SecProbe.io

CORRESP
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 11100 Santa Monica Blvd., Suite 800
 Los Angeles, CA 90025
 Tel: ((310) 966-1444
 www.brileyfin.com

 April 30, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention: Michael Volley, Amit Pande, Todd K. Schiffman and James
Lopez

 Re: B.
Riley Financial, Inc.

 Response to Comments dated November 1, 2024

 File No. 001-37503

 Ladies and Gentlemen:

 On behalf of B. Riley Financial, Inc. ("we" or the "Company"),
we submit this letter in response to comments from the staff (the "Staff") of the Securities and Exchange Commission (the
"Commission") received by letter dated March 24, 2025, relating to responses to comments dated November 1, 2024. In this letter,
we have recited the comments from the Staff in italicized type and have followed each comment with the Company's response.

 Response dated November 1, 2024

 (h) Loans Receivable, page 12

 1. Noting you disclose that you elected the fair value option for all outstanding loans receivable, please
tell us how your disclosure that you defer loan origination fees and certain direct origination costs is consistent with the guidance
in ASC 825-10-25-3. Please revise future filings as needed.

 Response to Comment 1:

 The Company respectively acknowledges the Staff's
comment and advises the Staff that outstanding loans receivables for which the fair value option has been elected are recorded at fair
value at each reporting period in the balance sheet consistent with the guidance in ASC 825-10-25-3. The Company has not recorded an additional
asset for unamortized costs, origination fees, and premiums and discounts in the consolidated balance sheet. In our disclosure for loans
receivable on page 12 an immaterial amount of $292 of the $3,210 at September 30, 2024 relates to upfront fees that will be revised in
future filings to be recorded in earnings pursuant to the guidance in ASC 825-10-25-3. The remaining $2,918 relates to original issue
discount which is included in interest income utilizing the effective interest method. In reporting interest income separately from the
change in fair value of loans receivable, for the original issue discount the Company considered the following interpretive guidance from
section 12.4.1.1.1.2 of the Deloitte Roadmap to Fair Value Measurements (Including the Fair Value Option) :

 If an entity elects, as an accounting
policy, to separately present interest income or interest expense on an interest-bearing financial instrument accounted for at fair value
through earnings, the entity should, with one exception, include amortization or accretion of any premium or discount on the instrument
as part of the separately reported interest income or interest expense. If the fair value initially recognized for an interest-bearing
financial instrument (e.g., debt) differs from the principal amount due at maturity ("par"), this difference is a premium
or discount that should be amortized or accreted. An entity should recognize the amortization or accretion in interest income or interest
expense if it is separately presented . Under ASC 320-10-35-4 and ASC 325-40-35-2, the method used to measure interest income or interest
expense on an interest-bearing financial instrument (including any amortization or accretion of a premium or discount) should be the same
regardless of the measurement attribute (e.g., amortized cost) used to measure the financial instrument. Thus, the premium or discount
should be amortized by using the interest method that would have applied to the interest-bearing financial asset or financial liability
if it had not been recognized at fair value through earnings.

 B. Riley Financial, Inc.| www.brileyfin.com | NASDAQ: RILY 1
 Securities & Exchange Commission April 30, 2025

 Note 4 - Discontinued Operations

 Brands Transaction, page 31

 2. We note your disclosures on page 31 and various transactions noted on page 76 related to the disposal
of the Brands. Please address the following:

 ● Please tell us and revise future filings to
clarify if the Brookstone intellectual property was owned by a consolidated entity. If not, please clarify how it was accounted for before
the disposal.

 ● Please tell us what the loss of $113 million
presented as "Realized and unrealized losses on investments" on page 34 represents and tell us how the $39 million as "Loss
on disposal" on page 34 was determined for the quarter ended September 30, 2024.

 ● Please reconcile for us the losses noted in
the preceding bullet point disclosed on page 34 to the losses disclosed on page 76 described as (1) a subsequent fair value adjustment
for the sale of bebe at September 30, 2024 in the amount of approximately $20 million and (2) a deconsolidation loss at September 30,
2024 in the amount of approximately $133 million detailing how these losses were determined. Please revise future filings as needed to
ensure the losses related to the deconsolidation of the consolidated entities and the derecognition of equity interests measured at fair
value are appropriately presented in the notes to your financial statements and described throughout your filing.

 ● Please tell us if there was any gain or loss
recognized related to the disposal of your equity interests measured at fair value related to the Hurley, Justice and Scotch & Soda
brands. Please revise future filings as needed.

 ● We note your disclosure that the Company's
ownership in the Brand Interest will be reported as a non-controlling equity method investment. Please tell us in detail and revise future
filings to clearly disclose the key details of any retained interests and disclose information about any continuing involvement. Refer
to ASC 205-20-50-4A for guidance.

 ● We note your disclosure that the bebe transaction
was completed on October 25, 2024. Please tell us why you appear to have deconsolidated the entities as of September 30, 2024. Please
revise your disclosure as needed.

 ● Noting that you appear to be accounting for
the transfer of brand interests to the securitization entity as a sale, please revise your disclosure describing the transaction to be
consistent with your accounting. For example, we note you describe the transactions as "secured financing" which implies the
transaction is simply a financing transaction and not a sale.

 Response to Comment 2:

 The Company respectfully acknowledges the Staff's
comment, and informs the Staff as follows.

 First Bullet : The intellectual property
of Brookstone was not owned by a consolidated entity of B. Riley. Rather, the intellectual property of Brookstone was owned by BKST Brand
Management, LLC. BKST Brand Management was an equity investment of bebe stores, inc., a majority owned subsidiary of B. Riley, accounted
for as an equity investment using the fair value option.

 B. Riley Financial, Inc.| www.brileyfin.com | NASDAQ: RILY 2
 Securities & Exchange Commission April 30, 2025

 Second, Third & Fourth Bullets : The
amounts recorded for the Brands Transaction included in Note 4 – Discontinued Operations starting on page 34 and page 76 is comprised
of the following:

 Equity Method Investments
 Six Brands Operating Business
 Total

 bebe sale transaction for equity method investments completed subsequent to September 30, 2024, on October 25, 2024:

 Fair value adjustments on equity method BB Brand Holdings, LLC and BKST (a)
 $ (20,043 )
 n/a
 $ (20,043 )

 Secured financing transaction completed subsequent to September 30, 2024, on October 25, 2024:

 Fair value adjustments on equity method investments for Hurley, Justice and S&S (b)
 (93,191 )
 n/a
 (93,191 )

 Expected loss on disposal of Six Brands operating business (c)
 n/a
 (39,500 )
 (39,500 )

 Subtotal - Secured financing transaction completed subsequent to September 30, 2024, on October 25, 2024
 $ (93,191 )
 $ (39,500 )
 $ (132,691 )

 Total loss reported from Brands Transaction
 $ (113,234 )
 $ (39,500 )
 $ (152,734 )

 (a) bebe stores, inc. owned two equity method investments that were accounted for under the fair value option,
comprised of BB Brand Holdings, LLC and BKST Brand Management, LLC. During the quarter ended September 30, 2024, the Company recorded
fair value adjustments that resulted in a $20 million loss that was reported in the income statement in discontinued operations Note 4
– Discontinued Operations of the Brand Transaction under the caption realized and unrealized gains (losses) on investments.

 (b) B. Riley through its majority-owned subsidiary BR Brand Holdings, LLC owned three equity method investments
that were accounted for under the fair value option which were comprised of HRLY Brand Management LLC ("Hurley"), Justice
Brand Management LLC ("Justice"), and S&S Brand Management LLC ("S&S") and during the quarter ended September
30, 2024, the Company recorded fair value adjustments that resulted in a $93 million loss that was reported in the income statement in
discontinued operations in Note 4 – Discontinued Operations of the Brand Transaction under the caption realized and unrealized gains
(losses) on investments.

 The total of these losses on equity method investments
in the amount of approximately $113 million comprises the $113.2 million loss that is included in Note 4 – Discontinued Operations
within the income statement of the Brands Transaction under the caption realized and unrealized gains (losses) on investments.

 (c) In addition to the equity method investments mentioned above, B. Riley's results of operations historically
included operating revenues and expenses generated from its majority owned subsidiary that licensed the trademarks and intellectual properties
of six other brands: Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore (collectively, the
"Six Brands"). As a result of the secured financing transaction accounted for as a sale in the fourth quarter, the net assets
sold were written down to their fair value less estimated costs of disposal at quarter ended September 30, 2024 which resulted in a loss
of $39.5 million that is included in Note 4 – Discontinued Operations within the income statement of the Brands Transaction under
the caption loss on disposal for the quarter ended September 30, 2024.

 The combined total of the loss recorded from secured
financing transaction in the amount of $133 million on page 76 accounted for as a sale in the fourth quarter of 2024 is comprised of the
loss on the sale of the three equity method investments noted above (Hurley, Justice and S&S) in the amount of $93 million and the
loss on disposal of $39.5 million related to the Six Brands noted above. In future filings, the Company will modify the disclosure to
make clear which losses are related to the fair value adjustments for equity method investments accounted for under the fair value option
and which are related to the loss on disposal from the Six Brands that were an operating business of the Company.

 B. Riley Financial, Inc.| www.brileyfin.com | NASDAQ: RILY 3
 Securities & Exchange Commission April 30, 2025

 Fifth Bullet : After the disposal of the
three equity investments – HRLY Brand Management LLC, Justice Brand Management LLC, and S&S Brand Management LLC – and
the Company's majority owned subsidiary BR Brand Holdings, LLC (collectively, the "Brand Securitized Assets"), B. Riley
retains a non-controlling equity investment in the ownership of BR Funding Holdings 2024-1, LLC, which is the ultimate parent company
of the Brand Securitized Assets. The retained non-controlling equity investment in the ownership of BR Funding Holdings 2024-1, LLC represents
a common interest that has only nominal value, if any, and is not expected to have any value in the future since there is no expectation
of any future distributions or participation in future cash flows by the common interest holders. B. Riley does not have any significant
continuing involvement after the disposal date since B. Riley does not have any representation on the Board, voting rights, protective
rights, policy making decisions or management of BR Funding Holdings 2024-1, LLC. In future filings, including the Company's Annual
Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), we will provide additional disclosure about
our retained interest and continuing involvement.

 Sixth Bullet : bebe is a majority-owned
subsidiary of the Company and was not deconsolidated at September 30, 2024. At September 30, 2024, the bebe subsidiary continued to hold
the two equity investments – the equity investments in BB Brand Holdings, LLC and BKST Brand Management, LLC – which are included
in assets of discontinued operations in the consolidated balance sheet of B. Riley at September 30, 2024 and December 31, 2023 and the
remaining operating business of bebe outside of the assets of discontinued operations is comprised of the rent-to-own stores which is
still reported in the continuing operations of the Company within All Other in the segment reporting. More specifically, the two equity
investments are included in Note 4 – Discontinued operations in the class of assets labelled Securities and other investments owned,
at fair value and have not been deconsolidated as of September 30, 2024. In Note 4 – Discontinued Operations, we have disclosed
the following:

 "upon completion of the Secured
Financing of the Brand Interests, the Company will deconsolidate the ownership of the Brand Interests and the Company's ownership
in the Brand Interest will be reported as a non-controlling equity method investment that is estimated to have nominal value as a result
of the liquidation preferences and notes that were issued as part of the Secured Financing …."

 Seventh Bullet : In future filings, we will
revise the disclosure above that the transaction was accounted for as a sale during the fourth quarter of 2024 per the Staff's comment.

 3. Please address the following related to the disposal of the Great American Group:

 ● Tell us how you measured the fair value of
the retained Class B Preferred Units and Common Units.

 ● Tell us how you determined the gain on sale
of $235 million which will be recognized in the fourth quarter.

 ● Revise to disclose the information required
by ASC 810-10-50-1B.d and .e related to the retained Class B Preferred Units and Common Units.

 Response to Comment 3:

 The Company respectfully acknowledges the Staff's
comment, and informs the Staff that the fair value of the retained interest in the Class B Preferred Units of Great American Group was
valued using discounted cash flows expected from the Class B Preferred Units using an estimated discount rate that a market participant
would expect from a similar security with an estimated investment exit date of five years from the transaction date. The fair value of
the retained interest in the Common Units of Great American Group was valued using a market multiple approach utilizing and further supported
by the transaction price that was paid by the acquiring party pursuant to the equity purchase agreement dated November 15, 2024 for the
Class A Preferred Units and 53% of the Common Units by third party. The gain on the sale of the interests in Great American Group was
determined in accordance with ASC 840-10-40-5 and included the aggregate of (a) B. Riley's share of the cash consideration received
for the sale of B. Riley's interest in the Class A Preferred Units and Common Units in accordance with the equity purchase agreement,
(b) the fair value of B. Riley's retained interests, consisting of the Class B Preferred Units and Common Units of Great American
Group, and (c) the carrying amount of the noncontrolling interest on the date Great American Group was deconsolidated, less the carrying
value of the net assets of Great American Group. In future filings, the Company will include the disclosure required by ASC