SEC Comment Letter 0000000000-23-012198 to Beneficient (BENF)
Beneficient
Date: Nov. 7, 2023 · CIK: 0001775734 · Accession: 0000000000-23-012198
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275174
Letter
United States securities and exchange commission logo November 7, 2023 Brad K. Heppner Chief Executive Officer Beneficient 325 North St. Paul Street, Suite 4850 Dallas, TX 75201 Re:Beneficient Registration Statement on Form S-1 Filed October 26, 2023 File No. 333-275174 Dear Brad K. Heppner: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form S-1 filed October 26, 2023 General 1.Please disclose where appropriate any ownership of GRID Holding Co or GRID at Mesa by any of your significant shareholders, board members or affiliates, including Mr. Heppner or Mr. Hicks. Prospectus Summary Credit Agreement, page 7 2.Please tell us, and revise your disclosure as appropriate, whether the 97.5% of the equity interests held by The EP-00117 Custody Trust represents a significant percentage of the entire Customer ExAlt Trust.
FirstName LastNameBrad K. Heppner Comapany NameBeneficient November 7, 2023 Page 2 FirstName LastName Brad K. Heppner Beneficient November 7, 2023 Page 2 Preliminary Financial Information for the Three and Six Months, page 9 3.Please revise your disclosure about expected goodwill impairment to distinguish between the disclosed impact of the write down in the net asset value of the interests in the GWG Wind Down Trust held by you and any other impairments (e.g., your disclosure in Note 16 to the interim financial statements for the three months ended June 30, 2023 that the Ex-ALTS trust is exposed to interest rate risk). Risk Factors We may not be able to maintain our listing on Nasdaq, page 72 4.We note that your common stock has been trading at less that $1.00 since October 17, 2023. Please revise your risk factor to explain how this and your actual number of non- affiliated shareholders affects potential delisting from Nasdaq. Management's Discussion and Analysis Liquidity and Capital Resources, page 151 5.On page 152 you state that "[you] expect to satisfy [y]our obligations and fund [y]our operations for the next twelve months through anticipated operating cash flows, proceeds on ExAlt Loan payments..." Please revise your disclosure to clarify whether the Credit and Guarantee Agreement with HH-BDH impacts your ability to meet your expected funding needs. 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 statement. Please contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Matthew L. Fry, Esq.
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United States securities and exchange commission logo
November 7, 2023
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re:Beneficient
Registration Statement on Form S-1
Filed October 26, 2023
File No. 333-275174
Dear Brad K. Heppner:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 26, 2023
General
1.Please disclose where appropriate any ownership of GRID Holding Co or GRID at Mesa
by any of your significant shareholders, board members or affiliates, including Mr.
Heppner or Mr. Hicks.
Prospectus Summary
Credit Agreement, page 7
2.Please tell us, and revise your disclosure as appropriate, whether the 97.5% of the equity
interests held by The EP-00117 Custody Trust represents a significant percentage of the
entire Customer ExAlt Trust.
FirstName LastNameBrad K. Heppner
Comapany NameBeneficient
November 7, 2023 Page 2
FirstName LastName
Brad K. Heppner
Beneficient
November 7, 2023
Page 2
Preliminary Financial Information for the Three and Six Months, page 9
3.Please revise your disclosure about expected goodwill impairment to distinguish between
the disclosed impact of the write down in the net asset value of the interests in the GWG
Wind Down Trust held by you and any other impairments (e.g., your disclosure in Note
16 to the interim financial statements for the three months ended June 30, 2023 that the
Ex-ALTS trust is exposed to interest rate risk).
Risk Factors
We may not be able to maintain our listing on Nasdaq, page 72
4.We note that your common stock has been trading at less that $1.00 since October 17,
2023. Please revise your risk factor to explain how this and your actual number of non-
affiliated shareholders affects potential delisting from Nasdaq.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 151
5.On page 152 you state that "[you] expect to satisfy [y]our obligations and fund [y]our
operations for the next twelve months through anticipated operating cash flows, proceeds
on ExAlt Loan payments..." Please revise your disclosure to clarify whether the Credit and
Guarantee Agreement with HH-BDH impacts your ability to meet your expected funding
needs.
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
statement.
Please contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Matthew L. Fry, Esq.