SecProbe.io

November 4, 2024
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re:Beneficient
Amendment No. 2 to Form S-3 on Form S-1
Filed October 24, 2024
File No. 333-281694
Dear Brad K. Heppner:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the 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 October 8, 2024 letter.
Amendment No. 2 to Form S-3 on Form S-1
Selling Stockholders, page 280
We note your response to prior comment 2. Please revise your disclosure in the selling
stockholders table to increase Yorkville’s ownership to 9.99% and include the number
of shares corresponding to that percentage in the table. In addition, list Yorkville as a
beneficial owner in the beneficial ownership table on page 238 with the same 9.99%
ownership. In the alternative, if you continue to believe that the 4.99% is a meaningful
limitation of Yorkville's ability to purchase and hold your securities, please provide us
with detailed analysis addressing each of the following:
•please explain the reason for the 4.99% limitation and point us to the respective
section of an agreement between you and Yorkville that establishes
this ownership limitation;1.

November 4, 2024
Page 2
•tell us if you plan to issue shares to Yorkville under both SEPA and pursuant to
the debentures conversion during the same period of time;
•explain why the limitation for the conversion of debentures is also binding on you
(for example, in a situation where you issue securities pursuant to SEPA as
opposed to the agreement under which you can issue convertible debentures); and
•tell us if there is any ranking or priority between the 4.99% limitation and the
9.99% limitation in the SEPA and the respective agreements where these
limitations are included.
In addition, as it relates to the 4.99% limitation, we note from your response that you
have “excluded from the number of shares beneficially owned prior to the offering all
of the shares that Yorkville may be required to purchase under the SEPA, because the
issuance of such shares is at [your] discretion and is subject to conditions contained in
the SEPA.” In this regard, we also note that it appears that you have sold at least
503,827 shares pursuant to the SEPA under a previously effective registration
statement and you can issue additional shares to Yorkville as soon as this registration
statement becomes effective. Please note that we may have further comments after we
review your response.
            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.