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CORRESP
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CORRESP

 January 23, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Division of Corporation Finance

Office of Finance

 Washington, D.C. 20549

Attention: Madeline Joy Mateo and John Dana Brown

Re:

The Beneficient Company Group, L.P.
Registration Statement on Form S-4
Filed December 9, 2022
File
No. 333-268741

 Ladies and Gentlemen:

On behalf of The Beneficient Company Group, L.P. (the “Company”), set forth below is the response of the Company to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated January 6, 2023, regarding the
Company’s Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on December 9, 2022. In connection with this letter, an amendment to the
Registration Statement (“Amendment No. 1”) has been submitted to the Commission on the date hereof.

 For your convenience,
the Staff’s comments are set forth in bold, followed by responses on behalf of the Company. Unless otherwise indicated, all page references in the responses set forth below are to the pages of the clean copy of Amendment No. 1.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Amendment No. 1.

 Registration Statement
on Form S-4

 General

1.
 With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you
may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response: The Company acknowledges the Staff’s comment and has been advised by Avalon Acquisition Inc. (“Avalon”) that
its sponsor, Avalon Acquisition Holdings LLC (the “Sponsor”), is a limited liability company organized under the laws of the State of Delaware. The managing members of the Sponsor are Donald H. Putnam and S. Craig Cognetti, each a U.S.
citizen and having shared voting and investment discretion with respect to the shares of Avalon held of record by the Sponsor. We have been further advised by Avalon that all of the members of the Sponsor, and the members of Avalon’s management
and board of directors, are U.S. citizens. None of the foregoing persons is controlled by a non-U.S. person and to the knowledge of Avalon, neither the Sponsor nor any of the members of Avalon’s
management or board of directors has any relationships or ties that would require the transaction to be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”), or would
otherwise be likely to prevent the Company from consummating its business combination with Avalon.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

January 23, 2023

 Page 2

 The Company also respectfully advises the Staff that, to the
Company’s knowledge, no person or entity involved in or otherwise associated with the Business Combination, is, is controlled by, or has substantial ties with a non-U.S. person. Furthermore, to the
Company’s knowledge, those certain entities and individuals that, as a result of the Initial Recapitalization, will receive Beneficient common stock in exchange for their interests in BCH, as described in Amendment No. 1., are not
controlled by and do not have any substantial ties to a non-U.S. person.

 As such, the Company
respectfully advises the Staff that it is unlikely that the Business Combination will be subject to (or ultimately prohibited by) review by a U.S. government entity, such as CFIUS, on the basis of the involvement of
non-U.S. persons. Based on the foregoing, the Company respectfully submits that it does not believe that additional disclosure in Amendment No. 1 is required.

2.
 Please define terms in the context where first used. For example, the term “ExAlt Loan” is first
used on page 12, but is first defined on page 254 of the registration statement. As a separate matter, please quantitatively define “mid-to-high net worth” on
page 225.

 Response: In response to the Staff’s comment, the Company has revised page x to define
“ExAlt Loan” under the heading titled “Certain Defined Terms,” has defined numerous other terms within the prospectus on their first use and has quantitatively defined “mid-to-high net worth” on page xi.

3.
 Please quantify the aggregate dollar amount of the current value of fees due to the Avalon Sponsor and out-of-pocket expenses for which the Avalon Sponsor and its affiliates are awaiting reimbursement.

Response: In response to the Staff’s comment, page 372 has been revised to quantify the aggregate dollar amount of the current
value of fees due to the Avalon Sponsor and out-of-pocket expenses for which the Avalon Sponsor and its affiliates are awaiting reimbursement.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

January 23, 2023

 Page 3

 Cover Page

4.
 Please refer to the statement, in the Letter from Ben’s Founder and CEO, about “utilizing
standardized liquidity transaction documentation and agreements that have been reviewed by [y]our banking regulator.” Please name your banking regulator and describe its jurisdiction. Disclose the date when such regulator completed a review of
the documentation and agreements. Describe the extent of the review and explicitly state whether such agency has approved or endorsed such documentation or agreements. Also explain the extent to which these documents and agreements may change from
transaction to transaction.

 Response: The Company respectfully advises the Staff that it has revised the
disclosure on the second page of the Letter from Ben’s Founder and CEO in response to the Staff’s comment and to state that completed liquidity transactions and documentation related to such completed transactions are subject to periodic
review by the Kansas Office of the State Bank Commissioner (the “KOSBC”) in connection with its examinations of the Company’s TEFFI subsidiary, Beneficient Fiduciary Financial, L.L.C. (“BFF”). The Company respectfully
advises the Staff that documentation related to completed liquidity transactions was provided to the KOSBC in connection with its examination of BFF in the 2022 examination cycle and that the KOSBC has not approved or endorsed such documentation or
agreements. The Company has advised us that it intends to infrequently update the form of its liquidity documentation and in-between updates to the form to only make necessary and appropriate changes.

5.
 Please refer to the statement, in the Letter from Ben’s Founder and CEO, regarding your
“operational Kansas charter.” Clarify the nature and extent of your authority pursuant to this charter and explain exactly what you mean by “operational Kansas charter.” Explain here in simple terms what you are currently
permitted to do pursuant to this charter. Additionally, explain what you mean by “extensive regulatory audit review.”

Response: The Company respectfully advises the Staff that it has revised the disclosure on the first and second pages of the Letter from
Ben’s Founder and CEO as well as similar disclosure on pages 50 and 245 in response to the Staff’s comment. The Kansas charter is described as “operational” or “operating” in order to distinguish the conditional charter
received by BFF on July 1, 2021 and the formal operating charter BFF received on December 31, 2021.

 Questions and Answers, page xiii

6.
 Please add a separate Q&A briefly summarizing the pending litigation that could negatively impact public
investors. Quantify here the aggregate potential negative impact of all litigation including, but not limited to, a potential requirement to make quarterly payments to the Trusts in an aggregate amount of up to $350 million.

 Response: The Company has included separate question and answers on pages xxiv and xxv in response to the
Staff’s comment.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

January 23, 2023

 Page 4

 Summary of the Proxy Statement/Prospectus, page 1

7.
 We note the Post-Business Combination Structure chart on page 12. Please revise to provide a chart with a
more legible font. In the chart 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. Please also include an organization chart depicting the organizational structure of Beneficient prior to the consummation of the transaction. Charts should also illustrate the states or countries of incorporation of various legal entities
and various affiliations that exist.

 Response: The Company has included an organizational chart showing the
structure of the Company prior to the Business Combination on page 12 and has revised the existing post-Business Combination organizational chart on page 13 as requested. The Company respectfully advises the Staff that it has included
cross-references by footnote to disclosures that describe ownership in more detail.

 Risk Factors, page 41

8.
 Please add a separately captioned risk factor addressing BCG’s history of net losses.

 Response: The Company has included a new risk factor on page 53 in response to the Staff’s comment.

We are aware of two lawsuits in which BCG or certain of our directors have been named defendants., page 53

9.
 Revise to explain what the “CVR contract” is, and summarize the material terms as asserted by PCA.

 Response: The Company has updated the disclosure on page 57 in response to the Staff’s comment.

Pursuant to a registration rights agreement, if we do not become a public company and register certain securities, we may incur expenses., page 62

10.
 Please quantify the amount of funds you would have to expend to repurchase Preferred B-2 Units from all holders of BCG Preferred B-2 Unit Accounts, in the event that a registration statement registering Registrable Securities for resale has not been declared
effective by the SEC by June 30, 2023 and the holders of the BCG Preferred B-2 Unit Accounts exercise their right to have BCG repurchase those securities. State whether you have such funds available and
how such a repurchase would impact your financial condition.

 Response: The Company has revised the disclosure
on page 406 in response to the Staff’s comment.

 Business of Avalon, page 205

11.
 We note your disclosure that the Avalon Sponsor, directors and each member of Avalon’s management team
agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

January 23, 2023

 Page 5

 Response: The Company respectfully advises that Staff that, in
response to the Staff’s comment, the Company has revised the disclosure on page 209 to note that as described in the Letter Agreements dated October 5, 2021, copies of which were filed as Exhibits 10.12, 10.13, 10.14, 10.15, 10.16, 10.17,
10.18 and 10.19 to Avalon’s Current Report on Form 8-K filed with the Commission on October 12, 2021, the Sponsor and Avalon’s directors and officers agreed to waive their redemption rights with
respect to any shares of Avalon Class A common stock owned or to be owned by the Sponsor or Avalon’s directors or officers, directly or indirectly, whether such shares be part of Avalon’s shares of Avalon Class B common stock or
the shares of Avalon Class A common stock included in the units issued in Avalon’s initial public offering “to induce [Avalon] and Maxim Group LLC to enter into the Underwriting Agreement and to proceed with the initial public
offering, and in recognition of the benefit that such initial public offering will confer upon the Sponsor, Directors and Officers as stockholders of [Avalon].” Avalon has represented to the Company that no additional consideration was provided
in exchange for the Letter Agreements.

 Business of Beneficient, page 225

12.
 We note your disclosure on page 231 that the revenue generated by Ben Liquidity and Ben Custody are
eliminated in consolidation and that the platform fees generated by AltAccess are expected to be eliminated in consolidation. At the forefront of the section “Business of Beneficient,” please highlight this disclosure and explain the
primary source of your recognized revenue. Also revise the “Ben Operational Overview” graphic on page 230 to clarify that such interest and fee revenue is eliminated upon consolidation.

Response: The disclosure on page 230 and the “Ben Operational Overview” graphic on page 234 have been updated in response to
the Staff’s comment.

 Our Business Model, page 231

13.
 We note your disclosure describing the revenue from interest and fees, which are eliminated in
consolidation. Please expand this disclosure to provide a similar discussion of any expenses that are eliminated in consolidation and to better describe the net impact of these items.

Response: The disclosure on pages 234 and 235 has been revised in response to the Staff’s comment.

Cash Flow, page 306

14.
 Please revise your disclosure to explain, in more detail, the distributions received as return of
investments in alternative assets.

 Response: The Company respectfully advises the Staff that the disclosure
on pages 312 and 313 have been updated in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

January 23, 2023

 Page 6

 Critical Accounting Estimates

Goodwill and Intangible Identifiable Assets, page 316

15.
 Please refer to your discussion of goodwill impairment on page 316 and revise to provide information for
investors to assess the probability of future goodwill impairment charges. For example, as of each period end, please disclose whether your reporting unit was at risk of failing the quantitative impairment test or if the fair value of your reporting
unit substantially exceeded the carrying value and was not at risk of failing. If a reporting unit was at risk of failing at any period end, please disclose the percentage by which fair value exceeded the carrying value and the amount of goodwill
allocated to the reporting unit. Please refer to Item 303(b)(3) of Regulation S-K.

Response: The disclosure on page 323 has been updated in response to the Staff’s comment.

Beneficial Ownership of Securities, page 358

16.
 Please populate the table to provide the disclosure required in this section.

Response: The Company respectfully advises the Staff that it has populated the information on pages 366 and 367 as requested.

Annex A, page A-1

17.
 We note from the exhibit index that certain information has been excluded from this exhibit because it both
is not material an