SecProbe.io

CORRESP
1
filename1.htm

October
21, 2024

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:
Robert Arzonetti and Tonya Aldave

    Re:
    Beneficient

    Amendment
    No. 1 to the Registration Statement on Form S-3

    Filed
    September 24, 2024

    File
    No. 333-281694

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 October 8, 2024, regarding Amendment No. 1 to the Company’s Registration Statement
on Form S-3 (the “Registration Statement”) filed with the Commission on September 24, 2024. In connection with this letter,
an amendment to the Registration Statement on Form S-1 (“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.

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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has filed Amendment No. 2, converting
the aforementioned Registration Statement on Form S-3 to Form S-1.

    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

October
21, 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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised page 281 of Amendment
No. 2 to list Yorkville’s ownership based on the Conversion Shares and Warrant Shares issuable upon conversion of the Convertible
Debentures and exercise of the Yorkville Warrants, as limited by the 4.99% beneficial ownership limitation in connection with the Convertible
Debentures and the Warrants. Yorkville will not have the right to convert such Convertible Debentures or exercise such Yorkville Warrants
to the extent that the Conversion Shares and Warrant Shares, when aggregated with all other shares of Class A common stock then beneficially
owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder),
would result in Yorkville and its affiliates beneficially owning more than 4.99% of the outstanding shares of Class A common stock.

Furthermore,
in accordance with Rule 13d-3(d) under the Exchange Act, the Company has 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 the Company’s discretion and is subject to conditions contained in the SEPA, the satisfaction of which are entirely
outside of Yorkville’s control, including the Registration Statement being declared and remaining effective. Furthermore,
the advances of Class A common stock under the SEPA are subject to certain agreed upon maximum amount limitations set forth in the SEPA.
Also, the SEPA prohibits the Company from issuing and selling any shares of Class A common stock to Yorkville to the extent such shares,
when aggregated with all other shares of Class A common stock then beneficially owned by Yorkville, would cause Yorkville’s
beneficial ownership of Class A common stock to exceed the 9.99% Beneficial Ownership Limitation.

*    *   *   *   *   *

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

October
21, 2024

Page
3

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, Esq.

    Haynes
    and Boone, LLP

    cc:
    Brad
    K. Heppner, Chief Executive Officer

    Gregory
    W. Ezell, Chief Financial Officer

    David
    B. Rost, Esq., General Counsel

    Logan
    Weissler, Esq., Haynes and Boone, LLP

    Alexa
    Cooper, Esq., Haynes and Boone, LLP