAP to tax basis true-up

^[2]

^[1]

2,430

^[2]

314

^[1]

314

(314)

Reclass of allocated income for FLP Subclass 3 to payable

^[2]

^[1]

(933)

Issuance of BCG Preferred Series B.2 Unit Accounts

^[2]

20,100

^[1]

20,100

Balance, shares at Mar. 31, 2023

^[2]

2,057

^[1]

(2,057)

Balance at Mar. 31, 2023

$ 2

1,579,742

^[1]

(3,444)

9,900

142,213

1,728,413

^[3]

950,493

2,252

^[1]

239

^[1]

(36,432)

(1,079,091)

(44,552)

(1,160,075)

4,105

Unrealized gain on available-for-sale debt securities

27,001

4,290

BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual

(4,105)

Issuance of common shares to settle liability

$ 3

(4,293)

(4,290)

Issuance of common shares to settle liability, shares

2,749

100

Payment of employee payroll taxes on restricted equity units

(84)

Conversion of Series A preferred stock to Class A common stock

$ (3)

Conversion of Series A preferred to Class A common, shares

(2,749)

Issuance of shares in connection with transactions closing post de-SPAC

5,153

133

5,286

Issuance of shares in connection with transactions closing post de-SPAC, shares

Reclass of distributions payable to noncontrolling interest holder

(329)

Issuance of shares to settle liability assumed at de-SPAC

2,745

Issuance of shares to settle liability assumed at de-SPAC, shares

Non-cash dividend to related party

(110)

Share-based awards to related party employees

110

Conversion of Preferred Series C Unit Accounts to Class A common stock

3,884

(3,884)

Conversion of Preferred Series C Unit Accounts to Class A common stock, shares

Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return

6,942

(6,942)

Redemption of BCG Preferred Series B.2 Unit Accounts

(1,413)

Stock receivable on prepaid forward purchase

(20,038)

Reclass of BCH Preferred A.1 Unit Accounts from temporary to permanent equity

699,441

(699,441)

Balance at Jun. 30, 2023

$ 2

1,583,248

(1,079,091)

(20,038)

(3,444)

14,190

786,080

1,280,947

251,052

Balance, shares at Jun. 30, 2023

2,376

239

Balance at Mar. 31, 2023

$ 2

1,579,742

^[1]

(3,444)

9,900

142,213

1,728,413

^[3]

950,493

Balance, shares at Mar. 31, 2023

2,252

^[1]

239

^[1]

^[2]

(36,432)

^[1]

(2,059,214)

(579,331)

(2,674,977)

16,793

Unrealized gain on available-for-sale debt securities

^[2]

39,103

^[1]

39,103

^[2]

^[1]

4,070

BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual

^[2]

^[1]

(16,793)

Issuance of common shares to settle liability

^[2]

5,251

^[1],[2]

^[2]

$ 38,700

$ 5,300

5,251

^[2]

Issuance of common shares to settle liability, shares

^[1]

Equity issuance costs

^[2]

(1,895)

^[1]

(1,895)

Payment of employee payroll taxes on restricted equity units

^[2]

(116)

^[1]

(116)

Conversion of Series A preferred stock to Class A common stock

^[2]

$ (3)

^[1]

Conversion of Series A preferred to Class A common, shares

(2,749)

^[1]

Reclass of distributions payable to noncontrolling interest holder

^[2]

^[1]

(1,170)

Non-cash dividend to related party

^[2]

(110)

^[1]

(110)

Share-based awards to related party employees

^[2]

110

^[1]

110

Conversion of Preferred Series C Unit Accounts to Class A common stock

^[2]

$ 1

205,758

^[1]

(205,759)

Conversion of Preferred Series C Unit Accounts to Class A common stock, shares

^[1]

551

Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return

^[2]

6,942

^[1]

(6,942)

Redemption of BCG Preferred Series B.2 Unit Accounts

^[2]

(1,413)

^[1]

(1,413)

Stock receivable on prepaid forward purchase

^[2]

^[1]

(20,038)

Reclass of BCH Preferred A.1 Unit Accounts from temporary to permanent equity

^[2]

^[1]

699,441

(699,441)

Issuance of common and preferred shares upon closing of de-SPAC merger transaction, net of issuance costs

^[2]

$ 3

(4,293)

^[1]

(4,290)

Issuance of common and preferred shares upon closing of de-SPAC transaction, net of issuance costs, shares

2,749

100

^[1]

Issuance of shares in connection with recent financings

^[2]

12,877

^[1]

(3,060)

9,817

Issuance of shares in connection with recent financings, shares

^[1]

Conversion of BCH Class S Ordinary to Class A common stock

^[2]

3,884

^[1]

(3,884)

Conversion of BCH Class S Ordinary to Class A common stock, shares

^[1]

Reclassification of realized gain upon transfer from available-for-sale debt security to equity interest

^[2]

^[1]

(13,694)

Settlement of restricted stock units

^[2]

^[1]

Settlement of restricted stock units, shares

^[1]

Issuance of Series B-1 preferred stock in connection with recent financings

^[2]

$ 4

38,653

^[1]

992

39,649

Issuance of Series B-1 preferred stock in connection with recent financings, shares

3,969

Conversion of Series B-1 preferred stock to Class A common stock

^[2]

^[1]

(269)

^[2]

$ (4)

^[1]

Conversion of Series B-1 preferred stock to Class A common stock, shares

(3,769)

173

^[1]

Balance at Mar. 31, 2024

$ 3

1,848,068

^[1]

(2,059,214)

(20,038)

(3,444)

276

42,231

(192,118)

251,052

Balance, shares at Mar. 31, 2024

227

3,348

^[1]

239

^[1]

47,667

(7,713)

39,954

4,356

(225)

Issuance of shares in connection with equity purchase agreement

994

$ 1

2,554

2,555

Issuance of shares (in shares)

449

Unrealized gain on available-for-sale debt securities

(21)

BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual

(4,356)

Issuance of common shares to settle liability

914

Issuance of common shares to settle liability, shares

129

Equity issuance costs

(343)

Rounding adjustment in connection with reverse stock split

Rounding adjustment in connection with reverse stock split ( in shares)

Reclass of distributions payable to noncontrolling interest holder

(225)

Balance at Jun. 30, 2024

$ 4

$ 1,852,187

$ (2,011,547)

$ (20,038)

$ (3,444)

$ 255

$ 34,293

$ (148,290)

$ 251,052

Balance, shares at Jun. 30, 2024

227

4,006

239

[1]	Periods presented have been adjusted to reflect the 1-for-80 reverse stock split on April 18, 2024. See Note 1 - Summary of Significant Accounting Policies - Reverse Stock Split, for additional information.
[2]	Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4.
[3]	Retroactively adjusted March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Net Income (Loss) per Share (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Net loss per common share - basic and diluted (1) (2)

Schedule of Earnings Per Share, Basic and Diluted

Basic net income (loss) attributable to Beneficient per common share for the three months ended June 30, 2024 and 2023, is as follows:

	2024			2023
(Dollars in thousands)	Three Months Ended June 30,
	2024			2023
Net income (loss)	$	44,310		$	(1,155,970	)
Plus: Net loss attributable to noncontrolling interests		7,713			44,552
Less: Noncontrolling interest guaranteed payment		(4,356	)		(4,105	)
Net income (loss) attributable to Beneficient common shareholders	$	47,667		$	(1,115,523	)
Net income (loss) attributable to Class A common shareholders		44,770			(1,013,454	)
Net income (loss) attributable to Class B common shareholders		2,897			(102,069	)
Net income (loss) attributable to Beneficient common shareholders		2,897			(102,069	)

Basic weighted average of common shares outstanding
Class A		3,696,979			2,302,000
Class B		239,256			239,256
Basic weighted average of common shares outstanding		239,256			239,256

Basic net income (loss) attributable to Beneficient per common share
Class A	$	12.11		$	(440.25	)
Class B	$	12.11		$	(426.61	)
Basic net income (loss) attributable to Beneficient per common share	$	12.11		$	(426.61	)

Diluted net income attributable to Beneficient per common share for the three months ended June 30, 2024, is as follows:

(Dollars in thousands)
Diluted income per share	Three Months Ended June 30, 2024
Net income attributable to Beneficient common shareholders - Basic	$	47,667
Less: Net loss attributable to noncontrolling interests - Ben		(7,187	)
Plus: Noncontrolling interest guaranteed payment		4,356
Net income attributable to Beneficient common shareholders - Diluted	$	44,836

Basic weighted average of common shares outstanding (Class A and Class B)		3,936,235
Dilutive effect of:
Preferred Series B-1		165,151
Class S Ordinary		66,982
Class S Preferred		605
Preferred Series A Subclass 0		62,093,987
Preferred Series A Subclass 1		199,826,619
Restricted Stock Units		21,118
Dilutive effect		21,118
Diluted weighted average of common shares outstanding (Class A and Class B)		266,110,697

Diluted net income attributable to Beneficient per common share (Class A and Class B)	$	0.17

Basic and diluted net loss attributable to Beneficient per common share for the years ended March 31, 2024 and 2023, are as follows:

(Dollars in thousands)	2024			2023
	Year Ended March 31,
(Dollars in thousands)	2024			2023
Net loss	$	(2,658,180	)	$	(252,100	)
Less: Net (income) loss attributable to noncontrolling interests		579,332			136,942
Less: Noncontrolling interest guaranteed payment		(16,793	)		(15,822	)
Net loss attributable to Beneficient		(2,095,641	)		(130,980	)
Net loss attributable to Beneficient common shareholders	$	(2,095,641	)	$	(130,980	)
Net loss attributable to Class A common shareholders		(1,955,861	)		(118,402	)
Net loss attributable to Class B common shareholders		(139,780	)		(12,578	)
Net loss attributable to Beneficient common shareholders		(139,780	)		(12,578	)
Net income (loss) attributable to Beneficient common shareholders		(139,780	)		(12,578	)

Weighted average of common shares outstanding — basic and diluted
Class A		2,904,851			2,252,228
Class B		239,256			239,256

Net loss attributable to Beneficient per common share - Basic and Diluted
Class A	$	(673.31	)	$	(52.57	)
Class B	$	(584.23	)	$	(52.57	)

Schedule of Computing Diluted Net Loss Per Share

	2024		2023
	Shares
	Three Months Ended June 30,
	2024		2023
Class S Ordinary		—		68,900
Class S Preferred		—		605
Preferred Series A Subclass 0		—		32,060,425
Preferred Series A Subclass 1		—		112,360,624
Preferred Series C Subclass 1		—		550,510
Restricted Stock Units		129,002		99,581
Warrants		30,874,686		29,696,875
Total anti-dilutive shares		31,003,688		174,837,520

	2024		2023
	Shares
	Year Ended March 31,
	2024		2023
Series B Preferred Stock		29,786		—
Class S Ordinary		67,936		72,948
Class S Preferred		606		1,171
Preferred Series A Subclass 0		1,044,524		247,450
Preferred Series A Subclass 1		3,510,235		797,395
Preferred Series C		151,917		200,861
Restricted Stock Units		100,214		105,133
Warrants		312,012		—
Total anti-dilutive securities		5,217,230		1,424,958

Schedule of Fair Value Measured on Recurring Basis Unobservable Input Reconciliation (Details)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

USD ($)

Integer

Jun. 30, 2023

USD ($)

Mar. 31, 2024

USD ($)

Integer

Mar. 31, 2023

USD ($)

Integer

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Gains (losses) recognized in accumulated other comprehensive income (loss)()

$ 1,964

$ 2,078

$ 3,000

(22)

^[1]

105

^[1]

(114)

^[2]

(922)

^[2]

Minimum [Member] | Measurement Input, Revenue Multiple [Member]

1,942

2,183

1,964

2,078

Fair value

$ 1,942

2,183

$ 1,964

$ 2,078

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Unobservable Inputs | Integer

0.2

Maximum [Member] | Measurement Input, Revenue Multiple [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Unobservable Inputs | Integer

18.9

Weighted Average [Member] | Measurement Input, Revenue Multiple [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Unobservable Inputs | Integer

1.80

1.77

1.74

Fair Value, Inputs, Level 3 [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

$ 1,964

$ 2,078

1,942

1,964

$ 2,078

Fair value

$ 1,942

$ 1,964

$ 2,078

[1]	Recorded in unrealized gain (loss) on available-for-sale debt securities.
[2]	Recorded in unrealized gain (loss) on available-for-sale debt securities.

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Passthrough differences - temporary	$ 28,130	$ 17,142
Loss on arbitration	11,544
Share-based compensation	4,567
Net operating loss	17,658	991
Non-current deferred income tax assets	61,899	18,133
Other
Non-current deferred income tax liabilities
Less: valuation allowance	61,899	18,133
Total deferred income tax liability

Segment Reporting (Details Narrative) - Segment	3 Months Ended	12 Months Ended
Segment Reporting (Details Narrative) - Segment	Jun. 30, 2024	Mar. 31, 2024
Segment Reporting [Abstract]
Number of reportable segments	3	3

Schedule of Debt Securities Available for Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Mar. 31, 2023
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amortized Cost Basis	$ 2,685	$ 2,685	$ 66,998
Gross Unrealized Gains	794	1,337	18,780
Gross Unrealized Losses	(1,060)	(1,060)	(8,880)
Fair Value	2,419	2,962	76,898
Other Debt Obligations [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amortized Cost Basis	2,685	2,685	2,685
Gross Unrealized Gains	794	1,337	1,347
Gross Unrealized Losses	(1,060)	(1,060)	(956)
Fair Value	$ 2,419	$ 2,962	3,076
Corporate Debt Securities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amortized Cost Basis			64,313
Gross Unrealized Gains			17,433
Gross Unrealized Losses			(7,924)
Fair Value			$ 73,822

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Debt Securities Available for Sale Allowance for Credit Loss (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Investments, All Other Investments [Abstract]
Balance, beginning of period	$ 31,290	$ 31,290	$ 31,290	$ 18,669
Increase in credit-related loss amounts previously recognized	522			12,621
Balance, end of period	$ 31,812	$ 31,290	$ 31,290	$ 31,290

Schedule of Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024
Defined Benefit Plan Disclosure [Line Items]
2025		$ 23,400
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
2025	$ 23,468	23,444
2026
2027	25,000	25,000
2028	72,983	72,996
2029

De-SPAC Merger Transaction

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

De-SPAC Merger Transaction

4. De-SPAC Merger Transaction

Forward Purchase Agreement

On June 5, 2023, BCG entered into a Prepaid Forward Purchase Agreement, by and between BCG and RiverNorth SPAC Arbitrage Fund, L.P. (the “Purchaser”), pursuant to which the Purchaser agreed to, among other things, effect certain purchases of shares of Avalon Class A common stock (“Avalon Class A Common Stock”) that would have been redeemed in connection with the special meeting of Avalon’s stockholders (the “Special Meeting”) to approve the transactions contemplated by the Business Combination Agreement (as amended through June 25, 2023, the “Forward Purchase Agreement”).

Pursuant to the Forward Purchase Agreement, Purchaser agreed to purchase shares of Avalon Class A Common Stock (the “AVAC FPA Shares”) at a purchase price per share of $847.04 (for aggregate consideration of $25.0 million from unaffiliated third-parties). The AVAC FPA Shares were redeemed in connection with the Special Meeting and converted into shares of Class A common stock and Series A Convertible Preferred Stock, par value $0.001 per share, of Beneficient (“Series A preferred stock”) upon consummation of the Business Combination. The Series A preferred stock converted in accordance with its terms to shares of Class A common stock, and Purchaser held an aggregate of 36,956 shares of Class A common stock following such conversion in respect of the AVAC FPA Shares (such shares of Class A common stock, the “FPA Shares”).

The $25.0 million in proceeds (the “Disbursed Amount”) in respect of the FPA Shares was disbursed from the Avalon trust account following the consummation of the Business Combination. Specifically, $5.0 million of the Disbursed Amount was disbursed to Beneficient, with the remaining $20.0 million (the “Reserve Amount”) disbursed to Purchaser to be held by Purchaser until the Maturity Date (as defined below) or until its earlier release per the terms of the Forward Purchase Agreement. Such Reserve Amount is reflected as a Stock Receivable classified in equity on the consolidated statements of financial condition.

The Forward Purchase Agreement provides for two categories of FPA Shares: (i) 13,305 FPA Shares categorized as “Purchased Shares” (the “Purchased Shares”) and (ii) the remaining 23,651 FPA Shares categorized as “Prepaid Forward Shares” (the “Prepaid Forward Shares”).

If by the 10th anniversary of the close of the Business Combination, Purchaser has received less than $5.0 million, in gross proceeds from, and Purchaser has used good faith efforts to sell, the Purchased Shares, Beneficient has agreed to cause BCH to issue Purchaser an amount of BCH Preferred A.0 (or such other senior most preferred security of Beneficient) as consideration for any shortfall amounts less than $5.0 million from the sale of the Purchased Shares. Purchaser has agreed for the first six months following the Business Combination not to sell any Purchased Shares below $400.00 per share or to sell more than 10% of the daily trading volume of the Class A common stock if the volume weighted average price of the Class A common stock is between $400.00 and $640.00 for any such trading day.

Upon the sales of the Prepaid Forward Shares, the Purchaser will remit $847.04 per share, or such lesser price per share designated by the Company (“Designated Price”) by written notice setting forth the Designated Price and the number Prepaid Forward Shares that may be sold at such price (“Designated Price Notice”) delivered to Purchaser prior to any such sales, to the Company. On June 8, 2025 (“Maturity Date”), any Prepaid Forward Shares not sold by the Purchaser will be returned to the Company and any remaining amounts in respect of the Prepaid Forward Shares will be retained by the Purchaser, less any amounts still owed to the Company from sales effected prior to the Maturity Date. The Forward Purchase Agreement permits the Company, in its sole discretion, to lower the Designated Price to a per share amount lower than $847.04 in order to permit the Purchaser to effect additional sales of its Prepaid Forward Shares at a price lower than the prevailing trading price of the Company’s Class A common stock in exchange for the remitting of a portion of the proceeds of any such sales to the Company. The Prepaid Forward Shares include an embedded put option, which is accounted for separately and classified as a liability in the other liabilities line item of the consolidated statements of financial condition. The Prepaid Forward Shares are measured at fair value each reporting period with the change in fair value recognized in the gain (loss) on financial instruments, net line item of the consolidated statements of comprehensive income (loss).

The Purchaser has received at least $5.0 million in gross proceeds from the sale of some or all of the Purchased Shares and thus, there will be no requirement to issue the Purchaser any amount of BCH Preferred A.0 as consideration for any shortfall. No sales of any of the Prepaid Forward Shares have occurred as of June 30, 2024. To the Company’s knowledge, all shares purchased by the Purchaser in connection with the Forward Purchase Agreement were from unaffiliated third-parties.

Recapitalization of BCG

On June 6, 2023, immediately prior to the Conversion, the BCG was recapitalized (the “BCG Recapitalization”) as follows: (i) the limited partnership agreement of BCG was amended to create one new subclass of BCG common units, the Class B Common Units (the “BCG Class B Common Units”), and the existing common units were renamed the Class A Common Units (the “BCG Class A Common Units”); and (ii) certain holders of the BCH Preferred A.1 entered into conversion and exchange agreements (the “BCG Conversion and Exchange Agreements”) with BCG and BCH, pursuant to which they converted certain BCH Preferred A.1 to BCH Class S Ordinary Units, which were then contributed to BCG in exchange for BCG Class A Common Units.

Prior to the Conversion on June 6, 2023, when the Company was a Delaware limited partnership, the Company’s equity interests consisted of common units, one series of preferred units, and noncontrolling interests. Pursuant to the Conversion, each BCG Class A Common Unit converted into 1.25 shares of Class A common stock par value $0.001 per share (“Class A common stock”), each BCG Class B Common Unit converted into 1.25 shares of Class B common stock, par value $0.001 per share (“Class B common stock” and together with the Class A common stock, the “Common Stock”), and the capital account balance of the Preferred Series B Subclass 2 Unit Accounts of BCG (“BCG Preferred B.2 Unit Accounts”) converted into shares of Class A common stock at a rate based on a 20% discount to the $800.00 valuation of the Class A common stock (or $640.00). As a result, in the Conversion, we issued 1,076,462 shares of Class A common stock with respect to the BCG Class A Common Units, 239,256 shares of Class B common stock with respect to the BCG Class B Units and 1,175,632 shares of Class A common stock with respect to the BCG Preferred B.2 Unit Accounts.

The following table provides additional information on the securities contributed and exchanged as part of the BCG Recapitalization by each of BHI, Bruce W. Schnitzer and Hicks Holdings Operating, LLC (dollars and units in thousands):

Name	Converted Capital Account Balance of BCH Preferred A.1		BCH Class S Ordinary Units Received		BCG Class B Units Received
BHI	$	177,195		178		178
Bruce W. Schnitzer		988		1		1
Hicks Holdings Operating, LLC		13,222		14		14
Total	$	191,405		193		193

The following table provides additional information on the securities contributed and exchanged as part of the BCG Recapitalization by each of Bruce W. Schnitzer and Richard W. Fisher (dollars and units in thousands):

Name	Converted Capital Account Balance of BCH Preferred A.1		BCH Class S Ordinary Units Received		BCG Class A Units Received
Bruce W. Schnitzer	$	734		9		9
Richard W. Fisher		1,722		10		10
Total	$	2,456		19		19

As part of the conversion to BCG Class A Common Units, additional value of approximately $15.0 million was provided to certain holders who are members of our Board. The additional value was accounted for as compensation, which resulted in stock-based compensation expense of $15.0 million during the quarter ended June 30, 2023.

Closing of the Transaction

On June 7, 2023, the Company completed its previously announced de-SPAC merger transaction with Avalon. Each share of Avalon common stock issued and outstanding immediately prior to that date automatically converted into one share of Class A common stock and one share of Series A preferred stock of Beneficient. Additionally, each Avalon Warrant (defined below) automatically converted into a Warrant (defined below).

Accordingly, the Company issued (i) an aggregate of 99,649 shares of Class A common stock to the former holders of Avalon Class A Common Stock, and Class B Common Stock of Avalon, par value $0.0001 per share (“Avalon Class B Common Stock”), outstanding immediately prior to June 7, 2023, and (ii) an aggregate of 34,961 shares of Beneficient Series A preferred stock to non-redeeming Avalon Class A stockholders, and the Avalon Warrants converted into an aggregate of 295,313 redeemable Warrants. At closing, $27.9 million of cash remained in the trust account of Avalon. There were $26.1 million in transaction expenses, $20.0 million of which represented the Reserve Amount under the Forward Purchase Agreement, that were either paid by Avalon prior to closing or offset against proceeds received by the Company at closing, resulting in $1.8 million in net proceeds to the Company. Proceeds from the Transaction were used to pay expenses related to the Transaction.

Immediately after the Business Combination, 2,358,429 shares of Class A common stock were issued and outstanding, 239,256 shares of Class B common stock were issued and outstanding, 34,962 shares of Beneficient Series A preferred stock were issued and outstanding and 296,969 Warrants were issued and outstanding. Because the Series A preferred stock is not expected to be publicly listed, the Beneficient Series A preferred stock terms provide that upon its issuance, each share of Series A preferred stock will automatically convert into one-quarter of a share of Class A common stock of Beneficient, or an aggregate of 8,595 additional shares of Class A common stock. Following such conversion, there are 2,367,244 shares of Class A common stock of Beneficient outstanding following the Business Combination.

The Transaction was accounted for as a capital transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, Beneficient was treated as the accounting acquirer and Avalon was treated as the acquired company for financial reporting purposes per ASC 805. Accordingly, for accounting purposes, the Transaction was treated similar to an equity contribution in exchange for the issuance of shares of Common Stock. The financial statements of the combined entity represented a continuation of the financial statements of Beneficient, and the net assets of Avalon were stated at historical cost, with no goodwill or other intangible assets recorded. The equity and net loss per unit attributable to common equity holders of the Company, prior to the closing, have been retroactively restated as shares reflecting the common unit conversion ratio discussed above.

The Company and Avalon incurred $21.7 million and $26.1 million, respectively, of expenses related to the Transaction. These expenses consisted of underwriting fees, professional services (legal, accounting, advisory, etc.) and other direct expenses associated with the Transaction. As a result of the transaction, the transaction costs incurred by the Company related to the issuance of shares were recognized in additional paid-in capital as a reduction of proceeds. The expenses incurred by Avalon were either paid by Avalon prior to closing or netted against proceeds received by the Company at closing.

Common Stock Warrants

The Company assumed 194,063 publicly-traded Avalon Warrants (“Avalon Public Warrants”) and 101,250 private placement Avalon Warrants (“Avalon Private Warrants” and together with the Avalon Public Warrants, the “Avalon Warrants”), which were originally issued by Avalon in connection with its initial public offering and, as a result of the assumption by the Company, became Warrants. The Avalon Public Warrants assumed by Ben are referred to as the “Public Warrants” and the Avalon Private Warrants assumed by Ben are referred to as the “Private Warrants,” and collectively, the “Warrants.” The Warrants are included in derivative warrant liabilities on the Company’s consolidated statements of financial condition. The Warrants entitle the holder to exercise each whole warrant for one share of Class A common stock and one share of Series A preferred stock at an exercise price of $920.00 (each a “Warrant” and collectively, the “Warrants”).

The Public Warrants may only be exercised for a whole number of shares, and will expire on June 7, 2028 (i.e., five years following the closing), or earlier upon redemption or liquidations. Ben may redeem the outstanding Public Warrants (i) in whole and not in part; (ii) at a price of $0.80 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported last sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before Ben sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $1,440.00 per share. In addition, we have the ability to redeem the outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $8.00 per Public Warrant if, among other things, the Reference Value equals or exceeds $800.00 per share. If and when the Public Warrants become redeemable by Ben, Ben may exercise its redemption right even if Ben is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

During any period when Ben fails to maintain an effective registration statement registering the Class A common stock issuable upon the exercise of the Warrants, Ben is required to permit holders of Warrants to exercise their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exemption.

The Private Warrants, which became transferable, assignable and salable on July 7, 2023 (i.e., 30 days after the closing), are currently held by Avalon Acquisition Holdings, L.L.C (“the Avalon Sponsor”), and are generally identical to the Public Warrants, except they cannot be redeemed by Ben so long as they are held by the Avalon Sponsor or its permitted transferees. An Avalon Sponsor, or its permitted transferees, has the option to exercise the Private Warrants on a cashless basis and have certain registration rights. If the Private Warrants are held by holders other than the Avalon Sponsor or its permitted transferees, the Private Warrants will become redeemable by Ben in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

As of June 30, 2024, there were 24,699,725 Warrants outstanding with a fair value of $0.2 million, as reflected in the warrant liability line item on the consolidated statements of financial condition. During the three months ended June 30, 2024 and 2023, gains of nominal and $1.5 million, respectively, were recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein.

4. De-SPAC Merger Transaction

Forward Purchase Agreement

The Purchaser has received at least $5.0 million in gross proceeds from the sale of some or all of the Purchased Shares and thus, there will be no requirement to issue the Purchaser any amount of BCH Preferred A.0 as consideration for any shortfall. No sales of any of the Prepaid Forward Shares have occurred as of March 31, 2024. To the Company’s knowledge, all shares purchased by the Purchaser in connection with the Forward Purchase Agreement were from unaffiliated third-parties.

Recapitalization of BCG

On June 6, 2023, immediately prior to the Conversion, BCG was recapitalized (the “BCG Recapitalization”) as follows: (i) the limited partnership agreement of BCG was amended to create one new subclass of BCG common units, the Class B Common Units (the “BCG Class B Common Units”), and the existing common units were renamed the Class A Common Units (the “BCG Class A Common Units”); and (ii) certain holders of the BCH Preferred A.1 entered into conversion and exchange agreements (the “BCG Conversion and Exchange Agreements”) with BCG and BCH, pursuant to which they converted certain BCH Preferred A.1 to BCH Class S Ordinary Units, which were then contributed to BCG in exchange for BCG Class A Common Units.

The following table provides additional information on the securities contributed and exchanged by each of BHI, Bruce W. Schnitzer and Hicks Holdings Operating, LLC (dollars and units in thousands):

Name	Converted Capital Account Balance of BCH Preferred A.1		BCH Class S Ordinary Units Received		BCG Class B Units Received
BHI	$	177,195		178	178
Bruce W. Schnitzer		988		1	1
Hicks Holdings Operating, LLC		13,222		14	14
Total	$	191,405		193	193

The following table provides additional information on the securities contributed and exchanged by each of Bruce W. Schnitzer and Richard W. Fisher (dollars and units in thousands):

Name	Converted Capital Account Balance of BCH Preferred A.1		BCH Class S Ordinary Units Received		BCG Class A Units Received
Bruce W. Schnitzer	$	734		9	9
Richard W. Fisher		1,722		10	10
Total	$	2,456		19	19

As part of the conversion to BCG Class A Common Units, additional value of approximately $15.0 million was provided to certain holders who are members of our Board. The additional value was accounted for as compensation, which resulted in incremental stock-based compensation expense of $15.0 million during the fiscal year ending March 31, 2024.

Closing of the Transaction

A preferred stock to non-redeeming Avalon Class A stockholders, and the Avalon Warrants converted into an aggregate of 295,313 redeemable Warrants. At closing, $27.9 million of cash remained in the trust account of Avalon. There were $26.1 million in transaction expenses, $20.0 million of which represented the Reserve Amount under the Forward Purchase Agreement, that were either paid by Avalon prior to closing or offset against proceeds received by the Company at closing, resulting in $1.8 million in net proceeds to the Company. Proceeds from the Transaction were used to pay expenses related to the Transaction.

Immediately after the Business Combination, 2,358,429 shares of Class A common stock were issued and outstanding, 239,256 shares of Class B common stock were issued and outstanding, 34,962 shares of Beneficient Series A preferred stock were issued and outstanding and 296,969 Warrants were issued and outstanding. Because the Series A preferred stock is not expected to be publicly listed, the Beneficient Series A preferred stock terms provide that upon its issuance, each share of Series A preferred stock will automatically convert into one-quarter of a share of Class A common stock of Beneficient, or an aggregate of 8,595 additional shares of Class A common stock. Following such conversion, there were 2,367,244 shares of Class A common stock of Beneficient outstanding following the Business Combination.

The Transaction is accounted for as a capital transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, Beneficient is treated as the accounting acquirer and Avalon is treated as the acquired company for financial reporting purposes per ASC 805. Accordingly, for accounting purposes, the Transaction is treated similar to an equity contribution in exchange for the issuance of shares of common stock. The financial statements of the combined entity represent a continuation of the financial statements of Beneficient, and the net assets of Avalon have been stated at historical cost, with no goodwill or other intangible assets recorded. The equity and net loss per unit attributable to common equity holders of the Company, prior to the closing, have been retroactively restated as shares reflecting the common unit conversion ratio discussed above.

The Company and Avalon incurred $21.7 million and $26.1 million, respectively, of expenses related to the Transaction. These expenses consist of underwriting fees, professional services (legal, accounting, advisory, etc.) and other direct expenses associated with the Transaction. As a result of the transaction, the transaction costs incurred by the Company related to the issuance of shares were recognized in additional paid-in capital as a reduction of proceeds. The expenses incurred by Avalon were either paid by Avalon prior to closing or netted against proceeds received by the Company at closing.

Common Stock Warrants

The Company assumed 194,063 publicly-traded Avalon Warrants (“Avalon Public Warrants”) and 101,250 private placement Avalon Warrants (“Avalon Private Warrants” and together with the Avalon Public Warrants, the “Avalon Warrants”), which were originally issued by Avalon in connection with its initial public offering and, as a result of the assumption by the Company, became Warrants. The Avalon Public Warrants assumed by Ben are referred to as the “Public Warrants” and the Avalon Private Warrants assumed by Ben are referred to as the “Private Warrants”, and collectively, the “Warrants”. The Warrants are included in derivative warrant liabilities on the Company’s consolidated statements of financial condition. The Warrants entitle the holder to exercise each whole warrant for one share of Class A common stock and one share of Series A preferred stock at an exercise price of $920.00 (each a “Warrant” and collectively, the “Warrants”).

As of March 31, 2024, there were 308,747 Warrants outstanding with a fair value of $0.2 million, as reflected in the warrant liability line item on the consolidated statements of financial condition. During the year ended March 31, 2024, a gain of $2.5 million was recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein.

Supplemental Cash Flow Information

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

18. Supplemental Cash Flow Information

Cash paid for taxes for the three months ended June 30, 2024 and 2023 was de minimis. Cash paid for interest for the three months ended June 30, 2024 and 2023, was $1.0 million and nil, respectively.

Supplemental disclosure of noncash investing and financing activities include:

Three Months Ended June 30, 2024:

	–	$4.4 million accrual for BCH Preferred A.0 guaranteed payment.
	–	$0.9 million settlement of liability for issuance of Class A common stock.
	–	$0.2 million of distributions payable to the Charitable Beneficiaries.

Three Months Ended June 30, 2023:

	–	$793.4 million conversion of BCG Class A common units for Class A common stock.
	–	$791.9 million conversion of BCG Preferred B.2 for Class A common stock.
	–	$193.9 million exchange of BCH Preferred A.1 for Class A common stock and Class B common stock in BCG Recapitalization.
	–	$6.9 million deemed dividend from BCH Preferred A.1 to BCG Preferred B.2 for accrual of preferred return.
	–	$5.3 million issuance of Class A common for transactions closing post de-SPAC.
	–	$4.1 million accrual for BCH Preferred A.0 guaranteed payment.
	–	$3.9 million conversion of BCH Class S Ordinary to Class A common stock.
	–	$2.7 million settlement of liability for issuance of Class A common stock.
	–	$0.3 million of distributions payable to the Charitable Beneficiaries.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated statements of financial condition and that are shown in the consolidated statements of cash flows:

Schedule of Cash and Cash Equivalents

	June 30, 2024		March 31, 2024
Cash and cash equivalents	$	4,399	$	7,913
Restricted cash		314		64
Total cash, cash equivalents and restricted cash	$	4,713	$	7,977

21. Supplemental Cash Flow Information

Cash paid for taxes for the years ended March 31, 2024 and 2023, was $0.8 million and de minimis, respectively. Cash paid for interest for the years ended March 31, 2024 and 2023, was $1.1 million and $8.7 million, respectively.

Supplemental disclosure of noncash investing and financing activities include:

Year Ended March 31, 2024:

	–	$793.4 million conversion of BCG Class A common units for Class A common stock.
	–	$791.9 million conversion of BCG Preferred B.2 for Class A common stock.
	–	$205.8 million conversion of BCH Preferred C for Class A common stock.
	–	$193.9 million exchange of BCH Preferred A.1 for Class A common stock and Class B common stock in BCG Recapitalization.
	–	$56.7 million transfer of alternative assets for settlement of the Customer ExAlt Trust loan payable.
	–	$38.7 million issuance of Series B preferred stock in connection with recent financings.
	–	$16.8 million accrual for BCH Preferred A.0 guaranteed payment.
	–	$6.9 million deemed dividend from BCH Preferred A.1 to BCG Preferred B.2 for accrual of preferred return.
	–	$5.3 million issuance of Class A common for recent financings.
	–	$4.5 million settlement of liability for issuance of Class A common stock.
	–	$3.9 million conversion of BCH Class S Ordinary to Class A common stock.
	–	$1.1 million noncash issuance of noncontrolling interest.
	–	$1.2 million of distributions payable to the Charitable Beneficiaries.

Year Ended March 31, 2023:

	–	$37.1 million deemed dividend from BCH Preferred A.1 to BCG Preferred B.2 for accrual of preferred return.
	–	$20.1 million issuance of BCG Preferred B.2 to satisfy the contingent consideration payable.
	–	$15.8 million accrual for BCH Preferred A.0 guaranteed payment.
	–	$2.4 million issuance of noncontrolling interest from reserved cash received in a prior period.
	–	$1.7 million of distributions payable to the Charitable Beneficiaries.
	–	$1.4 million promissory note receivable received as consideration in sale of fixed assets.
	–	$1.1 million exchange of BCH Preferred A.0 for BCH Preferred A.1.
	–	$0.3 million noncash issuance of noncontrolling interest.

	March 31, 2024		March 31, 2023
Cash and cash equivalents	$	7,913	$	8,726
Restricted cash		64		819
Total cash, cash equivalents and restricted cash	$	7,977	$	9,545

Goodwill and Other Intangibles (Tables)

12 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

The following tables present activity in the Company’s goodwill and finite-lived and indefinite-lived intangible assets for the years ended March 31, 2024 and 2023.

(Dollars in thousands)	March 31, 2023		Impairment			March 31, 2024		Amortization Period
Goodwill
Ben Liquidity	$	1,725,880	$	(1,725,880	)	$	—	Indefinite
Ben Custody		594,219		(583,323	)		10,896	Indefinite
Ben Insurance		37,942		(37,942	)		—	Indefinite
Ben Markets		9,885		(7,175	)		2,710	Indefinite
Total goodwill		2,367,926		(2,354,320	)		13,606	Indefinite
Insurance license		3,100		—			3,100	Indefinite
Total goodwill and intangible assets	$	2,371,026	$	(2,354,320	)	$	16,706

(Dollars in thousands)	March 31, 2022		Additions¹		Reporting Unit Allocation			Impairment		March 31, 2023		Amortization Period
Goodwill	$	2,367,750	$	176	$	(2,367,926	)	$	—	$	—		Indefinite
Ben Liquidity		—		—		1,725,880			—		1,725,880		Indefinite
Ben Custody		—		—		594,219			—		594,219		Indefinite
Ben Insurance		—		—		37,942			—		37,942		Indefinite
Ben Markets		—		—		9,885			—		9,885		Indefinite
Total goodwill		2,367,750		176		—			—		2,367,926		Indefinite
Insurance license		3,100		—		—			—		3,100		Indefinite
Total goodwill and intangible assets	$	2,370,850	$	176	$	—		$	—	$	2,371,026

¹	The additional goodwill resulted from the purchase of MHT Securities, as discussed in Note 1.

Cover	3 Months Ended
Cover	Jun. 30, 2024
Entity Addresses [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	BENEFICIENT
Entity Central Index Key	0001775734
Entity Primary SIC Number	6199
Entity Tax Identification Number	72-1573705
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	325 North St. Paul Street
Entity Address, Address Line Two	Suite 4850
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	214
Local Phone Number	445-4700
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	325 N. Saint Paul Street
Entity Address, Address Line Two	Suite 4850
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	214
Local Phone Number	445-4700
Contact Personnel Name	Gregory W. Ezell

Other Assets and Other Liabilities (Tables)

12 Months Ended

Mar. 31, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Assets

The following table details the components of other assets:

Schedule of Other Assets

(Dollars in thousands)	March 31, 2024			March 31, 2023
Promissory note receivable	$	5,515		$	5,104
Allowance for promissory note receivable and other receivables		(5,515	)		—
Prepaid expenses		4,054			2,329
Loan fee receivable		2,932			—
Insurance reimbursable receivable		2,840			3,211
Fixed assets (Note 7)		2,328			4,344
Distribution receivables		—			5,891
Deferred costs of equity offering		343			7,778
Related party receivables		—			17,795
Allowance for related party receivables		—			(15,600	)
Other assets		2,202			2,051
Total Other assets, net	$	14,699		$	32,903

Schedule of other liabilities

The following table details the components of other liabilities:

(Dollars in thousands)	March 31, 2024		March 31, 2023
Interest commitments	$	18,243	$	13,499
Accrued interest on debt due to related parties		9,740		—
Deferred upfront fees		2,717		—
Other		1,027		1,123
Total Other liabilities	$	31,727	$	14,622

Equity (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Equity [Abstract]

Schedule of Noncontrolling Interests

The following tables present a rollforward of the noncontrolling interests for the three months ended June 30, 2024 and 2023:

(Dollars in thousands)	Trusts			BCH Class S Ordinary		BCH Class S Preferred		FLP		BCH Preferred Series A.1			BCH Preferred Series C		Class A of CT		Total Noncontrolling Interests
	Noncontrolling Interests
(Dollars in thousands)	Trusts			BCH Class S Ordinary		BCH Class S Preferred		FLP		BCH Preferred Series A.1			BCH Preferred Series C		Class A of CT		Total Noncontrolling Interests
Balance, March 31, 2024	$	(165,712	)	$	—	$	—	$	—	$	207,943		$	—	$	—	$	42,231
Net loss		(526	)		—		—		—		(7,187	)		—		—		(7,713	)
Reclass of distributions payable to noncontrolling interest holder		(225	)		—		—		—		—			—		—		(225	)
Balance, June 30, 2024	$	(166,463	)	$	—	$	—	$	—	$	200,756		$	—	$	—	$	34,293

	Noncontrolling Interests
(Dollars in thousands)	Trusts			BCH Class S Ordinary			BCH Class S Preferred		FLP		BCH Preferred Series A.1			BCH Preferred Series C		Class A of CT			Total Noncontrolling Interests
Balance, March 31, 2023	$	(118,299	)	$	52,560		$	856	$	—	$	—		$	205,759	$	1,337		$	142,213
Net loss		(13,866	)		(29,365	)		—		—		(674	)		—		(647	)		(44,552	)
Reclass of BCH Preferred A.1 from temporary to permanent equity		—			—			—		—		699,441			—		—			699,441
Issuance of shares in connection with transactions closing post de-SPAC		133			—			—		—		—			—		—			133
Reclass of distributions payable to noncontrolling interest holder		(329	)		—			—		—		—			—		—			(329	)
Conversion of Class S Ordinary to Class A common		—			(3,884	)		—		—		—			—		—			(3,884	)
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return		—			—			—		—		(6,942	)		—		—			(6,942	)
Balance, June 30, 2023	$	(132,361	)	$	19,311		$	856	$	—	$	691,825		$	205,759	$	690		$	786,080

The following table presents a rollforward of the noncontrolling interests for the years ended March 31, 2024 and 2023:

(Dollars in thousands)	Trusts			BCH Class S Ordinary			BCH Class S Preferred			FLP			BCH Preferred Series A.1			BCH Preferred Series C			Class A of CT			Total Noncontrolling Interests
	Noncontrolling Interests
(Dollars in thousands)	Trusts			BCH Class S Ordinary			BCH Class S Preferred			FLP			BCH Preferred Series A.1			BCH Preferred Series C			Class A of CT			Total Noncontrolling Interests
Balance, March 31, 2022		982			69,831			1,315			—			—			205,759			—			277,887
Net income (loss)		(117,861	)		(16,987	)		—			3,166			—			—			(962	)		(132,644	)
Noncontrolling interest reclass		—			1,116			1,117			(2,233	)		—			—			—			—
Payment of employee payroll taxes on restricted equity units		—			(459	)		(460	)		—			—			—			—			(919	)
Distribution to noncontrolling interest		—			—			—			—			—			—			(131	)		(131	)
Noncash issuance of noncontrolling interest		299			—			—			—			—			—			—			299
Reclass of distributions payable to noncontrolling interest holder		(1,719	)		—			—			—			—			—			—			(1,719	)
Reclass of allocated income for FLP Subclass 3 to payable		—			—			—			(933	)		—			—			—			(933	)
Issuance of noncontrolling interest		—			—			—			—			—			—			2,430			2,430
Annual reallocation of FLP		—			(941	)		(1,116	)		—			—			—			—			(2,057	)
Balance, March 31, 2023		(118,299	)		52,560			856			—			—			205,759			1,337			142,213
Beginning balance		(118,299	)		52,560			856			—			—			205,759			1,337			142,213
Net income (loss)		(44,175	)		(48,676	)		(856	)		—			(484,556	)		—			(1,068	)		(579,331	)
Issuance of shares in connection with recent financings		133			—			—			—			—			—			—			133
Reclass of distributions payable to noncontrolling interest holder		(1,170	)		—			—			—			—			—			—			(1,170	)
Reduction of noncontrolling interest in connection with recent financings		(3,272	)		—			—			—			—			—			—			(3,272	)
Issuance of noncontrolling interest in connection with recent financings		79			—			—			—			—			—			—			79
Conversion of BCH Class S Ordinary to Class A common stock		—			(3,884	)		—			—			—			—			—			(3,884	)
Conversion of Preferred Series C to Class A common stock		—			—			—			—			—			(205,759	)		—			(205,759	)
Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return		—			—			—			—			(6,942	)		—			—			(6,942	)
Reclass of BCH Preferred A.1 from temporary to permanent equity		—			—			—			—			699,441			—			—			699,441
Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings		992			—			—			—			—			—			—			992
Distribution to noncontrolling interest		—			—			—			—			—			—			(269	)		(269	)
Balance, March 31, 2024	$	(165,712	)	$	—		$	—		$	—		$	207,943		$	—		$	—		$	42,231
Ending balance	$	(165,712	)	$	—		$	—		$	—		$	207,943		$	—		$	—		$	42,231

Schedule of Redeemable Non Controlling Interests

The following table presents a rollforward of the redeemable noncontrolling interests for the years ended March 31, 2024 and 2023:

(Dollars in thousands)	Preferred Series A.0			Preferred Series A.1			Noncontrolling Interests
	Redeemable Noncontrolling Interests						Total Redeemable
(Dollars in thousands)	Preferred Series A.0			Preferred Series A.1			Noncontrolling Interests
Balance, March 31, 2022		249,907			742,331			992,238
Net income (loss)		15,822			(4,298	)		11,524
Deemed dividend upon issuance for U. S. GAAP to tax basis true-up		—			(314	)		(314	)
Deemed dividend for BCG Preferred Series B.2 Unit Accounts preferred return		—			(37,133	)		(37,133	)
Transfer from BCH Preferred Series A.1 Unit Accounts to BCH Preferred Series A.0 Unit Accounts		1,145			(1,145	)		—
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual		(15,822	)		—			(15,822	)
Balance, March 31, 2023		251,052			699,441			950,493
Beginning balance		251,052			699,441			950,493
Net income (loss)		16,793			—			16,793
Reclass of BCH Preferred A.1 from temporary to permanent equity		—			(699,441	)		(699,441	)
BCH Preferred Series A.0 Unit Accounts guaranteed payment accrual		(16,793	)		—			(16,793	)
Balance, March 31, 2024	$	251,052		$	—		$	251,052
Ending balance	$	251,052		$	—		$	251,052

De-SPAC Merger Transaction (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Additional Equity Securities Information

Name	Converted Capital Account Balance of BCH Preferred A.1		BCH Class S Ordinary Units Received		BCG Class B Units Received
BHI	$	177,195		178		178
Bruce W. Schnitzer		988		1		1
Hicks Holdings Operating, LLC		13,222		14		14
Total	$	191,405		193		193

Name	Converted Capital Account Balance of BCH Preferred A.1		BCH Class S Ordinary Units Received		BCG Class A Units Received
Bruce W. Schnitzer	$	734		9		9
Richard W. Fisher		1,722		10		10
Total	$	2,456		19		19

The following table provides additional information on the securities contributed and exchanged by each of BHI, Bruce W. Schnitzer and Hicks Holdings Operating, LLC (dollars and units in thousands):

Name	Converted Capital Account Balance of BCH Preferred A.1		BCH Class S Ordinary Units Received		BCG Class B Units Received
BHI	$	177,195		178	178
Bruce W. Schnitzer		988		1	1
Hicks Holdings Operating, LLC		13,222		14	14
Total	$	191,405		193	193

The following table provides additional information on the securities contributed and exchanged by each of Bruce W. Schnitzer and Richard W. Fisher (dollars and units in thousands):

Name	Converted Capital Account Balance of BCH Preferred A.1		BCH Class S Ordinary Units Received		BCG Class A Units Received
Bruce W. Schnitzer	$	734		9	9
Richard W. Fisher		1,722		10	10
Total	$	2,456		19	19

Schedule of Reconciliation of Gain (Loss) on Investments (Details) - USD ($)
$ in Thousands

1 Months Ended

3 Months Ended

12 Months Ended

Sep. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

$ (1,183)

$ (3,461)

$ (104,521)

$ (51,421)

Other comprehensive income loss

(1,183)

(3,461)

(104,521)

(51,421)

^[1]

13,694

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

(3,566)

(3,702)

(63,536)

Other Public Equity Securities [Member]

(3,566)

(3,702)

(63,536)

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

(757)

(220)

(237)

523

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

(757)

(220)

(237)

523

Put Option [Member]

$ 700

(2,328)

(3,023)

(3,460)

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

$ 700

(2,328)

(3,023)

(3,460)

Warrant [Member]

(2)

1,485

2,477

Prepaid Forward Liability [Member]

(2)

1,485

2,477

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

(92)

(14)

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

(92)

(14)

Derivative [Member]

1,418

1,581

4,595

Other Equity Interests [Member]

1,418

1,581

4,595

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

(365)

(63,755)

^[2]

Other Equity Securities [Member] | Without Readily Determinable Fair Value [Member]

(365)

(63,755)

^[2]

Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]

(59)

(158)

(37,848)

10,457

$ (59)

$ (158)

$ (37,848)

$ 10,457

[1]	Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4.
[2]	Includes realized net gains of $13.7 million related to the Company’s previously classified available-for-sale debt securities upon reclassification from accumulated other comprehensive income during the year ended March 31, 2024.

Supplemental Cash Flow Information (Details Narrative) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Mar. 31, 2023

Guaranteed payment accrual

Cash paid for interest

$ 1,000

$ 1,100

$ 8,700

^[1]

Distributions payable to charitable beneficiaries

200

300

1,200

1,700

Deemed dividend

^[1]

37,133

^[1]

Transfer of alternative assets for settlement

914

(4,290)

5,251

^[1]

Cash paid for taxes

800

56,700

Issuance of noncontrolling interest from reserved cash received

1,100

2,400

Promissory note received as consideration in sale of fixed assets

1,400

Settlement of liability for issuance

900

2,700

4,500

Common Class A [Member] | Post De-SPAC Transaction [Member]

5,300

BCG Class A Units [Member]

5,300

793,400

Preferred B.2 [Member]

791,900

20,100

Preferred A.1 [Member]

193,900

1,100

Deemed dividend

6,900

37,100

3,900

Preferred Series C [Member]

300

205,800

38,700

Preferred A.0 [Member]

Guaranteed payment accrual

$ 4,400

$ 4,100

$ 16,800

$ 15,800

[1]	Retroactively adjusted the fiscal year ended March 31, 2023 for the de-SPAC merger transaction as described in Note 4.

Customer ExAlt Trust Loan Payable

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Customer Exalt Trust Loan Payable

Customer ExAlt Trust Loan Payable

7. Customer ExAlt Trust Loan Payable

On March 24, 2022, Ben Liquidity transferred a $72.5 million ExAlt Loan to a third-party in return for $72.5 million of cash. The loan participation transaction resulted in a third party holding the transferred ExAlt Loan, which was previously eliminated in consolidation against the loan payable issued by a Customer ExAlt Trust for financial reporting purposes. Accordingly, the loan payable issued by the Customer ExAlt Trusts is no longer eliminated upon consolidation for financial reporting purposes and is reflected in the Customer ExAlt Trust loan payable line item on the consolidated statements of financial condition.

The Customer ExAlt Trust loan payable does not have scheduled principal or interest payments due prior to its maturity date of December 7, 2033. Prepayment of the loans, in whole or in part, is permitted without premium or penalty. A pro-rata portion of the cash flows from $352.6 million of alternative assets acquired by the Customer ExAlt Trusts on December 7, 2021 (the “Acquired Assets”) are the sole source of cash flows to be used by the Customer ExAlt Trusts to satisfy its obligations under the terms of the loan agreement. The percentage of the Acquired Assets allocated to supporting the repayment of the Customer ExAlt Trust loan payable amounted to approximately 27.8% (the “Participation Allocation”). Ben and its subsidiaries have no obligation or other requirements to repay the Customer ExAlt Trust loan payable should the pro-rata cash flows from the $352.6 million of alternative assets associated with the loan be insufficient to pay all contractual obligations owed under the terms of the loan agreement. The Customer ExAlt Trust loan payable bears interest at 12% per annum.

Termination of Customer ExAlt Trust Loan Payable

The loan agreement included a contingent interest feature whereby additional interest could be owed up to a maximum rate of 21% under certain circumstances, dependent principally on the cash flows generated by the pro rata portion of the underlying collateral. As the contingent interest feature was not based on creditworthiness, such feature was not clearly and closely related to the host instrument and was therefore bifurcated and recognized as a derivative liability with a resulting debt discount at inception. The change in the fair value of the contingent interest derivative liability resulted in a net gain of $1.4 million that is reflected in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss) for the three months ended June 30, 2023. The amortization of the debt discount, which is reflected as a component of interest expense in the consolidated statements of comprehensive income (loss), was $0.3 million for the three months ended June 30, 2023.

10. Customer ExAlt Trust Loan Payable

The Customer ExAlt Trust loan payable does not have scheduled principal or interest payments due prior to its maturity date of December 7, 2033. Prepayment of the loans, in whole or in part, is permitted without premium or penalty. A pro-rata portion of the cash flows from $352.6 million of alternative assets acquired by the Customer ExAlt Trusts on December 7, 2021(the “Acquired Assets”) are the sole source of cash flows to be used by the Customer ExAlt Trusts to satisfy its obligations under the terms of the loan agreement. The percentage of the Acquired Assets allocated to supporting the repayment of the Customer ExAlt Trust loan payable amounted to approximately 27.8% (the “Participation Allocation”). Ben and its subsidiaries have no obligation or other requirements to repay the Customer ExAlt Trust loan payable should the pro-rata cash flows from the $352.6 million of alternative assets associated with the loan be insufficient to pay all contractual obligations owed under the terms of the loan agreement. The Customer ExAlt Trust loan payable bears interest at 12% per annum.

Termination of Customer ExAlt Trust Loan Payable

On October 18, 2023, the applicable Customer ExAlt Trusts distributed, transferred and assigned the Participation Allocation (net of a qualified charitable distribution) to a subsidiary of the holder of the Customer ExAlt Trust loan payable. As a result, all obligations owed under the Customer ExAlt Trust loan payable have been repaid and the related participation interest no longer remains outstanding. As such, the Customer ExAlt Trusts repaid the entire outstanding principal balance of the ExAlt Trust Loan Payable of $50.9 million including interest paid-in-kind, by transferring $56.7 million of alternative assets. The payoff of the Customer ExAlt Trust Loan Payable was accounted for as a debt extinguishment in accordance with ASC 470, Debt. Accordingly, the Customer ExAlt Trusts recorded a $8.8 million loss on extinguishment related to the payoff for the year ended March 31, 2024, which is reflected in the loss on extinguishment of debt line item on the consolidated statements of comprehensive income (loss). The loss on extinguishment represents the difference between the carrying value of the ExAlt Trust Loan Payable at payoff of $47.9 million, net of an unamortized discount of $5.0 million and fair value of the contingent interest derivative liability of $1.9 million, and the NAV of the assets of $56.7 million, which was determined to have the most readily determinable fair value at the time of the nonmonetary transaction.

As of March 31, 2023, the outstanding principal, including interest paid-in-kind, was $54.2 million. The balance reflected on the consolidated statements of financial condition as of March 31, 2023, was $52.1 million, which includes the fair value of the contingent interest derivative liability of $3.5 million and unamortized debt discount of $5.6 million.

The loan agreement includes a contingent interest feature whereby additional interest could be owed up to a maximum rate of 21% under certain circumstances, dependent principally on the cash flows generated by the pro rata portion of the underlying collateral. As the contingent interest feature is not based on creditworthiness, such feature is not clearly and closely related to the host instrument and is therefore bifurcated and recognized as a derivative liability with a resulting debt discount at inception. The fair value of the contingent interest derivative liability was $3.5 million as of March 31, 2023, and was recognized as a component of the Customer ExAlt Trust loan payable in the consolidated statements of financial condition. The related net gains of $1.6 million and $4.6 million is reflected in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss) for the years ended March 31, 2024 and 2023. The amortization of the debt discount, which is reflected as a component of interest expense in the consolidated statements of comprehensive income (loss), was $0.6 million and $1.7 million for the years ended March 31, 2024 and 2023, respectively.

Fixed Assets

12 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Fixed Assets

7. Fixed Assets

Fixed assets are included in other assets in the consolidated statements of financial condition and consist of the following:

(Dollars in thousands)	March 31, 2024			March 31, 2023
Computer hardware and software	$	11,864		$	9,899
Buildings		188			188
Furniture, fixtures, and equipment		139			139
Leasehold improvements		109			109
Other		73			73
Fixed assets, gross		12,373			10,408
Accumulated depreciation and amortization		(10,327	)		(6,551	)
Internal use software in process		282			487
Fixed assets, net	$	2,328		$	4,344

Depreciation and amortization expense related to fixed assets was $3.8 million and $3.6 million, for the years ended March 31, 2024 and 2023, respectively. The majority of our depreciation and amortization expense is related to the amortization of capitalized computer software costs, which was $3.7 million and $3.4 million, for the years ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and 2023, the unamortized computer software costs were $1.8 million and $3.5 million, respectively.

Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Loss on financial instruments, net related party	$ (1,183)	$ (3,461)	$ (104,521)	$ (51,421)
Trust services and administration revenues related party	189	102	365	30
Interest expense, net related party	4,288	3,784	17,559	15,471
Other expenses related party	3,081	6,942	21,854	28,269
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Loss on financial instruments, net related party	(365)	(3,566)	(67,457)	(63,536)
Trust services and administration revenues related party	8	8	30	30
Interest expense, net related party	3,054	732	8,618	2,797
Other expenses related party	$ 694	$ 2,116	$ 7,046	$ 8,704

Supplemental Cash Flow Information (Tables)

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Schedule of Cash and Cash Equivalents

	June 30, 2024		March 31, 2024
Cash and cash equivalents	$	4,399	$	7,913
Restricted cash		314		64
Total cash, cash equivalents and restricted cash	$	4,713	$	7,977

	March 31, 2024		March 31, 2023
Cash and cash equivalents	$	7,913	$	8,726
Restricted cash		64		819
Total cash, cash equivalents and restricted cash	$	7,977	$	9,545

Segment Reporting

3 Months Ended

12 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

15. Segment Reporting

The Company has three reportable segments consisting of Ben Liquidity, Ben Custody and Customer ExAlt Trusts. As additional products and services are offered in the future, we expect to have additional reportable segments, including Ben Insurance Services and Ben Markets.

As the central operating hub of the company, Ben Liquidity is responsible for offering Ben’s fiduciary alternative asset liquidity and financing products through AltAccess. Ben Custody delivers products that address the administrative and regulatory burden of holding alternative assets by offering full service bespoke custody and trust administration services, and specialized document custodian services to Customers. Certain of Ben’s operating subsidiary products and services involve or are offered to certain of the Customer ExAlt Trusts. Certain of the Customer ExAlt Trusts hold interests in alternative assets and therefore recognize changes in such assets’ net asset value in earnings. Certain other Customer ExAlt Trusts pay interest on the ExAlt Loans to Ben Liquidity and transaction fees to Ben Liquidity and Ben Custody in connection with the liquidity transactions, and pay fees to Ben Custody for providing full-service trust administration services to the trustees of the Customer ExAlt Trusts. The amounts paid to Ben Liquidity and Ben Custody are eliminated solely for financial reporting purposes in our consolidated financial statements but directly impact the allocation of income (loss) to Ben’s and BCH’s equity holders.

The Corporate & Other category includes the following items, among others:

●

Equity-based compensation;

●

Gains (losses) on changes in the fair value of interests in the GWG Wind Down Trust (or common stock and L Bonds of GWG Holdings, as applicable) held by Ben;

●

Interest expense incurred on the corporate related debt transactions; and

●

Operations of Ben Insurance Services and Ben Markets that are not considered reportable segments as they do not meet the quantitative criteria to be separately reported.

The Corporate & Other category also consists of unallocated corporate overhead and administrative costs.

These segments are differentiated by the products and services they offer as well as by the information used by the Company’s chief operating decision maker to determine allocation of resources and assess performance. Operating income (loss) is the measure of profitability used by management to assess the performance of its segments and allocate resources. Performance is measured by the Company’s chief operating decision maker on an unconsolidated basis because management makes operating decisions and assesses the performance of each of the Company’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the Customer ExAlt Trusts.

The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (in thousands):

	Ben Liquidity			Ben Custody		Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
	Three Months Ended June 30, 2024

	Ben Liquidity			Ben Custody		Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
External revenues
Investment income, net	$	—		$	—	$	11,028		$	—		$	—		$	11,028
Loss on financial instruments, net		—			—		(1,175	)		(8	)		—			(1,183	)
Interest income		—			—		—			12			—			12
Trust services and administration revenues		—			189		—			—			—			189
Other income		—			—		—			—			—			—

Intersegment revenues
Interest income		10,849			—		—			—			(10,849	)		—
Trust services and administration revenues		—			5,193		—			—			(5,193	)		—
Total revenues		10,849			5,382		9,853			4			(16,042	)		10,046

External expenses
Employee compensation and benefits		430			356		—			3,064			—			3,850
Interest expense		3,081			—		—			1,207			—			4,288
Professional services		474			396		622			4,052			—			5,544
Provision for credit losses		—			—		522			2			—			524
Loss on impairment of goodwill		—			3,129		—			265			—			3,394
Release of loss contingency related to arbitration award		—			—		—			(54,973	)		—			(54,973	)
Other expenses		451			214		120			2,296			—			3,081

Intersegment expenses
Interest expense		—			—		34,799			—			(34,799	)		—
Provision for credit losses		6,927			—		—			—			(6,927	)		—
Other expenses		—			—		3,419			—			(3,419	)		—
Total expenses		11,363			4,095		39,482			(44,087	)		(45,145	)		(34,292	)

Operating income (loss)	$	(514	)	$	1,287	$	(29,629	)	$	44,091		$	29,103		$	44,338

	Ben Liquidity			Ben Custody			Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
	Three Months Ended June 30, 2023
	Ben Liquidity			Ben Custody			Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
External revenues
Investment income, net	$	—		$	—		$	500		$	—		$	—		$	500
Loss on financial instruments, net		—			—			(1,803	)		(1,658	)		—			(3,461	)
Interest income		—			—			8			108			—			116
Trust services and administration revenues		—			8			—			94			—			102

Intersegment revenues
Interest income		12,007			—			—			—			(12,007	)		—
Trust services and administration revenues		—			6,568			—			—			(6,568	)		—
Total revenues		12,007			6,576			(1,295	)		(1,456	)		(18,575	)		(2,743	)

External expenses
Employee compensation and benefits		2,493			560			—			32,770			—			35,823
Interest expense		758			—			1,874			1,152			—			3,784
Professional services		633			501			1,261			7,978			—			10,373
Loss on impairment of goodwill		901,000			195,305			—			—			—			1,096,305
Other expenses		654			207			356			5,725			—			6,942

Intersegment expenses
Interest expense		—			—			29,780			—			(29,780	)		—
Provision for loan losses		9,495			—			—			—			(9,495	)		—
Other expenses		—			—			3,844			—			(3,844	)		—
Total expenses		915,033			196,573			37,115			47,625			(43,119	)		1,153,227

Operating income (loss)	$	(903,026	)	$	(189,997	)	$	(38,410	)	$	(49,081	)	$	24,544		$	(1,155,970	)

	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
	As of June 30, 2024
	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
Loans to Customer ExAlt Trusts, net	$	255,858	$	—	$	—	$	—	$	(255,858	)	$	—
Investments, at fair value		—		—		331,367		—		—			331,367
Other assets		2,310		21,884		19,362		9,250		(36,181	)		16,625
Goodwill and intangible assets, net		—		7,767		—		5,545		—			13,312
Total Assets	$	258,168	$	29,651	$	350,729	$	14,795	$	(292,039	)	$	361,304

	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
	As of March 31, 2024
	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
Loans to Customer ExAlt Trusts, net	$	256,184	$	—	$	—	$	—	$	(256,184	)	$	—
Investments, at fair value		—		—		329,113		6		—			329,119
Other assets		5,814		20,398		19,467		12,510		(35,513	)		22,676
Goodwill and intangible assets, net		—		10,896		—		5,810		—			16,706
Total Assets	$	261,998	$	31,294	$	348,580	$	18,326	$	(291,697	)	$	368,501

18. Segment Reporting

As the central operating hub of the company, Ben Liquidity is responsible for offering Ben’s fiduciary alternative asset liquidity and financing products through AltAccess. Ben Custody delivers products that address the administrative and regulatory burden of holding alternative assets by offering full service bespoke custody and trust administration services, and specialized document custodian services to Customers. Certain of Ben’s operating subsidiary products and services involve or are offered to certain of the Customer ExAlt Trusts. Certain of the Customer Exalt Trusts hold interests in alternative assets and therefore recognize changes in such assets’ net asset value in earnings. Certain other Customer ExAlt Trusts pay interest on the ExAlt Loans to Ben Liquidity and transaction fees to Ben Liquidity and Ben Custody in connection with the liquidity transactions, and pay fees to Ben Custody for providing full-service trust administration services to the trustees of the Customer ExAlt Trusts. The amounts paid to Ben Liquidity and Ben Custody are eliminated solely for financial reporting purposes in our consolidated financial statements but directly impact the allocation of income (loss) to Ben’s and BCH’s equity holders.

The Corporate & Other category includes the following items, among others:

●

Equity-based compensation;

●

Gains (losses) on changes in the fair value of interests in the GWG Wind Down Trust (or common stock and L Bonds of GWG Holdings, as applicable) held by Ben;

●

Interest expense incurred on the corporate related debt transactions; and

●

Operations of Ben Insurance Services and Ben Markets that are not considered reportable segments as they do not meet the quantitative criteria to be separately reported.

The Corporate & Other category also consists of unallocated corporate overhead and administrative costs.

The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (dollars in thousands):

	Ben Liquidity			Ben Custody			Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
	Year Ended March 31, 2024
	Ben Liquidity			Ben Custody			Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
External revenues
Investment loss, net	$	—		$	—		$	4,791		$	—		$	—		$	4,791
Loss on financial instruments, net		—			—			(102,584	)		(1,937	)		—			(104,521	)
Interest income		—			—			10			447			—			457
Trust services and administration revenues		—			365			—			—			—			365
Other income		—			—			215			(3	)		—			212

Intersegment revenues
Interest income		46,947			—			—			—			(46,947	)		—
Trust services and administration revenues		—			24,169			—			—			(24,169	)		—
Total revenues		46,947			24,534			(97,568	)		(1,493	)		(71,116	)		(98,696	)

External expenses
Employee compensation and benefits		5,903			2,297			—			56,929			—			65,129
Interest expense		8,724			—			4,091			4,744			—			17,559
Professional services		1,993			1,187			3,277			23,542			—			29,999
Provision for credit losses		—			—			254			5,762			—			6,016
Loss on impairment of goodwill		1,725,880			583,323			—			45,117			—			2,354,320
Loss on arbitration		—			—			—			54,973			—			54,973
Other expenses		2,057			997			1,191			17,609			—			21,854

Intersegment expenses
Interest expense		—			—			126,339			—			(126,339	)		—
Provision for loan losses		113,354			25,541			—			—			(138,895	)		—
Other expenses		—			—			15,345			—			(15,345	)		—
Total expenses		1,857,911			613,345			150,497			208,676			(280,579	)		2,549,850

Operating income (loss)	$	(1,810,964	)	$	(588,811	)	$	(248,065	)	$	(210,169	)	$	209,463		$	(2,648,546	)

	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
	As of March 31, 2024
	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
Loans to Customer ExAlt Trusts, net	$	256,184	$	—	$	—	$	—	$	(256,184	)	$	—
Investments, at fair value		—		—		329,113		6		—			329,119
Other assets		5,814		20,398		19,467		12,510		(35,513	)		22,676
Goodwill and intangible assets, net		—		10,896		—		5,810		—			16,706
Total Assets	$	261,998	$	31,294	$	348,580	$	18,326	$	(291,697	)	$	368,501

	Ben Liquidity			Ben Custody		Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
	Year Ended March 31, 2023
	Ben Liquidity			Ben Custody		Customer ExAlt Trusts			Corporate & Other			Consolidating Eliminations			Total
External revenues
Investment loss, net	$	—		$	—	$	(54,010	)	$	—		$	—			(54,010	)
Loss on financial instruments, net		—			—		(35,085	)		(16,336	)		—			(51,421	)
Interest income		—			—		54			358			—			412
Trust services and administration revenues		—			30		—			—			—			30
Other income		—			—		—			86			—			86

Intersegment revenues
Interest income		50,819			—		—			—			(50,819	)		—
Trust services and administration revenues		—			29,012		—			—			(29,012	)		—
Total revenues		50,819			29,042		(89,041	)		(15,892	)		(79,831	)		(104,903	)

External expenses
Employee compensation and benefits		8,527			2,219		—			34,781			—			45,527
Interest expense		2,893			—		8,957			3,621			—			15,471
Professional services		2,849			2,018		5,033			28,522			—			38,422
Provision for credit losses		—			—		13,843			6,737			—			20,580
Other expenses		2,313			759		1,905			23,292			—			28,269

Intersegment expenses
Interest expense		—			—		110,905			—			(110,905	)		—
Provision for loan losses		80,749			—		—			—			(80,749	)		—
Other expenses		—			—		18,354			—			(18,354	)		—
Total expenses		97,331			4,996		158,997			96,953			(210,008	)		148,269

Operating income (loss)	$	(46,512	)	$	24,046	$	(248,038	)	$	(112,845	)	$	130,177		$	(253,172	)

	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
	As of March 31, 2023
	Ben Liquidity		Ben Custody		Customer ExAlt Trusts		Corporate & Other		Consolidating Eliminations			Total
Loans to Customer ExAlt Trusts, net	$	366,760	$	—	$	—	$	—	$	(366,760	)	$	—
Investments, at fair value		—		—		491,859		5,362		—			497,221
Other assets		9,447		47,466		10,447		21,849		(46,761	)		42,448
Goodwill and intangible assets, net		1,725,880		594,219		—		50,927		—			2,371,026
Total Assets	$	2,102,087	$	641,685	$	502,306	$	78,138	$	(413,521	)	$	2,910,695

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Supplemental Cash Flow Elements [Abstract]

Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Mar. 31, 2024

Jun. 30, 2023

Mar. 31, 2023

Mar. 31, 2022

$ 4,399

$ 7,913

$ 8,726

^[1]