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United States securities and exchange commission logo
February 15, 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 24, 2023
File No. 333-268741
Dear Brad K. Heppner:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our January 6, 2023 letter.
Amended Registration Statement on Form S-4
General
1.Please provide a detailed legal analysis explaining why you believe you are not an
“investment company” as defined in the Investment Company Act of 1940 (the “1940
Act”). Please tell us which exclusions from the 1940 Act you and your subsidiaries are
relying on (if any) and provide us with a detailed legal analysis (including relevant
unconsolidated financial information) supporting your determination that an exclusion is
available to you. Your analysis should include all facts upon which your determination is
based. Please note that we may have further comments after reviewing your response.

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 February 15, 2023 Page 2
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
February 15, 2023
Page 2
2.Please explain how you may continue to comply with Section 3(c)(1) of the 1940 Act
when you are presently proposing to make a public offering of your securities.  Please
note that we may have further comments after reviewing your response.
3.Please explain to us your basis for referring to BFF as a "trust company" in certain parts of
the prospectus instead of a TEFFI.  In doing so please address K.S.A. 9-2011 and K.S.A.
9-2308.
Questions and Answers
What is the possible impact of the pending GWG Bankruptcy on Public Investors?, page xxv
4.We note your disclosure that the Official Committee of Bondholders in the Chapter 11
Cases has filed a motion seeking standing to prosecute causes of actions challenging
several transactions by and between the Debtors and Beneficient and seeking recovery
from Beneficient and other named individuals, including Mr. Heppner. Please enhance
your disclosure to explain in detail the causes of actions alleged by the Official Committee
of Bondholders and the dollar amount of remedies sought or damages asserted, if known.
Organizational Structure, page 12
5.We note your response to comment 7 and reissue the comment in part.  Please revise the
charts in this section, regardless of any narrative disclosure found elsewhere in the
prospectus, to clearly 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.  Charts should also
illustrate the states or countries of incorporation of various legal entities and various
affiliations that exist.
Risk Factors, page 43
6.We note media reporting that if the GWG bankruptcy court were to unseal allegations in
GWG's chapter 11 case that Mr. Heppner funneled funds from GWG to Beneficient
through alleged conflicted, related-party deals, Beneficient and its investors could suffer
financial damage.  Please add a separately-captioned risk factor addressing this matter or
tell us why this does not present a material risk to you or investors.
7.Please add a separately-captioned risk factor addressing the conflicts of interest related to
Ben Securities, as alluded to on page 382.
8.We note that the Business Combination Agreement may be terminated by Avalon, in the
event that the Business Combination is unable to close (or there is no reasonably
likelihood of such closing) due to an investigation by the SEC related to GWG.  We also
note the SEC investigation discussed in various GWG Holdings, Inc filings,
including the Form 10-Q filed on November 19, 2021.  Please add a separately-captioned
risk factor discussing this and disclosing material public information regarding the SEC
investigation related to GWG.

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 February 15, 2023 Page 3
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
February 15, 2023
Page 3
BCG is currently involved in legal proceedings and may be a party to additional claims and
litigation in the future, page 55
9.We note your revised disclosure explaining the CVR Contract and its material terms.
Please clarify whether your description of the terms here are as asserted by PCA or the
Company, or whether the terms of the CVR Contract are in dispute.
As a result of our receipt of an operating TEFFI charter in Kansas the OSBC will periodically
conduct examinations, page 83
10.In light of K.S.A. 9-2307, please explain to us the basis for your statement that OSBC will
be examining your "asset quality" and "earnings prospects," as these do not appear to be
criteria listed in the statute, or revise.  As a separate matter, revise to state the
circumstances under which OSBC will consider profitability in evaluating a fiduciary
financial institution, based on K.S.A. 9-2307(c).
Business of Beneficient, page 228
11.We note your response to comment 12.  In that regard, please:
•Revise the graphic on page 234 to make it clear from the graphic itself that the
"Interest and Fee Revenue" shown in the graphic is eliminated upon consolidation.
•Throughout this section, revise each reference to any fees, interest or revenues that
are eliminated upon consolidation, to clearly state that such fees, interest or
revenues are eliminated upon consolidation.  By way of example only, revise
disclosure in the carryover paragraph from page 230 to 231.
•Revise your Business of Beneficient discussion beginning on page 228 to
prominently and clearly explain, if true, that the primary sources of revenues are
from the change in NAV of the alternative assets held by the Customer ExAlt Trusts
and from the gain on financial instruments held, including securities in GWG
Holdings.
Business Lines, page 229
12.Please explain to us the basis for stating in the graphic on page 231 that OSBC regulates
"Beneficient AltAccess, L.L.C.," "Beneficient Administration & Clearing Company,
L.L.C.," and "Ben Data L.L.C.”  If it does not regulate these entities please revise.
Additionally, please revise your plural reference to OSBC regulated "subsidiaries" on
page 49 if you have only one subsidiary regulated by OSBC.  We note that your section
"Government Supervision and Regulatory Authority" beginning on page 249 suggests that
OSBC regulates only your subsidiary BFF.
Cash Flow, page 312
13.We note your response to comment 14 and revised disclosures on pages 312 and 313.
Please revise your filing to further enhance your disclosure, either in the notes to the
financial statements or elsewhere in the document, to explain the difference between the

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 February 15, 2023 Page 4
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
February 15, 2023
Page 4
return on investments in alternative assets held by Customer ExAlt Trusts and the return
of investments in alternative assets held by Customer ExAlt Trusts.
Certain Beneficient Relationships and Related Party Transactions, page 374
14.Please provide quantitative disclose regarding payments made or received pursuant to the
Contribution Agreement discussed on pages 383 and 384.
            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
cc:       Matthew L. Fry