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CORRESP
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CORRESP

 March 6, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Division of Corporation
Finance

 Officer of Finance

 Washington, D.C. 20549

Attention: Madeline Joy Mateo and John Dana Brown

Re:
 The Beneficient Company Group, L.P.

Amendment No. 1 to Registration Statement on Form S-4

Filed January 24, 2023

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 February 15, 2023, regarding the Company’s Amendment No. 1 to Registration Statement on Form S-4 (the
“Registration Statement”) filed with the Commission on January 24, 2023. In connection with this letter, a second amendment to the Registration Statement (“Amendment No. 2”) 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. 2. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such
terms in Amendment No. 2.

 Amended Registration Statement on Form S-4

General

1.
 Please provide a detailed legal analysis explaining why you believe you are not an “investment
company” as defined in the Investment Company Act of 1940 (the “1940 Act”). Please tell us which exclusions from the 1940 Act you and your subsidiaries are relying on (if any) and provide us with a detailed legal analysis (including
relevant unconsolidated financial information) supporting your determination that an exclusion is available to you. Your analysis should include all facts upon which your determination is based. Please note that we may have further comments after
reviewing your response.

 Response: For the reasons discussed below, the Company is not, and on a pro forma
basis after giving effect to the transactions contemplated in Amendment No. 2 will not be, an investment company, as defined in Section 3(a)(1)(A), (B) or (C) of the 1940 Act. The Company is a financial services holding company that,
through its subsidiaries, operates as a regulated provider of liquidity solutions and related trust, custody and administrative services to participants in the alternative asset industry.

Haynes and Boone, LLP

 2323 Victory Avenue | Suite 700 | Dallas, TX 75219

T: 214.651.5000 | haynesboone.com

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

March 6, 2023

  Page
 2

 Section 3(a)(1)(A)

The Company is not, and on a pro forma basis after giving effect to the transactions contemplated in Amendment No. 2 will not be, an
investment company, as defined in Section 3(a)(1)(A) of the 1940 Act, because it does not and will not engage primarily or hold itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Through
its indirect wholly-owned or majority-owned subsidiaries (as defined in Section 2(a)(43) and Section 2(a)(24) of the 1940 Act), the Company is primarily engaged and will be primarily engaged, and is and will hold itself out as being
primarily engaged, in the non-investment company businesses of its operating subsidiaries, including: (1) BFF, a Kansas trust company; (2) Beneficient Administration and Clearing Company, L.L.C.
(“BACC”), a sub-administrator; (3) Ben Securities, an SEC-registered broker-dealer and FINRA member; and (4) Beneficient Transfer and Clearing
Company, L.L.C. (“BTCC”), an SEC-registered transfer agent (each, as defined below and together, the “Operating Subsidiaries”).1 As
further detailed below, each of the Operating Subsidiaries is and will be primarily engaged, and is and will hold itself out as being primarily engaged, in a business other than as an investment company.

Likewise, each of the Company’s current intermediate holding company, BCH (the “Holding Partnership”), the additional
intermediate holding company to be formed in connection with the transactions contemplated in Amendment No. 2, Ben LLC (the “Intermediate Holding Company”), and the holding companies of the Operating Subsidiaries (the Holding
Partnership, the Intermediate Holding Company and the holding companies of the Operating Subsidiaries, together the “Holding Companies”), is primarily engaged and will be primarily engaged, and currently holds itself out and will hold
itself out as being primarily engaged, in the businesses of the Operating Subsidiaries.

 Since the issuance of BFF’s Kansas-regulated
trust company charter in 2021, the Company has been, and it has held itself out as being (including in its public representations and statements), primarily engaged in providing technology-enabled financial services through its non-investment company Operating Subsidiaries, in particular BFF’s fiduciary financial services through Ben Liquidity, L.L.C. (“Ben Liquidity”) and Ben Custody, L.L.C. (“Ben Custody”). The
activities of BFF are supported by the Company’s other non-investment company operating businesses, including Ben Markets, L.L.C. (“Ben Markets”) (which includes both BTCC, an SEC-registered transfer agent, and Ben Securities, an SEC-registered broker-dealer and FINRA member), Ben AltAccess and Ben
Data.2

 The majority, if not all, of the Company’s officers and employees devote
the bulk of their time and efforts to the trust company activities of BFF or to the Company’s other non-investment company operating subsidiaries in support of BFF’s activities.

1
 As discussed further below in the analysis concerning Ben Insurance, the Company anticipates that Ben Insurance
(via BIC) will commence operations following the issuance of an insurance charter.

2
 Each of Ben AltAccess, L.L.C. and Ben Data, L.L.C. is a wholly-owned subsidiary of the Holding Partnership.
BenAltAccess, L.L.C. provides technological services in connection with the Company’s primary business. Ben Data, L.L.C. provides data collection and analytics services in connection with the Company’s primary business. Neither entity
holds investment securities and neither is an investment company as defined in Section 3(a)(1)(A), (B) or (C) of the 1940 Act.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

March 6, 2023

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 As further discussed in detail below, as of December 31, 2022, both currently, and on a
pro forma basis after giving effect to the transactions contemplated in Amendment No. 2, less than 40% of the Holding Partnership and, with respect to the Company and the Intermediate Holding Company, 0% of the total assets of the entities are
investment securities. In addition, for the fiscal year ended December 31, 2022, greater than 60% of the Company’s total revenues were derived from interest and fee income attributable to the Company’s fiduciary financing activities
through BFF and related activities.

 Section 3(a)(1)(B)

None of the Company, the Holding Companies, the Operating Subsidiaries, or Ben Insurance is an investment company under Section 3(a)(1)(B)
because each of them is not engaged, has not been engaged, and does not propose to be engaged, in the business of issuing face-amount certificates of the installment type, and does not have any such certificate outstanding.

Section 3(a)(1)(C)

None of the Company or the Holding Companies is an investment company under Section 3(a)(1)(C) because none of them, both currently and on
a pro forma basis after giving effect to the transactions contemplated in Amendment No. 2, owns, will own or proposes to acquire investment securities with a value exceeding 40% of their respective total assets (exclusive of U.S. Government
securities and cash items) on an unconsolidated basis.3 To the contrary, each of the Company and the Holding Companies is organized as a holding company, and more than 60% of their respective
total assets (exclusive of U.S. Government securities and cash items) consist of general partner interests and interests in wholly-owned and majority-owned subsidiaries, as follows:4

•

 The Company is the sole general partner of the Holding Partnership and, after giving effect to the transactions
contemplated in Amendment No. 2, will be the sole member of the Intermediate Holding Company.

•

 After giving effect to the transactions contemplated in Amendment No. 2, the Intermediate Holding Company
will be the sole general partner of the Holding Partnership.

•

 The Holding Partnership directly or indirectly holds all of the interests in the holding companies of the
Operating Subsidiaries.

•

 The holdings companies of the Operating Subsidiaries are: (1) Ben Liquidity and its wholly-owned subsidiary
Beneficient Capital Company Holdings, L.P.; (2) Ben Custody and its wholly-owned subsidiary Beneficient Management Holdings, L.P.; and (3) Ben Markets and its wholly-owned subsidiary Ben Markets Management Holdings, L.P.

3
 The Beneficient Company Group (USA), L.L.C. (“BCG (USA)”) is the entity through which a majority of
the Company’s employees are employed. BCG (USA) also holds the majority of the Company’s patent-pending technologies, including AltQuote, AlphaAlt, OptimumAlt, AltC, AltScore, ValueAlt and AltRating.

4
 The Company is not a special situation investment company or, as discussed above, an investment company under
Section 3(a)(1)(A) or Section 3(a)(1)(B) of the 1940 Act.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

March 6, 2023

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•

 Greater than 60% of the total assets of the Holding Partnership (exclusive of U.S. Government securities and cash
items) on an unconsolidated basis consists and will consist of its interests in the holdings companies of the Operating Subsidiaries.

•

 Greater than 60% of the total assets of each holding company of each Operating Subsidiary (exclusive of U.S.
Government securities and cash items) on an unconsolidated basis consists and will consist of interests in the applicable Operating Subsidiary.5

•

 As further described below, each of the Operating Subsidiaries is or will be engaged in a non-investment company business that is and will be eligible for an exclusion from the definition of investment company under the 1940 Act or otherwise does not meet the definition of “investment company”
in Section 3(a) of the 1940 Act.

 Ben Liquidity

The Operating Subsidiary of Ben Liquidity is BFF, which operates as a Kansas-chartered Technology-Enabled Fiduciary Financial Institution. BFF
relies, and will continue to rely, on the exclusion from the definition of investment company in Section 3(c)(3) of the 1940 Act for banks, as that term is defined in Section 2(a)(5) of the 1940 Act. As a TEFFI, BFF is a trust company
under state law and subject to the supervision of and examination by the Kansas State Banking Commissioner. BFF acts as a trustee to trust accounts and thereby exercises fiduciary powers under state law, which are similar to those permitted to
national banks under the authority of the Office of the Comptroller of the Currency. Moreover, BFF holds the same general trust powers as a Kansas trust company. A substantial portion of BFF’s revenues are and will be derived from exercising
fiduciary powers.

 Ben Custody

The Operating Subsidiary of Ben Custody is BACC, which provides certain sub-administrative services to
BFF. BACC does not hold investment securities and is not an investment company as defined in Section 3(a)(1)(A), (B) or (C) of the 1940 Act.

Ben Markets

 The first
Operating Subsidiary of Ben Markets is Ben Securities, which is registered with the SEC as a broker-dealer and FINRA member. Ben Securities relies, and will continue to rely, on the exclusion from the definition of investment company in
Section 3(c)(2) of the 1940 Act for a broker, as that term is defined in Section 2(a)(6) of the 1940 Act. Ben Securities is engaged in the business of effecting transactions in securities for the account of others. More than 55% of the
assets and income respectively of Ben Securities are and are expected to be attributable to its broker business. In addition, at least 50% of the gross income of Ben Securities normally is derived and is expected to be derived from its broker
services.

5
 Ben Liquidity, Ben Custody, and Ben Markets ownership of the applicable Operating Subsidiary is through its
ownership of the applicable wholly-owned subsidiary described above.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

March 6, 2023

  Page
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 The second Operating Subsidiary of Ben Markets is BTCC, which is registered with the SEC as a
transfer agent. BTCC does not hold investment securities and is not an investment company as defined in Section 3(a)(1)(A), (B) or (C) of the 1940 Act.

Ben Insurance

 Pending
issuance of the insurance charter to Beneficient Insurance Company, L.L.C. (“BIC”), the Company has for purposes of this response treated the activities and assets related to Ben Insurance as investment company related and the assets of
Ben Insurance have been treated as investment securities for purposes of calculating the 60% threshold for the Holding Partnership.

 Upon
issuance of the state insurance charter to BIC and the commencement of BIC’s operations, the Company anticipates BIC will rely on the exclusion from the definition of investment company for insurance companies in Section 3(c)(3) of the
1940 Act and more than 60% of Ben Insurance’s total assets (exclusive of U.S. Government Securities and cash items) will consist of its interests in its wholly-owned subsidiary, BIC. Consistent with the definition of insurance company in
Section 2(a)(17) of the 1940 Act, BIC is expected operate as a captive insurance company under Kansas law and subject to the supervision of the Kansas State Insurance Commissioner. The primary and predominant activity of BIC is expected to be
the writing of insurance because more than 55% of the assets and income of BIC respectively are expected to be attributable to its insurance business.6

2.
 Please explain how you may continue to comply with Section 3(c)(1) of the 1940 Act when you are
presently proposing to make a public offering of your securities. Please note that we may have further comments after reviewing your response.

Response: The Company references its response to the Staff’s Comment No. 1 for a detailed analysis on why the Company believes
it is not an investment company under the 1940 Act. As noted in that response, since at least the issuance of the Kansas trust company charter to BFF, the Company has been, is and will be, through its indirect wholly-owned or majority-owned
subsidiaries primarily engaged, and has been, is and will hold itself out as being primarily engaged, in the non-investment company businesses of its Operating Subsidiaries (and, upon issuance of its state
insurance charter, Ben Insurance). The Company has revised the disclosure on pages 51 and 261 in response to the Staff’s comment.

3.
 Please explain to us your basis for referring to BFF as a “trust company” in certain parts of the
prospectus instead of a TEFFI. In doing so please address K.S.A. 9-2011 and K.S.A. 9-2308.

Response: The Company respectfully advises the Staff that K.S.A. 9-2308 (“Section 9-2308”) expressly provides that a TEFFI is a trust company, stating in relevant part, “… a fiduciary financial institution is a trust company for purposes of federal and state law
and rules and regulations and possesses trust powers under this act…” and, accordingly, does not restrict the ability of a TEFFI to describe itself as a trust company. Section 9-230