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United States securities and exchange commission logo
January 6, 2023
Brad K. Heppner
Chief Executive Officer
The Beneficient Company Group, L.P.
325 N. Saint Paul Street, Suite 4850
Dallas, TX 75201
Re:The Beneficient Company Group, L.P.
Registration Statement on Form S-4
Filed December 9, 2022
File No. 333-268741
Dear Brad K. Heppner:
            We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to

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January 6, 2023
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prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
2.Please define terms in the context where first used. For example, the term “ExAlt Loan” is
first used on page 12, but is first defined on page 254 of the registration statement.  As a
separate matter, please quantitatively define "mid-to-high net worth" on page 225.
3.Please quantify the aggregate dollar amount of the current value of fees due to the Avalon
Sponsor and out-of-pocket expenses for which the Avalon Sponsor and its affiliates are
awaiting reimbursement.
Cover Page
4.Please refer to the statement, in the Letter from Ben’s Founder and CEO, about "utilizing
standardized liquidity transaction documentation and agreements that have been reviewed
by [y]our banking regulator."  Please name your banking regulator and describe its
jurisdiction.  Disclose the date when such regulator completed a review of the
documentation and agreements.  Describe the extent of the review and explicitly state
whether such agency has approved or endorsed such documentation or agreements.  Also
explain the extent to which these documents and agreements may change from transaction
to transaction.
5.Please refer to the statement, in the Letter from Ben’s Founder and CEO, regarding your
"operational Kansas charter."  Clarify the nature and extent of your authority pursuant to
this charter and explain exactly what you mean by "operational Kansas charter."  Explain
here in simple terms what you are currently permitted to do pursuant to this charter.
Additionally, explain what you mean by "extensive regulatory audit review."
Questions and Answers, page xiii
6.Please add a separate Q&A briefly summarizing the pending litigation that
could negatively impact public investors.  Quantify here the aggregate potential negative
impact of all litigation including, but not limited to, a potential requirement to make
quarterly payments to the Trusts in an aggregate amount of up to $350 million.
Summary of the Proxy Statement/Prospectus, page 1
7.We note the Post-Business Combination Structure chart on page 12.  Please revise to
provide a chart with a more legible font.  In the chart show the ownership interest
percentage for each entity or group and the type of security conferring such
ownership.  Separately show voting and economic interests if these percentages are
different for a given group or entity.  Please also include an organization chart depicting
the organizational structure of Beneficient prior to the consummation of the transaction.
Charts should also illustrate the states or countries of incorporation of various legal

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entities and various affiliations that exist.
Risk Factors, page 41
8.Please add a separately captioned risk factor addressing BCG's history of net losses.
We are aware of two lawsuits in which BCG or certain of our directors have been named
defendants., page 53
9.Revise to explain what the "CVR contract" is, and summarize the material terms as
asserted by PCA.
Pursuant to a registration rights agreement, if we do not become a public company and register
certain securities, we may incur expenses., page 62
10.Please quantify the amount of funds you would have to expend to repurchase Preferred B-
2 Units from all holders of BCG Preferred B-2 Unit Accounts, in the event that a
registration statement registering Registrable Securities for resale has not been declared
effective by the SEC by June 30, 2023 and the holders of the BCG Preferred B-2 Unit
Accounts exercise their right to have BCG repurchase those securities.  State whether you
have such funds available and how such a repurchase would impact your financial
condition.
Business of Avalon, page 205
11.We note your disclosure that the Avalon Sponsor, directors and each member of Avalon's
management team agreed to waive their redemption rights. Please describe any
consideration provided in exchange for this agreement.
Business of Beneficient, page 225
12.We note your disclosure on page 231 that the revenue generated by Ben Liquidity and Ben
Custody are eliminated in consolidation and that the platform fees generated by AltAccess
are expected to be eliminated in consolidation. At the forefront of the section "Business of
Beneficient," please highlight this disclosure and explain the primary source of your
recognized revenue.  Also revise the "Ben Operational Overview" graphic on page 230 to
clarify that such interest and fee revenue is eliminated upon consolidation.

Our Business Model, page 231
13.We note your disclosure describing the revenue from interest and fees, which are
eliminated in consolidation.  Please expand this disclosure to provide a similar discussion
of any expenses that are eliminated in consolidation and to better describe the net impact
of these items.

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January 6, 2023
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Cash Flow, page 306
14.Please revise your disclosure to explain, in more detail, the distributions received as return
of investments in alternative assets.
Critical Accounting Estimates
Goodwill and Intangible Identifiable Assets, page 316
15.Please refer to your discussion of goodwill impairment on page 316 and revise to provide
information for investors to assess the probability of future goodwill impairment charges.
For example, as of each period end, please disclose whether your reporting unit was at risk
of failing the quantitative impairment test or if the fair value of your reporting unit
substantially exceeded the carrying value and was not at risk of failing. If a reporting unit
was at risk of failing at any period end, please disclose the percentage by which fair value
exceeded the carrying value and the amount of goodwill allocated to the reporting unit.
Please refer to Item 303(b)(3) of Regulation S-K.
Beneficial Ownership of Securities, page 358
16.Please populate the table to provide the disclosure required in this section.
Annex A, page A-1
17.We note from the exhibit index that certain information has been excluded from this
exhibit because it both is not material and would likely cause competitive harm to the
registrant if publicly disclosed.  Please include a prominent statement on the first page of
the redacted exhibit that certain identified information has been excluded from the exhibit
because it is both not material and is the type that the registrant treats as private or
confidential. Please also include brackets indicating where the information is omitted from
the filed version of the exhibit.
Index to Financial Statements, page F-1
18.We note reference to the Report of Independent Registered Public Accounting Firm on
Avalon Acquistion, Inc.’s annual financial statements for the years ended December 31,
2021 and 2020 as well as exhibit 23.1, which references inclusion of
WithumSmith+Brown, PC’s report dated March 29, 2022.  However, we are unable to
locate the report in the filing.  Please amend the filing to include the audit report of
WithumSmith+Brown, PC.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 January 6, 2023 Page 5
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
January 6, 2023
Page 5
statement.
            You may contact Ben Phippen at 202-551-3697 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Joy Mateo at 202-551-3465 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance