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February 1, 2023
Beth E. Berg
Partner
Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
Re:Avantax, Inc.
Schedule TO-I
Filed January 27, 2023
File No. 005-55807
Dear Beth E. Berg:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms have the same meaning as in the tender offer materials.
Schedule TO-I filed January 27, 2023
Cautionary Note Regarding Forward-Looking Statements, page 10
1.We note the first sentence in this section stating that the offering documents "contain
certain 'forward-looking statements' as defined in Section 27A of the Securities Act of
10333...and Section 21E of the Exchange Act, which are subject to the 'safe harbor'
created by those sections."  The safe harbor provisions of the Private Securities Litigation
Reform Act do not apply to statements made in connection with a tender offer.  See
Section 27A(b)(2)(c) of the Exchange Act and Section 21E(b)(2)(c) of the Securities and
Exchange Act.  Please delete references to the Reform Act or clarify that the the
statements made in the offer materials are not subject to its safe harbor for forward-
looking statements.

 FirstName LastNameBeth E. Berg
 Comapany NameSidley Austin LLP
 February 1, 2023 Page 2
 FirstName LastName
Beth E. Berg
Sidley Austin LLP
February 1, 2023
Page 2
Conditions of the Tender Offer, page 28
2.Refer to the following statement in the first paragraph on page 28: "Our failure at any time
to exercise any of the foregoing rights will not be deemed a waiver of any right, and each
such right will be deemed an ongoing right that may be asserted ay any time prior to the
Expiration Time." When an event occurs that implicates an offer condition, the bidder
must promptly notify target security holders whether it will waive the condition or
proceed with the offer, or assert the condition and terminate.  This statement implies that
Avantax is not under an obligation to advise security holders what it will do when such
event occurs.  Please revise.
Source and Amount of Funds, page 28
3.Revise to provide the disclosure required by Item 7 of Schedule TO and Item 1007(d)(2)
of Regulation M-A as to to the funds being used to purchase tendered shares.
Certain Information Concerning Us, page 29
4.We note your disclosure that “any information that we file later with the SEC
will automatically update and, in some cases, supersede the information herein.” Schedule
TO does not expressly authorize such apparent “forward incorporation by reference.”
Rather, General Instruction F specifies how you may incorporate by reference in a
Schedule TO.  Please revise.
Fees and Expenses, page 43
5.Please provide a reasonably-detailed list of expenses incurred or expected to be incurred
in connection with the tender offer.  See Item 7 of Schedule TO and Item 1007(c) of
Regulation M-A.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Michael Killoy at (202) 551-7576 or Christina Chalk at
(202) 551-3440.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions