Correspondence 0001193125-23-241140 from Beneficient (BENF)
Beneficient
Date: Sept. 25, 2023 · CIK: 0001775734 · Accession: 0001193125-23-241140
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268741, 333-273328
Referenced dates: September 14, 2023
Letter
September 25, 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: Robert Arzonetti and Christian Windsor
Re:
Beneficient
Amendment No. 1 to Post-Effective Amendment No. 1 on Form S-1 to Form S-4
Filed August 31, 2023
File No. 333-268741
Ladies and Gentlemen:
On behalf of Beneficient (the “Company”), 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 September 14, 2023, regarding the Company’s Amendment No. 1 to Post-Effective Amendment No. 1 on Form S-1 to Form S-4 (the “Post-Effective Amendment”) filed with the Commission on August 31, 2023. In connection with this letter, a second amendment to the Post-Effective Amendment (“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.
Post-Effective Amendment No. 1 on Form S-1 to Form S-4
General
1. Revise this Post Effective Amendment consistent with the revisions that you make to the Form S-1 filed to register the resale of securities by Maxim (File No. 333-273328) in response to the staff’s comments on that amended registration statement.
Response: The Company acknowledges the Staff’s comment and has revised Amendment No. 2 accordingly to conform with revisions made in response to the Staff’s comments to the Form S-1 filed to register the resale of securities by Maxim (File No. 333-273328).
* * * * * *
Haynes and Boone, LLP
2801 N. Harwood Street | Suite 2300 | Dallas, TX 75201
T: 214.651.5000 | haynesboone.com
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
September 25, 2023
Page 2
If you have any questions or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (214) 651-5443.
Very truly yours,
/s/ Matthew L. Fry
Show Raw Text
CORRESP 1 filename1.htm CORRESP September 25, 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: Robert Arzonetti and Christian Windsor Re: Beneficient Amendment No. 1 to Post-Effective Amendment No. 1 on Form S-1 to Form S-4 Filed August 31, 2023 File No. 333-268741 Ladies and Gentlemen: On behalf of Beneficient (the “Company”), 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 September 14, 2023, regarding the Company’s Amendment No. 1 to Post-Effective Amendment No. 1 on Form S-1 to Form S-4 (the “Post-Effective Amendment”) filed with the Commission on August 31, 2023. In connection with this letter, a second amendment to the Post-Effective Amendment (“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. Post-Effective Amendment No. 1 on Form S-1 to Form S-4 General 1. Revise this Post Effective Amendment consistent with the revisions that you make to the Form S-1 filed to register the resale of securities by Maxim (File No. 333-273328) in response to the staff’s comments on that amended registration statement. Response: The Company acknowledges the Staff’s comment and has revised Amendment No. 2 accordingly to conform with revisions made in response to the Staff’s comments to the Form S-1 filed to register the resale of securities by Maxim (File No. 333-273328). * * * * * * Haynes and Boone, LLP 2801 N. Harwood Street | Suite 2300 | Dallas, TX 75201 T: 214.651.5000 | haynesboone.com U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance September 25, 2023 Page 2 If you have any questions or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (214) 651-5443. Very truly yours, /s/ Matthew L. Fry Matthew L. Fry Haynes and Boone, LLP cc: Brad K. Heppner, Chief Executive Officer Gregory W. Ezell, Chief Financial Officer James G. Silk, Esq., Chief Legal Officer David B. Rost, Esq., General Counsel Logan Weissler, Esq., Haynes and Boone, LLP Alexa Cooper, Esq., Haynes and Boone, LLP