SecProbe.io

October 8, 2024
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re:Beneficient
Amendment No. 1 to the Registration Statement on Form S-3
Filed September 24, 2024
File No. 333-281694
Dear Brad K. Heppner:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our September 12, 2024
letter.
Amendment No. 1 to the Registration Statement on Form S-3
General
1.It appears that you are relying on General Instruction I.B.6 for Form S-3 eligibility as
to the Standby Equity Purchase Agreement with Yorkville. Please include
the information required pursuant to Instruction 7 to General Instruction I.B.6.
Alternatively, please amend your registration statement on an appropriate form. In
addition, please tell us how Yorkville plans to comply with this limitation.

October 8, 2024
Page 2
Selling Stockholders, page 80
2.We note your response to prior comment 3 and your revised disclosure. It appears
that you are only listing Yorkville's share ownership based on the 9.99% beneficial
ownership limitation contained in the Standby Equity Purchase Agreement. Please tell
us the basis for doing so or revise to include all shares of which Yorkville is a
beneficial owner.
            Please contact Robert Arzonetti at 202-551-8819 or Tonya Aldave at 202-551-3601
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Matthew L. Fry, Esq.