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March 24, 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. 2 to Registration Statement on Form S-4
Filed March 6, 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 February 15, 2023 letter.
Amendment No. 2 to Form S-4 filed March 6, 2023
General
1.We note media coverage that Mr. Heppner stated one strategic investor has put on hold its
investment in the special purpose acquisition with Avalon. Please provide updated
disclosure if this presents a material risk to you, the transactions contemplated by this
registration statement, or the investors.
2.We note your responses to comments 3 and 10, do not view these matters as resolved, and
will continue to consider your disclosure in these regards.  Please be advised that these
issues must be resolved prior to effectiveness.

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 March 24, 2023 Page 2
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
March 24, 2023
Page 2
3.We note your response to prior comment 1.  Please supplementally include in your legal
analysis supporting your conclusion that the Company is not, and will not be, an
“investment company” under Section 3(a)(1)(C) of the Investment Company Act of 1940
all relevant calculations under that section of the Act.  In doing so, please include an
itemized analysis providing all relevant calculations on an unconsolidated basis with
respect to the Company (and its subsidiaries), identifying each constituent part of the
numerators and denominators.  When performing this calculation, only include those
assets that are recognized by U.S. generally accepted accounting principles.
Organizational Structure, page 13
4.We note your response to comment 5 and reissue the comment in part. We note that the
charts in this section show the economic percentage interest for certain entity
relationships but not the voting percentage interest.  Please revise to show the percentage
voting interest and percentage economic interest for each entity relationship.  If there is a
reason why you cannot include this information, please provide us an explanation in your
next response letter and also include explanatory disclosure in this section.
Risk Factors, page 45
5.We note media coverage that pieces of legislation in Kansas have been discussed
or introduced that could harm Beneficient. Please provide a separately captioned risk
factor, or multiple risk factors if necessary, discussing these matters and the risks they
pose to you and investors.
6.We note your response to comment 6.  Please confirm to us that the GWG bankruptcy
court has unsealed all allegations in GWG's chapter 11 case.  If it has not unsealed all
allegations in GWG's chapter 11 case, please include a risk factor addressing risks to you
and investors if the GWG bankruptcy court were to unseal all such allegations.  We note
media reporting that if the court were to unseal such allegations, Beneficient and its
investors could suffer financial damage.
7.We note your response to comment 8. Please expand your discussion of the risk factor on
page 58 discussing the SEC investigation related to GWG to include all material public
information. For example, we note news reports that the SEC has issued subpoenas
subsequent to the initial subpoena received by GWG on October 2020.
8.We note your response to comment 7 and reissue in part. Please expand upon the risk
factor on page 73 addressing the conflicts of interest related to Ben Securities to include
all risks alluded to on page 382. For example, you discuss on page 382 that Ben Securities
will not have any responsibility with respect to (A) any representations, warranties or
agreements made by any person or entity under or in connection with the Merger or any of
the documents furnished pursuant thereto or in connection therewith, or the execution,
legality, validity or enforceability (with respect to any person) of any thereof, or (B) the
business, affairs, financial condition, operations, properties or prospects of, or any other

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 March 24, 2023 Page 3
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
March 24, 2023
Page 3
matter concerning the Company, but you do not disclose this in your risk factor disclosure
on page 73.  Alternatively, please tell us why these do not represent material risks to you
or investors.
BCG is currently involved in legal proceedings and may be a party to additional claims and
litigation in the future, page 58
9.We note your response to comment 9 and re-issue in part. Please summarize the CVR
Contract's material terms as asserted by PCA, to the extent that those differ from
assertions by the company.
            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 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