SecProbe.io

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 December 30, 2025

James G. Silk
Interim Chief Executive Officer
Beneficient
325 North St. Paul Street , Suite 4850
Dallas, TX 75201

 Re: Beneficient
 Registration Statement on Form S-1
 Filed December 23, 2025
 File No. 333-292387
Dear James G. Silk:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Matthew L. Fry, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Beneficient

 325
North St. Paul Street, Suite 4850

 Dallas,
TX 75201

 VIA
EDGAR SUBMISSION

 December
30, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Madeleine Joy Mateo

 Re:
 Beneficient

 Registration
 Statement on Form S-1

 Filed
 December 23, 2025

 Registration
 File No. 333-292387

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, Beneficient (the "Registrant") hereby requests that the effective
date for the Registration Statement referred to above (the "Registration Statement") be accelerated so that it will become
effective at 4:30 p.m., Eastern Time, on January 2, 2026, or as soon thereafter as is practicable, or at such other time as the Registrant
or the Registrant's legal counsel, Haynes and Boone, LLP, requests by telephone that such Registration Statement be declared effective.

 The
Registrant hereby authorizes Matthew L. Fry of Haynes and Boone, LLP to orally modify or withdraw this request for acceleration.

 Please
contact Matthew L. Fry of Haynes and Boone, LLP, the Registrant's legal counsel, at (214) 651-5443 when the Registration Statement
has been declared effective or if you have any other questions or concerns regarding this matter.

 Thank
you in advance for your assistance.

 *
* * * *

 Very truly yours,

 BENEFICIENT

 By:
 /s/
 James G. Silk

 Name:
 James
 G. Silk

 Title:
 Interim
 Chief Executive Officer

 cc:
 Matthew
 L. Fry, Esq., Haynes and Boone, LLP

CORRESP
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Beneficient

325
North St. Paul Street, Suite 4850

Dallas,
Texas 75201

(214)
445-4700

November
12, 2024

VIA
EDGAR Securities and Exchange Commission

Division
of Corporation Finance Office of Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Robert Arzonetti and Tonya Aldave

    RE:
    Beneficient

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

    SEC
    File No. 333-281694 (the “Registration Statement”)

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Beneficient (the “Registrant”) respectfully
requests that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration Statement
effective as of 4:00 p.m. Eastern Standard Time, on November 12, 2024, or as soon as practicable thereafter, or at such other time as
the Registrant or the Registrant’s legal counsel Haynes and Boone, LLP, request by telephone that such Registration Statement be
declared effective. This letter and request for acceleration of effectiveness of the Registration Statement supersedes our acceleration
request filed with the Commission on October 24, 2024 that had previously requested acceleration for November 13, 2024.

The
Registrant hereby authorizes Matthew L. Fry, of Haynes and Boone, LLP, to orally modify or withdraw this request for acceleration.

We
request that we be notified of such effectiveness by a telephone call to Mr. Fry at (214) 651-5443, or in his absence Logan Weissler
at (214) 651-5813, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared effective. We also respectfully
request that a copy of the written order from the Commission verifying the effective time and date of such registration statement be
sent to Mr. Fry, via email at matt.fry@haynesboone.com. Please contact either of Messrs. Fry or Weissler if you have any questions or
concerns regarding this matter.

    Very truly yours,

    BENEFICIENT

    By:
    /s/
    Gregory W. Ezell

    Name:
    Gregory W. Ezell

    Title
    Chief Financial Officer

CORRESP
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Beneficient

325
North St. Paul Street, Suite 4850

Dallas,
Texas 75201

(214)
445-4700

November
8, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Robert Arzonetti and Tonya Aldave

    RE:
    Beneficient

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

    SEC
    File No. 333-281694 (the “Registration Statement”)

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Beneficient (the “Registrant”) respectfully
requests that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration Statement
effective as of 4:00 p.m. Eastern Standard Time, on November 13, 2024, or as soon as practicable thereafter, or at such other
time as the Registrant or the Registrant’s legal counsel Haynes and Boone, LLP, request by telephone that such Registration Statement
be declared effective.

The
Registrant hereby authorizes Matthew L. Fry, of Haynes and Boone, LLP, to orally modify or withdraw this request for acceleration.

We
request that we be notified of such effectiveness by a telephone call to Mr. Fry at (214) 651-5443, or in his absence Logan Weissler
at (214) 651-5813, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared effective. We also respectfully
request that a copy of the written order from the Commission verifying the effective time and date of such registration statement be
sent to Mr. Fry, via email at matt.fry@haynesboone.com. Please contact either of Messrs. Fry or Weissler if you have any questions or
concerns regarding this matter.

  Very truly yours,

  BENEFICIENT

  By:
  /s/
  Gregory W. Ezell

  Name:
  Gregory W. Ezell

  Title
  Chief Financial Officer

CORRESP
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November
6, 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. 2 to the Registration Statement on Form S-3

    Filed
    October 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 November 4, 2024, regarding Amendment No. 2 to the Company’s Registration Statement
on Form S-3 on Form S-1 (the “Registration Statement”) filed with the Commission on October 24, 2024. Attached as Appendix
A to this letter, the Company has provided for the Staff’s consideration amended disclosures from the Registration Statement
that the Company anticipates including in Amendment No. 3 to the Company’s Registration Statement on Form S-3 on Form S-1 (“Amendment
No. 3”).

For
your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company. Capitalized terms
used but not otherwise defined herein shall have the meanings assigned to such terms in the Registration Statement.

Amendment
No. 2 to Form S-3 on Form S-1

Selling
Stockholders, page 280

    1.
    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;

  ●
  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.

Response:
As discussed with the Staff, the Company has revised its selling stockholders table and beneficial ownership table to update Yorkville’s
ownership to 9.99% and is providing such revised disclosures supplementally in Appendix A attached hereto. The Company intends
to include such revised disclosures in Amendment No. 3.

*
* * * * *

  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

November 6, 2024

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, 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

APPENDIX
A

Selling
Stockholder Table

    Number of Shares of Class A Common Stock Beneficially Owned(3)
    Maximum Number of Shares of Class A Common Stock Offered
    Shares of Class A Common Stock Beneficially Owned After the Offered Shares are Sold(1)(2)
    Total Voting Power of Class A and Class B Common Stock

    Name of Selling Holders

    Number
    Percent (1)
    Offered
    Number
    Percent
    Percent

    YA II PN, Ltd.
    (4)
      537,330 (5)(6)
      9.9 %
      202,732,065
      -
      -
      - %

    Mendoza Ventures Pre-Seed Fund II LP
    (6)
      125,000
      2.5 %
      125,000
      -
      -
      - %

    Interest Solutions, LLC
    (7)
      14,286
      * %
      14,286
      -
      -
      - %

    Convergency Partners, LLC
    (8)
      25,751
      * %
      25,751
      -
      -
      - %

    Maxim Partners, LLC
    (9)
      114,343
      2.4 %
      114,343
      -
      -
      - %

    Mendota Financial Company, LLC
    (10)
      201,482
      4.2 %
      201,482
      -
      -
      - %

    *
    Indicates
    less than one percent.

    (1)
    The
    percent of beneficial ownership for the Selling Holders is based on (i) 4,841,350 shares of Class A common stock and (ii)
    239,257 shares of Class B common stock outstanding.

    (2)
    Assumes
    that each Selling Holder (i) will sell all of the shares of Class A common stock and Warrants beneficially owned by it that are covered
    by this prospectus and (ii) does not acquire beneficial ownership of any additional shares of our Class A common stock.

    (3)
    Represents
    shares of Class A common stock, including the shares of Class A common stock that may be issued upon the exercise of the Warrants
    or other securities convertible into Class A common stock held by the Selling Holder.

    (4)
    Yorkville
    is a fund managed by Yorkville Advisors Global, LP (“Yorkville LP”). Yorkville Advisors Global II, LLC (“Yorkville
    LLC”) is the General Partner of Yorkville LP. Investment decisions for YA II PN, Ltd. are made by Mark Angelo, and Mr. Angelo
    may therefore be deemed to hold voting and dispositive power with respect to such shares. The business address of YA II PN, Ltd.
    is 1012 Springfield Avenue, Mountainside, NJ 07092.

    (5)
    Includes
    zero shares of Class A common stock directly held by Yorkville as of the date of this prospectus and shares of Class A common stock
    that are issuable upon exercise or conversion of the Yorkville Warrants and the Convertible Debentures subject to the 4.99% Beneficial
    Ownership Limitation (as defined below). Under the terms of the Purchase Agreement, following effectiveness of the registration statement
    of which this prospectus forms a part, Yorkville will have received Yorkville Warrants to purchase an aggregate of up to 1,325,382
    shares of Class A common and Convertible Debentures that are convertible into an aggregate of 1,325,382 shares of Class A common
    stock. As set forth in the preamble to the Yorkville Warrants and Section 4(c)(i) of the Convertible Debentures, as applicable, Yorkville
    will not have the right to exercise such Yorkville Warrants or convert such Convertible Debentures to the extent that the Warrant
    Shares or Conversion 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 (the “4.99%
    Beneficial Ownership Limitation”).

    (6)
    Calculated
    based upon the maximum percentage of shares of Class A common stock that may be beneficially owned by Yorkville assuming the Company
    elects to issue an advance notice for the maximum number of shares of Class A common stock permissible under the SEPA. The 9.99%
    Beneficial Ownership Limitation in Section 2.01(c) of 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 our Class A common stock to exceed 9.99%.

    (7)
    The
    principal address of Mendoza is 207 Newbury Street, 3rd Floor, Boston, MA 02116. Adrian Mendoza is the managing partner of Mendoza
    Ventures Pre-Seed Fund II GP, LLC, the General Partner of Mendoza, and may therefore be deemed to hold voting and dispositive power
    with respect to such shares. Mr. Mendoza disclaims beneficial ownership over any securities owned by Mendoza except to the extent
    of his pecuniary interest therein.

    (8)
    The
    principal address of Interest Solutions is 701 Main Avenue, Norwalk, CT 06851. John Sorensen is the Chief Operating Officer of Interest
    Solutions and may therefore be deemed to hold voting and dispositive power with respect to such shares. Mr. Sorensen disclaims beneficial
    ownership over any securities owned by Interest Solutions except to the extent of his pecuniary interest therein.

    (9)
    The
    principal address of Convergency Partners is 265 Franklin Street, Suite 1702, Boston, MA 02110. Jeffrey M. Miller is the Managing
    Partner of Convergency Partners and may therefore be deemed to hold voting and dispositive power with respect to such shares. Mr.
    Miller disclaims beneficial ownership over any securities owned by Convergency Partners except to the extent of his pecuniary interest
    therein.

    (10)
    The
    principal address of Maxim Partners is 300 Park Avenue, 16th Floor, New York, NY 10022. Maxim Partners is the record and beneficial
    owner of the securities set forth in the table. MJR Holdings LLC is the managing member of Maxim Partners LLC. Cliff Teller is the
    Chief Executive Officer of MJR Holdings LLC and, has dispositive power over the securities held by Maxim Partners. Mr. Teller disclaims
    beneficial ownership over any securities owned by Maxim Partners and MJR Holdings LLC except to the extent of his pecuniary interest
    therein. The Maxim Shares were issued as transaction-based compensation for the performance of investment banking services rendered
    to Avalon Acquisition, Inc. in connection with the initial public offering of Avalon Acquisition, Inc.

    (11)
    The
    principal address of the Vendor is 2004 Vermillion Drive, Plano, TX 75093. Daniel Adashek is the manager of the Vendor and may therefore
    be deemed to hold voting and dispositive power with respect to such shares. Mr. Adashek disclaims beneficial ownership over any securities
    owned by the Vendor except to the extent of his pecuniary interest therein.

Beneficial
Ownership Table

    Class B Common Stock
    Class A Common Stock

    Name of Beneficial Owner(1)
    Number of

 Shares of

 Class B

 Common

 Stock

 Beneficially

 Owned(2)

    Percentage

 of

 Outstanding

 Class B

 Common

 Stock

    Number of

 Shares of

 Class A

 Common Stock

 Beneficially

 Owned(2)

    Percentage

 of

 Outstanding

 Class A

 Common

 Stock

    Percentage

 of

 Total

 Voting

 Power of

 Class A

 and

 Class B

 Common

 Stock(3)

    Named Executive Officers and Directors

    Brad K. Heppner
      221,494 (4)
      92.6 %
      15,011 (6)
      *
      30.8 %

    Derek L. Fletcher
      —
      —
      3,124 (7)
      *
      *

    Peter T. Cangany, Jr.
      —
      —
      175,817 (8)
      6.7 %
      4.5 %

    Patrick J. Donegan
      —
      —
      —
      —
      —

    Thomas O. Hicks
      16,528 (5)
      6.9 %
      101,450 (9)
      2.1 %
      3.7 %

    James G. Silk(10)
      —
      —
      1,139 (11)
      *
      *

    Bruce W. Schnitzer
      1,235
      *
      11,745 (12)
      *
      *

    All current directors and executive officers of Beneficient as a group (10 individuals)
      239,257
      100 %
      522,203
      10.8 %
      40.3 %

    Other 5% Holders

    Hatteras Investment Partners, LP(14)
      —
      —
      583,904
      12.1 %
      8.1 %

    GWG Wind Down Trust(15)
      —
      —
      348,183
      7.2 %
      4.8 %

    YA II PN, Ltd.(16)(17)
      —
      —
      537,330  (18)
      9.9 %
      7.4 %

    *
    Indicates,
    as applicable, (i) less than one percent of total voting power of Class A Common Stock and Class B Common Stock outstanding and (ii)
    less than one percent ownership of Class A Common Stock and Class B Common Stock.

    1)
    For
    purposes of this table, a person or group of persons is deemed to have beneficial ownership of any shares of Common Stock that such
    person has the right to acquire within 60 days of the Record Date. For purposes of computing the percentage of outstanding shares
    of Common Stock held by each person or group of persons named above, any shares of Common Stock that such person or persons have
    the right to acquire within 60 days of the date of the Record Date is deemed to be outstanding but is not deemed to be outstanding
    for the purpose of computing the percentage ownership of any other person.

    2)
    Class
    B Common Stock will be convertible at any time by the holder into shares of Class A Common Stock on a one-for-one basis, such that
    each holder of Class B Common Stock beneficially owns an equivalent number of shares of Class A Common Stock. The number of shares
    of Class A Common Stock beneficially owned does not give effect to any such conversion of Class B Common Stock.

    3)
    Percentage
    of total voting power represents voting power with respect to all shares of our Class A Common Stock and Class B Common Stock, as
    a single class. Each holder of Class B Common Stock is entitled to 10 votes per share of Class B Common Stock and each holder of
    Class A Common Stock is entitled to one vote per share of Class A Common Stock on all matters submitted to our stockholders for a
    vote. The Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to a vote of our
    stockholders, except as may otherwise be required by law and the election of directors by holders of the Class B Common Stock.

    4)
    Represents
    shares of Class B Common Stock held by Beneficient Holdings, Inc. Beneficient Holdings, Inc. is an entity held by The Highland Business
    Holdings Trust of which Mr. Heppner is a beneficiary and a trustee and, in such capacity, has the sole power to vote and direct the
    disposition of such shares. Therefore, such shares are deemed to be beneficially owned by Mr. Heppner and The Highland Business Holdings
    Trust.

    5)
    Represents
    shares of Class B Common Stock held by Hicks Holdings Operating, LLC. Mr. Hicks is the sole member of Hicks Holdings Operating, LLC,

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.

CORRESP
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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

October 8, 2024
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re:Beneficient
Amendment No. 1 to the Registration Statement on Form S-3
Filed September 24, 2024
File No. 333-281694
Dear Brad K. Heppner:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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 September 12, 2024
letter.
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.

October 8, 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.
            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.

CORRESP
1
filename1.htm

September
24, 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

    Registration
    Statement on Form S-3

    Filed
    August 22, 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 September 12, 2024, regarding the Company’s Registration Statement on Form S-3 (the
“Registration Statement”) filed with the Commission on August 22, 2024. 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-3

General

    1.
    We
    note your disclosure on pages 5 and 87 that the Yorkville “may be” deemed an underwriter within the meaning of the Securities
    Act. Because the selling stockholder, Yorkville, is the equity line investor under your Standby Equity Purchase Agreement dated June
    27, 2023, please revise your disclosure on the cover page and pages 5 and 87 to name Yorkville as an underwriter for this offering.
    Refer to Question 139.13 of the Compliance and Disclosure Interpretations for the Securities Act Sections.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the cover page, page
5 and pages 84 and 88 of Amendment No. 1 accordingly to name Yorkville as an underwriter with respect to the SEPA Shares.

    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
24, 2024

Page
2

    2.
    We
    note your disclosure on page 90 that “Selling Holder, or agents designated by it, may directly solicit, from time to time,
    offers to purchase the securities. Any such agent may be deemed to be an ‘underwriter’ as the term is defined in the
    Securities Act.” Please revise this section to state clearly that (1) Yorkville is an underwriter in this offering, and (2)
    Mendoza Ventures Pre-Seed Fund II GP, LLC, Interest Solutions, LLC, and Convergency Partners, LLC may be deemed to be underwriters
    in this offering. Refer to Question 139.11 of the Compliance and Disclosure Interpretations for the Securities Act Sections.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the cover page, page
5 and pages 85 and 91 of Amendment No. 1 accordingly to name Yorkville as an underwriter with respect to the SEPA Shares and to state
that Yorkville may be deemed an underwriter with respect to the Conversion Shares and the Warrant Shares. The Company has also revised
the cover page and pages 86, 87 and 88 of Amendment No. 1 to state that the other Selling Holders may be deemed underwriters in this
offering.

    3.
    It
    appears based on disclosure in the filing that Yorkville beneficially owns more than 1,325,382 shares, taking into account shares
    issued or issuable under the 2023 equity line agreement. Please revise the selling stockholders’ table or advise why you only
    included 1,325,382 shares issuable pursuant to the August 6, 2024 purchase agreement with Yorkville. Refer to Item 507 of Regulation
    S-K.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised page 81 accordingly.

Cover
Page

    4.
    Based
    on your disclosure related to the June 27, 2023 equity line agreement with Yorkville on pages 82-83, it appears that you have already
    registered some of the shares issuable pursuant to that equity line agreement on a prior registration statement. Please revise your
    cover page and elsewhere as appropriate to describe other registration statement(s) relating to the issuance of shares under the
    equity line agreement, the applicable timelines, how many shares were issued at that time, and how many shares remain available and
    may be registered at a later time, if any.

Response:
Pursuant to the Company’s contractual obligations under the SEPA, the Company filed a registration statement on Form S-1 (File
No. 333-273326) (the “SEPA Form S-1”) to register 1,140,511 shares of Class A common stock (as adjusted for stock splits)
that may be sold by Yorkville. To date, 503,827 shares of the Company’s Class A common stock (as adjusted for stock splits) registered
on the SEPA Form S-1 have been offered and sold to Yorkville under the SEPA. On July 9, 2024, the Company filed its Annual Report on
Form 10-K, which constituted a fundamental change to the SEPA Form S-1 such that no additional shares may be sold by Yorkville pursuant
to the SEPA Form S-1 without further amending the SEPA Form S-1. On September 20, 2024, the Company filed a post-effective amendment
to its previous registration statement on Form S-1 (File No. 333-273326) to terminate the effectiveness of such registration statement
and deregister all registered securities that remain unsold as of the date of such post-effective amendment. As a result, the Company
has revised the cover page and page 84 accordingly.

Selling
Stockholders, page 80

    5.
    Please
    revise your selling stockholders’ table on page 81 to disclose the natural person or persons who exercise the sole or shared
    voting and dispositive control with respect to the shares held by the entities named in the table.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised page 81 accordingly.

U.S.
                                            Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

September
24, 2024

Page
3

Plan
of Distribution, page 87

    6.
    We
    note your disclosure on page 91 that selling shareholders will be subject to Regulation M. Please clarify how the selling shareholders
    plan to comply with the provisions of Regulation M that may prohibit Yorkville or any of its affiliates, who are participating in
    the distribution of the Class A common stock, from engaging in market making activities or purchasing shares in the open market while
    the equity line is in effect.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised page 92 accordingly.

Item
16. Exhibits, page II-2

    7.
    We
note your disclosure on page 86 regarding the following:

    ●
    the
    liquidity financing transaction with Mendoza Ventures that closed on February 6, 2024;

    ●
    the
    issuance of Series B-3 Preferred Stock to Interest Solutions on February 6, 2024, in connection with investors relations advisory
    services rendered by Interest Solutions; and

    ●
    the
    issuance of Series B-4 Preferred Stock to Convergency Partners on March 27, 2024, in connection with business advisory services rendered
    by Convergency Partners.

Please
    file the relevant agreements as exhibits to your registration statement. Refer to Item 601(b)(10) of Regulation S-K.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has filed the Mendoza Subscription
Agreement, the Interest Solutions Subscription Agreement and Convergency Partners Subscription Agreement as Exhibit 10.4, Exhibit 10.5
and Exhibit 10.6, respectively, to Amendment No. 1.

*       *       *       *       *       *

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

September
24, 2024

Page
4

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

September 12, 2024
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re:Beneficient
Registration Statement on Form S-3
Filed August 22, 2024
File No. 333-281694
Dear Brad K. Heppner:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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.
Registration Statement on Form S-3
General
1.We note your disclosure on pages 5 and 87 that the Yorkville "may be" deemed an
underwriter within the meaning of the Securities Act. Because the selling stockholder,
Yorkville, is the equity line investor under your Standby Equity Purchase Agreement
dated June 27, 2023, please revise your disclosure on the cover page and pages 5 and 87
to name Yorkville as an underwriter for this offering. Refer to Question 139.13 of the
Compliance and Disclosure Interpretations for the Securities Act Sections.
We note your disclosure on page 90 that "Selling Holder, or agents designated by it, may
directly solicit, from time to time, offers to purchase the securities. Any such agent may
be deemed to be an 'underwriter' as the term is defined in the Securities Act." Please
revise this section to state clearly that (1) Yorkville is an underwriter in this offering, and
(2) Mendoza Ventures Pre-Seed Fund II GP, LLC, Interest Solutions, LLC, and
Convergency Partners, LLC may be deemed to be underwriters in this offering. Refer 2.

September 12, 2024
Page 2
to Question 139.11 of the Compliance and Disclosure Interpretations for the Securities
Act Sections.
3.It appears based on disclosure in the filing that Yorkville beneficially owns more than
1,325,382 shares, taking into account shares issued or issuable under the 2023 equity line
agreement. Please revise the selling stockholders' table or advise why you only included
1,325,382 shares issuable pursuant to the August 6, 2024 purchase agreement with
Yorkville. Refer to Item 507 of Regulation S-K.
Cover page
4.Based on your disclosure related to the June 27, 2023 equity line agreement with
Yorkville on pages 82-83, it appears that you have already registered some of the shares
issuable pursuant to that equity line agreement on a prior registration statement. Please
revise your cover page and elsewhere as appropriate to describe other registration
statement(s) relating to the issuance of shares under the equity line agreement, the
applicable timelines, how many shares were issued at that time, and how many shares
remain available and may be registered at a later time, if any.
Selling Stockholders, page 80
5.Please revise your selling stockholders' table on page 81 to disclose the natural person or
persons who exercise the sole or shared voting and dispositive control with respect to the
shares held by the entities named in the table.
Plan of Distribution, page 87
6.We note your disclosure on page 91 that selling shareholders will be subject to Regulation
M. Please clarify how the selling shareholders plan to comply with the provisions of
Regulation M that may prohibit Yorkville or any of its affiliates, who are participating in
the distribution of the Class A common stock, from engaging in market making activities
or purchasing shares in the open market while the equity line is in effect.
Item 16. Exhibits, page II-2
7.We note your disclosure on page 86 regarding the following:
•the liquidity financing transaction with Mendoza Ventures that closed on February 6,
2024;
•the issuance of Series B-3 Preferred Stock to Interest Solutions on February 6, 2024,
in connection with investors relations advisory services rendered by Interest
Solutions; and
•the issuance of Series B-4 Preferred Stock to Convergency Partners on March 27,
2024, in connection with business advisory services rendered by Convergency
Partners.
Please file the relevant agreements as exhibits to your registration statement. Refer to
Item 601(b)(10) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

September 12, 2024
Page 3
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

CORRESP

 Beneficient

325 North St. Paul Street, Suite 4850

Dallas, Texas 75201

 (214) 445-4700

 December 21, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Robert Arzonetti and Christian Windsor

RE:
 Beneficient

Amendment No. 2 to Registration Statement on Form S-1

SEC File No. 333-275174 (the “Registration Statement”)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, Beneficient (the “Registrant”) respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration
Statement effective as of 4:00 p.m. Eastern Daylight Time, on December 26, 2023, or as soon as practicable thereafter, or at such other time as the Registrant or the Registrant’s legal counsel Haynes and Boone, LLP, request by telephone
that such Registration Statement be declared effective.

 The Registrant hereby authorizes Matthew L. Fry, of Haynes and Boone, LLP, to
orally modify or withdraw this request for acceleration.

 We request that we be notified of such effectiveness by a telephone call to
Mr. Fry at (214) 651-5443, or in his absence Logan Weissler at (214) 651-5813, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared
effective. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Fry, via email at matt.fry@haynesboone.com. Please contact either
of Messrs. Fry or Weissler if you have any questions or concerns regarding this matter.

 Very truly yours,

 Beneficient

By:

 /s/ Brad Heppner

Name:

Brad Heppner

Title

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 December 20, 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 Registration Statement on Form S-1

 Filed December 4, 2023

File No. 333-275174

 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 December 14, 2023, regarding the Company’s Amendment No. 1 to
the Registration Statement on Form S-1 (the “Registration Statement”) filed with the Commission on December 4, 2023. In connection with this letter, an 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.

 Amendment No. 1 to the Registration Statement on Form S-1 filed on December 4, 2023

 Management’s Discussion and Analysis

Liquidity and Capital Resources, page 162

1.

We note your response to comment 5 and reissue in part. Please revise your disclosure to clarify whether the Credit and Guarantee Agreement with HH-BDH impacts your ability to meet your
expected funding needs.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 162
and 163 of Amendment No. 2 accordingly.

 *     *     *     *
    *     *

 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

December 20, 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

United States securities and exchange commission logo
December 14, 2023
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re:Beneficient
Amendment No. 1 to Registration Statement on Form S-1
Filed December 4, 2023
File No. 333-275174
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 a 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 November 7, 2023 letter.
Amendment No. 1 to the Registration Statement on Form S-1 filed December 5, 2023
Management's Discussion and Analysis
Liquidity and Capital Resources, page 162
1.We note your response to comment 5 and reissue in part. Please revise your disclosure to
clarify whether the Credit and Guarantee Agreement with HH-BDH impacts your ability
to meet your expected funding needs.

 FirstName LastNameBrad K. Heppner
 Comapany NameBeneficient
 December 14, 2023 Page 2
 FirstName LastName
Brad K. Heppner
Beneficient
December 14, 2023
Page 2
            Please contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Matthew L. Fry, Esq.

CORRESP
1
filename1.htm

CORRESP

 December 4, 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

Registration Statement on Form S-1

Filed October 26, 2023

File No. 333-275174

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 November 7, 2023, regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed with the Commission on October 26, 2023. 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-1 filed on October 26, 2023

General

1.
 Please disclose where appropriate any ownership of GRID Holding Co or GRID at Mesa by any of your
significant shareholders, board members or affiliates, including Mr. Heppner or Mr. Hicks.

Response: The Company advises the Staff that none of the Company’s significant shareholders, board members or affiliates, including
Mr. Heppner or Mr. Hicks, have an ownership interest in the GRID Holding Co. LLC or the GRID at the Mesa, LLC.

 Prospectus Summary

Credit Agreement, page 7

2.
 Please tell us, and revise your disclosure as appropriate, whether the 97.5% of the equity interests held by
The EP-00117 Custody Trust represents a significant percentage of the entire Customer ExAlt Trust.

Response: The Company advises the Staff that as of September 30, 2023, the 97.5% of the equity interests held by the EP-00117 Custody Trust represented approximately 44.9% of all assets held by the Customer ExAlt Trusts. The Company has revised the disclosures of pages 8 and 68 of Amendment No. 1 to disclose such
information.

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

December 4, 2023

 Page 2

 Preliminary Financial Information for the Three and Six Months, page 9

3.
 Please revise your disclosure about expected goodwill impairment to distinguish between the disclosed impact
of the write down in the net asset value of the interests in the GWG Wind Down Trust held by you and any other impairments (e.g., your disclosure in Note 16 to the interim financial statements for the three months ended June 30, 2023 that the Ex-ALTS trust is exposed to interest rate risk).

 Response: The Company
advises the Staff that it has removed the preliminary financial and operational results from Amendment No. 1, which were originally included as preliminary results for the six months ended September 30, 2023. The Company has revised
Amendment No. 1 throughout to include its final unaudited consolidated financials for the same period and quantified the loss on the GWG Wind Down Trust interests for such period on page 102 of Amendment No. 1.

Risk Factors

 We may not be able to maintain our
listing on Nasdaq, page 72

4.
 We note that your common stock has been trading at less than $1.00 since October 17, 2023. Please
revise your risk factor to explain how this and your actual number of nonaffiliated shareholders affects potential delisting from Nasdaq.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure the cover page and on pages 10, 73, and 83 of
Amendment No. 1 to disclose that on November 28, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that, for the previous 30 consecutive business days, the closing bid price for
the Company’s Class A common stock had been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). The Company has also revised the disclosure on pages 73 and 74
of Amendment No. 1 to disclose the risks related to this notice and the risks of a potential delisting.

 Management’s Discussion and Analysis

 Liquidity and Capital Resources, page 151

5.
 On page 152 you state that “[you] expect to satisfy [y]our obligations and fund [y]our operations for
the next twelve months through anticipated operating cash flows, proceeds on ExAlt Loan payments...“ Please revise your disclosure to clarify whether the Credit and Guarantee Agreement with HH-BDH impacts
your ability to meet your expected funding needs.

 Response: The Company acknowledges the Staff’s comment
and has revised the disclosure on page 162 of Amendment No. 1 accordingly.

 *     *     *
    *     *     *

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

December 4, 2023

 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

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

United States securities and exchange commission logo
November 7, 2023
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re:Beneficient
Registration Statement on Form S-1
Filed October 26, 2023
File No. 333-275174
Dear Brad K. Heppner:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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.
Registration Statement on Form S-1 filed October 26, 2023
General
1.Please disclose where appropriate any ownership of GRID Holding Co or GRID at Mesa
by any of your significant shareholders, board members or affiliates, including Mr.
Heppner or Mr. Hicks.
Prospectus Summary
Credit Agreement, page 7
2.Please tell us, and revise your disclosure as appropriate, whether the 97.5% of the equity
interests held by The EP-00117 Custody Trust represents a significant percentage of the
entire Customer ExAlt Trust.

 FirstName LastNameBrad K. Heppner
 Comapany NameBeneficient
 November 7, 2023 Page 2
 FirstName LastName
Brad K. Heppner
Beneficient
November 7, 2023
Page 2
Preliminary Financial Information for the Three and Six Months, page 9
3.Please revise your disclosure about expected goodwill impairment to distinguish between
the disclosed impact of the write down in the net asset value of the interests in the GWG
Wind Down Trust held by you and any other impairments (e.g., your disclosure in Note
16 to the interim financial statements for the three months ended June 30, 2023 that the
Ex-ALTS trust is exposed to interest rate risk).
Risk Factors
We may not be able to maintain our listing on Nasdaq, page 72
4.We note that your common stock has been trading at less that $1.00 since October 17,
2023. Please revise your risk factor to explain how this and your actual number of non-
affiliated shareholders affects potential delisting from Nasdaq.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 151
5.On page 152 you state that "[you] expect to satisfy [y]our obligations and fund [y]our
operations for the next twelve months through anticipated operating cash flows, proceeds
on ExAlt Loan payments..." Please revise your disclosure to clarify whether the Credit and
Guarantee Agreement with HH-BDH impacts your ability to meet your expected funding
needs.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Matthew L. Fry, Esq.

CORRESP
1
filename1.htm

CORRESP

 Beneficient

325 North St. Paul Street, Suite 4850

Dallas, Texas 75201

 (214) 445-4700

 September 27, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Robert Arzonetti and Christian Windsor

RE:
 Beneficient

Amendment No. 2 to Registration Statement on Form S-1

SEC File No. 333-273326 (the “Registration Statement”)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, Beneficient (the “Registrant”) respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration
Statement effective as of 3:00 p.m. Eastern Daylight Time, on September 29, 2023, or as soon as practicable thereafter, or at such other time as the Registrant or the Registrant’s legal counsel Haynes and Boone, LLP, request by telephone
that such Registration Statement be declared effective.

 The Registrant hereby authorizes Matthew L. Fry, of Haynes and Boone, LLP, to
orally modify or withdraw this request for acceleration.

 We request that we be notified of such effectiveness by a telephone call to
Mr. Fry at (214) 651-5443, or in his absence Logan Weissler at (214) 651-5813, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared
effective. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Fry, via email at matt.fry@haynesboone.com. Please contact either
of Messrs. Fry or Weissler if you have any questions or concerns regarding this matter.

Very truly yours,

Beneficient

By:

 /s/ Brad Heppner

Name:

Brad Heppner

Title:

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 Beneficient

325 North St. Paul Street, Suite 4850

Dallas, Texas 75201

 (214) 445-4700

 September 27, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Robert Arzonetti and Tonya Aldave

RE:

Beneficient

Amendment No. 2 to Registration Statement on Form S-1

SEC File No. 333-273322 (the “Registration Statement”)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Beneficient (the “Registrant”) respectfully
requests that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration Statement effective as of 3:00 p.m. Eastern Daylight Time, on September 29, 2023, or as soon as practicable
thereafter, or at such other time as the Registrant or the Registrant’s legal counsel Haynes and Boone, LLP, request by telephone that such Registration Statement be declared effective.

The Registrant hereby authorizes Matthew L. Fry, of Haynes and Boone, LLP, to orally modify or withdraw this request for acceleration.

We request that we be notified of such effectiveness by a telephone call to Mr. Fry at (214)
651-5443, or in his absence Logan Weissler at (214) 651-5813, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared effective. We also
respectfully request that a copy of the written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Fry, via email at matt.fry@haynesboone.com. Please contact either of Messrs. Fry or
Weissler if you have any questions or concerns regarding this matter.

Very truly yours,

Beneficient

By:

 /s/ Brad Heppner

Name:

Brad Heppner

Title:

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 Beneficient

325 North St. Paul Street, Suite 4850

Dallas, Texas 75201

 (214) 445-4700

 September 27, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Robert Arzonetti and Christian Windsor

RE:
 Beneficient

Amendment No. 2 to Registration Statement on Form S-1

SEC File No. 333-268741 (the “Registration Statement”)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, Beneficient (the “Registrant”) respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration
Statement effective as of 3:00 p.m. Eastern Daylight Time, on September 29, 2023, or as soon as practicable thereafter, or at such other time as the Registrant or the Registrant’s legal counsel Haynes and Boone, LLP, request by telephone
that such Registration Statement be declared effective.

 The Registrant hereby authorizes Matthew L. Fry, of Haynes and Boone, LLP, to
orally modify or withdraw this request for acceleration.

 We request that we be notified of such effectiveness by a telephone call to
Mr. Fry at (214) 651-5443, or in his absence Logan Weissler at (214) 651-5813, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared
effective. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Fry, via email at matt.fry@haynesboone.com. Please contact either
of Messrs. Fry or Weissler if you have any questions or concerns regarding this matter.

Very truly yours,

Beneficient

By:

/s/ Brad Heppner

Name:

Brad Heppner

Title:

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 Beneficient

325 North St. Paul Street, Suite 4850

Dallas, Texas 75201

 (214) 445-4700

 September 27, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Robert Arzonetti and Tonya Aldave

RE:
 Beneficient

Amendment No. 2 to Registration Statement on Form S-1

SEC File No. 333-273328 (the “Registration Statement”)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, Beneficient (the “Registrant”) respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration
Statement effective as of 3:00 p.m. Eastern Daylight Time, on September 29, 2023, or as soon as practicable thereafter, or at such other time as the Registrant or the Registrant’s legal counsel Haynes and Boone, LLP, request by telephone
that such Registration Statement be declared effective.

 The Registrant hereby authorizes Matthew L. Fry, of Haynes and Boone, LLP, to
orally modify or withdraw this request for acceleration.

 We request that we be notified of such effectiveness by a telephone call to
Mr. Fry at (214) 651-5443, or in his absence Logan Weissler at (214) 651-5813, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared
effective. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Fry, via email at matt.fry@haynesboone.com. Please contact either
of Messrs. Fry or Weissler if you have any questions or concerns regarding this matter.

Very truly yours,

Beneficient

By:

 /s/ Brad Heppner

Name:

Brad Heppner

Title:

Chief Executive Officer

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

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 Tonya Aldave

Re:
 Beneficient

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

 
 Filed August 31, 2023

 
 File No. 333-273328

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 Registration Statement on Form S-1 (the “Registration Statement”) filed with the Commission on August 31, 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.

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

Risk Factors

 We engage in related party transactions,
which may result in conflicts of interest involving our senior management, page 58

1.
 We note your response to our prior comment 8 and reissue. Please add a separately captioned risk factor to
specifically address any payments or other interests held by your CEO, Brad Heppner, directly or as a beneficial owner/beneficiary, whether held through trusts, or other holdings. The disclosure should address both material holdings and aggregate
holdings that:

•

 have an ownership interest in Beneficient; or

•

 have provided credit or funds that have a priority interest in Beneficient or its component parts, or in the
event of bankruptcy, compared to the common shareholders.

 Please further discuss the conflict of interest that
could arise from a conflict between Mr. Heppner’s financial interests and those of Beneficient’s shareholders.

Response: The Company acknowledges the Staff’s comment and has included a separately captioned risk factor in accordance with the
Staff’s comment on pages 58-61 of Amendment No. 2.

 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

 Substantial future sales of shares of Class A common stock could cause the
market price of our shares of Class A common stock to decline, page 60

2.
 We note your response to our prior comment 11 and reissue in part. Please disclose the maximum number of
your Class A common shares that can be issued under the equity line agreement and describe the dilutive effect of the formula or pricing mechanics on your share price as the result of the equity line purchase agreement.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 62-63 of
Amendment No. 2 accordingly.

 Payments to our Chief Executive Officer, page 216

3.
 We note your response to our prior comment 3 and reissue in part. We further note the table beginning on
page 217. For each item in the table, please include in a separate column the total dollar amount paid to or for the benefit of Mr. Heppner or his affiliates. Consider adding a similar table to the related party transactions section or
reorganizing that section to group Mr. Heppner’s related party transactions in a similar way.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 219–229 of Amendment No. 2
accordingly. We note for the Staff that the Company has included financial information in respect of related party transactions in the table through June 30, 2023, the Company’s last balance sheet date. Additionally, we respectfully advise
the Staff that, other than the amount of additional interest that has accrued to principal pursuant to the terms of the HCLP Loan Agreement since June 30, 2023, the Company has advised us that there are no additional related party transactions
in excess of $120,000 for the period beginning June 30, 2023 through the date hereof.

 *  *  *  *  *  *

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

September 25, 2023

  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

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

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 Tonya Aldave

Re:
 Beneficient

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

 
 Filed August 31, 2023

 
 File No. 333-273322

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 Registration Statement on Form S-1 (the “Registration Statement”) filed with the Commission on August 31, 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.

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

Risk Factors

 We engage in related party transactions,
which may result in conflicts of interest involving our senior management, page 54

1.
 We note your response to our prior comment 10 and reissue. Please add a separately captioned risk factor to
specifically address any payments or other interests held by your CEO, Brad Heppner, directly or as a beneficial owner/beneficiary, whether held through trusts, or other holdings. The disclosure should address both material holdings and aggregate
holdings that:

•

 have an ownership interest in Beneficient; or

•

 have provided credit or funds that have a priority interest in Beneficient or its component parts, or in the
event of bankruptcy, compared to the common shareholders.

 Please further discuss the conflict of interest that
could arise from a conflict between Mr. Heppner’s financial interests and those of Beneficient’s shareholders.

Response: The Company acknowledges the Staff’s comment and has included a separately captioned risk factor in accordance with the
Staff’s comment on pages 54-57 of Amendment No. 2.

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  

 Substantial future sales of shares of Class A common stock could cause the market price
of our shares of Class A common stock to decline, page 56

2.
 We note your response to our prior comment 13 and reissue in part. Please disclose the maximum number of
your Class A common shares that can be issued under the equity line agreement and describe the dilutive effect of the formula or pricing mechanics on your share price as the result of the equity line purchase agreement.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on
pages 58-59 of Amendment No. 2 accordingly.

 Payments to our Chief Executive Officer, page 213

3.
 We note your response to our prior comment 5 and reissue in part. We further note the table beginning on
page 214. For each item in the table, please include in a separate column the total dollar amount paid to or for the benefit of Mr. Heppner or his affiliates. Consider adding a similar table to the related party transactions section or
reorganizing that section to group Mr. Heppner’s related party transactions in a similar way.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 216-225 of Amendment No. 2
accordingly. We note for the Staff that the Company has included financial information in respect of related party transactions in the table through June 30, 2023, the Company’s last balance sheet date. Additionally, we respectfully advise
the Staff that, other than the amount of additional interest that has accrued to principal pursuant to the terms of the HCLP Loan Agreement since June 30, 2023, the Company has advised us that there are no additional related party transactions
in excess of $120,000 for the period beginning June 30, 2023 through the date hereof.

 *  *  *  *  *  *

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

September 25, 2023

 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

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

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 Registration Statement on Form S-1

 Filed August 31, 2023

File No. 333-273326

 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 Registration Statement on Form S-1 (the “Registration Statement”) filed with the Commission on August 31, 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.

 Amendment No. 1 to Registration Statement on
Form S-1 filed August 31, 2023

 Risk Factors

We engage in related party transactions, which may result in conflicts of interest involving our senior management, page 53

1.
 We note your response to comment 8. Please expand this risk factor to specifically address any payments or
other interests held by your CEO, Brad Heppner, directly or as a beneficial owner/beneficiary, whether held through trusts, or other holdings. The disclosure should address both material holdings and aggregate holdings that:

•

 have an ownership interest in Beneficient; or

•

 have provided credit or funds that have a priority interest in Beneficient or its component parts, or in the
event of bankruptcy, compared to the common shareholders.

 Please further discuss the conflict of interest that
could arise from a conflict between Mr. Heppner’s financial interests and those of Beneficient’s shareholders.

 Response: The Company
acknowledges the Staff’s comment and has included a separately captioned risk factor in accordance with the Staff’s comment on pages 54-56 of Amendment No. 2.

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

 Payments to our Chief Executive Officer, page 213

2.
 We note your response to our prior comment 2 and reissue in part. We further note the table beginning on
page 214. For each item in the table, please include in a separate column the total dollar amount paid to or for the benefit of Mr. Heppner or his affiliates.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 215–226 of Amendment No. 2 accordingly.
We note for the Staff that the Company has included financial information in respect of related party transactions in the table through June 30, 2023, the Company’s last balance sheet date. Additionally, we respectfully advise the Staff
that, other than the amount of additional interest that has accrued to principal pursuant to the terms of the HCLP Loan Agreement since June 30, 2023, the Company has advised us that there are no additional related party transactions in excess
of $120,000 for the period beginning June 30, 2023 through the date hereof.

 *  *  *  *  *  *

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

September 25, 2023

  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

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

United States securities and exchange commission logo
September 14, 2023
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re:Beneficient
Amendment No. 1 to Form S-1
Filed July 19, 2023
File No. 333-273326
Dear Brad K. Heppner:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 10, 2023 letter.
Amendment No. 1 to Form S-1 filed August 31, 2023
Risk Factors
We engage in related party transactions, which may result in conflicts of interest, page 53
1.We note your response to comment 8. Please expand this  risk factor to specifically
address any payments or other interests held by your CEO, Brad Heppner, directly or as a
beneficial owner/beneficiary, whether held through trusts, or other holdings. The
disclosure should address both material holdings and aggregate holdings that:
•have an ownership interest in Beneficient; or
•have provided credit or funds that have a priority interest in Beneficient or its
component parts, or in the event of bankruptcy, compared to the common
shareholders.

 FirstName LastNameBrad K. Heppner
 Comapany NameBeneficient
 September 14, 2023 Page 2
 FirstName LastName
Brad K. Heppner
Beneficient
September 14, 2023
Page 2
Please further discuss the conflict of interest that could arise from a conflict between Mr.
Heppner’s financial interests and those of Beneficient’s shareholders.
Payments to our Chief Executive Officer, page 213
2.We note your response to our prior comment 2 and reissue in part. We further note the
table beginning on page 214. For each item in the table, please include in a separate
column the total dollar amount paid to or for the benefit of Mr. Heppner or his affiliates.
            Please contact Robert Arzonetti at (202) 551-8819 or Christian Windsor, Legal Branch
Chief, at (202) 551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Matthew L. Fry

CORRESP
1
filename1.htm

CORRESP

 August 30, 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

Post-Effective Amendment No. 1 on Form S-1 to Form S-4

 Filed July 19, 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 August 10, 2023, regarding the Company’s
Post-Effective Amendment No. 1 on Form S-1 to Form S-4 (the “Post-Effective Amendment”) filed with the Commission on July 19, 2023. In connection
with this letter, an amendment to the Post-Effective Amendment (“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.

 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. 333-237336) in response to the staff’s comments on that registration statement.

 Response: The Company acknowledges the Staff’s comment and has revised Amendment No. 1 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).

 Incorporation by Reference, page 44

2.
 Please revise your prospectus to remove this section or provide us with your analysis regarding your
eligibility to incorporate by reference on Form S-1. In this regard, we note that companies that were either shell companies or blank check companies during the past three years are ineligible to incorporate
by reference on Form S-1. Please refer to General Instruction VII.D of Form S-1. Revise Form S-1 to provide all disclosure
required by the form that currently is incorporated by reference, including, but not limited to the management’s discussion and analysis, financial statements, risk factors and the description of your business.

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

August 30, 2023

  Page
 2

 Response: The Company has revised Amendment No. 1 to remove the section
“Incorporation by Reference” and has included the information previously incorporated by reference therein. However, the Company respectfully disagrees with the Staff’s conclusion that the Company’s “predecessor” is a
shell company, and as a result, the Company is ineligible to incorporate by reference.

 Instruction VII.D of Form S-1 provides that a registrant may incorporate by reference if, among other things, the registrant is not and during the past three years neither the registrant nor any of its predecessors was: (a) a blank
check company as defined in Rule 419(a)(2); (b) a shell company, other than a business combination related shell company, each as defined in Rule 405 of Regulation C (“Rule 405”); or (c) a registrant for an offering of penny stock as
defined in Rule 3a51-1 of the Securities and Exchange Act of 1934, as amended. Rule 405 defines predecessor as “a person the major portion of the business and assets of which another person acquired in a
single succession, or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.”

The Company believes that the structure of its business combination transaction with Avalon Acquisition Inc., a Delaware corporation
(“Avalon” and such transaction, the “Business Combination”), and related transactions support the determination that the Company is not prohibited from incorporating by reference in a registration statement on Form S-1 because (i) the Company has never been a blank check company, a shell company or a registrant for the offering of penny stock and (ii) Avalon should not be considered a “predecessor” of the
Company.

 The Company believes that the structure of the Business Combination with Avalon is distinguishable from the traditional de-SPAC structures contemplated by the Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies issued March 31, 2021. In a traditional
de-SPAC structure, a shell company acquires a target operating company by issuing shares of the shell company’s stock to the holders of the target, and by virtue of such transaction, the shell company
remains the issuer with listed securities and becomes an operating company by succeeding to the business of the target. In an alternative de-SPAC “double dummy” structure, a new holding company with
no operations is formed to facilitate the business combination, and such holding company becomes the listed issuer following the transaction. In both such cases, the listed issuer would have previously been a shell company, other than a business
combination related shell company, as defined in Rule 405.

 By contrast, in the Business Combination, at no point was the company that is
now the listed issuer, Beneficient, a shell company. Prior to closing the Business Combination, the Company had operations and converted from a Delaware limited partnership named “The Beneficient Company Group, L.P.” (“BCG”) into
a Nevada corporation named “Beneficient” (the “Conversion”). Pursuant to the terms of the Business Combination Agreement, dated September 21, 2022, by and among BCG, Avalon, Beneficient Merger Sub I, Inc., a Delaware
corporation and direct, wholly-owned subsidiary of BCG (“Merger Sub I”), and Beneficient Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of BCG (“Merger Sub II”), on June 7, 2023,
Merger Sub I merged with and into Avalon (the “Avalon Merger”), with Avalon surviving the Avalon Merger (the “Avalon Merger Surviving Company”) as a wholly-owned subsidiary of the Company (the closing of the Avalon Merger, the
“Closing”). On June 16, 2023, the Avalon Merger Surviving Company merged with and into Merger Sub II (the “LLC Merger”) with Merger Sub II surviving the LLC Merger as a wholly-owned subsidiary of the Company. The Company has
advised us that it intends to dissolve Merger Sub II in due course. Beneficient structured the Business Combination transaction in such fashion for purposes of conforming with provisions in its governing documents concerning a public listing and not
for the purpose of avoiding having been a former shell company.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 3

 In addition, the Company believes that Avalon does not meet the definition of a
“predecessor” of the Company under Rule 405 because the Company did not acquire the “major portion of the business or assets” of Avalon. With respect to the business of Avalon, the stated business purpose of Avalon was to
“effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.” In contrast, Beneficient’s business is to finance transactions that provide mid-to-high net worth individuals and small-to-midsized institutions with early exit solutions
for their alternative asset investments. What limited business Avalon conducted prior to Closing ceased at the Closing and has not continued at Beneficient. Therefore, Beneficient does not believe that it acquired any of the business of Avalon. The
accounting treatment for the Business Combination also supports the conclusion that Beneficient did not succeed to the business of Avalon. Due to the limited business conducted by Avalon, the Business Combination was accounted for as a capital
transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, the Company was treated as the accounting acquirer and Avalon was treated as the acquired company for financial
reporting purposes per ASC 805. Accordingly, for accounting purposes, the Business Combination was treated similar to an equity contribution in exchange for the issuance of shares of common stock. Accordingly, the Company does not believe that it
acquired the “major portion of the business” of Avalon.

 Further, the Company believes it did not acquire the major assets of
Avalon pursuant to the definition of “predecessor” in Rule 405. As a special purpose acquisition company, Avalon’s primary asset was its trust account into which the net proceeds of Avalon’s initial public offering were deposited
for the benefit of Avalon’s public stockholders (the “Trust Account”). Immediately prior to the Closing, the value of the Trust Account was approximately $218 million. To satisfy Avalon stockholder redemptions, immediately prior
to Closing, approximately $191 million was removed from the Trust Account to pay such redeeming stockholders. Furthermore, at Closing, Avalon directed that $26.1 million be deducted from the Trust Account to cover transaction expenses,
leaving only $1.8 million, or approximately 0.8% of the assets in the Trust Account immediately prior to Closing, in the Trust Account to be retained by the Avalon Merger Surviving Company following the Closing. Because substantially all of the
assets of Avalon at the time of the Business Combination were used to pay redeeming stockholders and the vast majority of the assets of Avalon following the redemption were used at Closing per Avalon’s direction to pay transaction expenses, the
Company did not acquire the “major assets” of Avalon. Therefore, the Company does not believe that Avalon should be considered the Company’s predecessor for the purposes of determining its eligibility to incorporate by reference under
Instruction VII.D of Form S-1.

 *       *
      *       *       *       *

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 4

 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

CORRESP
1
filename1.htm

CORRESP

 August 30, 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

Registration Statement on Form S-1

Filed July 19, 2023

File No. 333-273326

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 August 10, 2023, regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed with the Commission on July 19, 2023. 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-1 filed July 19, 2023

General

1.
 We note that you have incorporated by reference disclosure from your
10-K and other existing Exchange Act filings. Since Beneficient is a successor issuer to a shell company, you do not appear to be eligible to incorporate by reference, and will not be able to do so until three
years after the completion of the business combination. Please refer to General Instruction VII.D of Form S-1 and refer to the Staff Statement on Select Issues Pertaining to Special Purpose Acquisition
Companies issued March 31, 2021. Revise the Form S-1 to provide all disclosure required by the form that currently is incorporated by reference, including, but not limited to the management’s
discussion and analysis, financial statements, risk factors and the description of your business.

 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

August 30, 2023

  Page
 2

 Response: The Company has revised Amendment No. 1 to remove the section
“Incorporation by Reference” and has included the information previously incorporated by reference therein. However, the Company respectfully disagrees with the Staff’s conclusion that the Company’s “predecessor” is a
shell company, and as a result, the Company is ineligible to incorporate by reference.

 Instruction VII.D of Form S-1 provides that a registrant may incorporate by reference if, among other things, the registrant is not and during the past three years neither the registrant nor any of its predecessors was: (a) a blank
check company as defined in Rule 419(a)(2); (b) a shell company, other than a business combination related shell company, each as defined in Rule 405 of Regulation C (“Rule 405”); or (c) a registrant for an offering of penny stock as
defined in Rule 3a51-1 of the Securities and Exchange Act of 1934, as amended. Rule 405 defines predecessor as “a person the major portion of the business and assets of which another person acquired in a
single succession, or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.”

The Company believes that the structure of its business combination transaction with Avalon Acquisition Inc., a Delaware corporation
(“Avalon” and such transaction, the “Business Combination”), and related transactions support the determination that the Company is not prohibited from incorporating by reference in a registration statement on Form S-1 because (i) the Company has never been a blank check company, a shell company or a registrant for the offering of penny stock and (ii) Avalon should not be considered a “predecessor” of the
Company.

 The Company believes that the structure of the Business Combination with Avalon is distinguishable from the traditional de-SPAC structures contemplated by the Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies issued March 31, 2021. In a traditional
de-SPAC structure, a shell company acquires a target operating company by issuing shares of the shell company’s stock to the holders of the target, and by virtue of such transaction, the shell company
remains the issuer with listed securities and becomes an operating company by succeeding to the business of the target. In an alternative de-SPAC “double dummy” structure, a new holding company with
no operations is formed to facilitate the business combination, and such holding company becomes the listed issuer following the transaction. In both such cases, the listed issuer would have previously been a shell company, other than a business
combination related shell company, as defined in Rule 405.

 By contrast, in the Business Combination, at no point was the company that is
now the listed issuer, Beneficient, a shell company. Prior to closing the Business Combination, the Company had operations and converted from a Delaware limited partnership named “The Beneficient Company Group, L.P.” (“BCG”) into
a Nevada corporation named “Beneficient” (the “Conversion”). Pursuant to the terms of the Business Combination Agreement, dated September 21, 2022, by and among BCG, Avalon, Beneficient Merger Sub I, Inc., a Delaware
corporation and direct, wholly-owned subsidiary of BCG (“Merger Sub I”), and Beneficient Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of BCG (“Merger Sub II”), on June 7, 2023,
Merger Sub I merged with and into Avalon (the “Avalon Merger”), with Avalon surviving the Avalon Merger (the “Avalon Merger Surviving Company”) as a wholly-owned subsidiary of the Company (the closing of the Avalon Merger, the
“Closing”). On June 16, 2023, the Avalon Merger Surviving Company merged with and into Merger Sub II (the “LLC Merger”) with Merger Sub II surviving the LLC Merger as a wholly-owned subsidiary of the Company. The Company has
advised us that it intends to dissolve Merger Sub II in due course. Beneficient structured the Business Combination transaction in such fashion for purposes of conforming with provisions in its governing documents concerning a public listing and not
for the purpose of avoiding having been a former shell company.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 3

 In addition, the Company believes that Avalon does not meet the definition of a
“predecessor” of the Company under Rule 405 because the Company did not acquire the “major portion of the business or assets” of Avalon. With respect to the business of Avalon, the stated business purpose of Avalon was to
“effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.” In contrast, Beneficient’s business is to finance transactions that provide mid-to-high net worth individuals and small-to-midsized institutions with early exit solutions
for their alternative asset investments. What limited business Avalon conducted prior to Closing ceased at the Closing and has not continued at Beneficient. Therefore, Beneficient does not believe that it acquired any of the business of Avalon. The
accounting treatment for the Business Combination also supports the conclusion that Beneficient did not succeed to the business of Avalon. Due to the limited business conducted by Avalon, the Business Combination was accounted for as a capital
transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, the Company was treated as the accounting acquirer and Avalon was treated as the acquired company for financial
reporting purposes per ASC 805. Accordingly, for accounting purposes, the Business Combination was treated similar to an equity contribution in exchange for the issuance of shares of common stock. Accordingly, the Company does not believe that it
acquired the “major portion of the business” of Avalon.

 Further, the Company believes it did not acquire the major assets of
Avalon pursuant to the definition of “predecessor” in Rule 405. As a special purpose acquisition company, Avalon’s primary asset was its trust account into which the net proceeds of Avalon’s initial public offering were deposited
for the benefit of Avalon’s public stockholders (the “Trust Account”). Immediately prior to the Closing, the value of the Trust Account was approximately $218 million. To satisfy Avalon stockholder redemptions, immediately prior
to Closing, approximately $191 million was removed from the Trust Account to pay such redeeming stockholders. Furthermore, at Closing, Avalon directed that $26.1 million be deducted from the Trust Account to cover transaction expenses,
leaving only $1.8 million, or approximately 0.8% of the assets in the Trust Account immediately prior to Closing, in the Trust Account to be retained by the Avalon Merger Surviving Company following the Closing. Because substantially all of the
assets of Avalon at the time of the Business Combination were used to pay redeeming stockholders and the vast majority of the assets of Avalon following the redemption were used at Closing per Avalon’s direction to pay transaction expenses, the
Company did not acquire the “major assets” of Avalon. Therefore, the Company does not believe that Avalon should be considered the Company’s predecessor for the purposes of determining its eligibility to incorporate by reference under
Instruction VII.D of Form S-1.

2.
 A July 2023 Wall Street Journal article reported that millions of dollars in payments were made from you to
your CEO, Brad Heppner, and his related entities including:

•

 $156.5 million to HCLP Nominees, L.L.C, a Hepner-related financial trust;

•

 $14.2 million to Bradley Capital Company, L.L.C., which was used to pay for a private jet; and

•

 $3.1 million to The Heppner Endowment for Research Organizations, L.L.C. (“HERO”) and Research
Ranch Operating Company, L.L.C. (“RROC”), which are related to the Bradley Oaks Ranch (Mr. Hepner’s ranch).

We also note that you disclose a number of related party transactions with entities that Mr. Heppner has an interest. In order for
investors to better understand the extent of Mr. Heppner’s interest my be different from your shareholders, provide a tabular presentation detailing all payments made to Mr. Heppner as well as to present any rights to payments,
securities or other cash flows that are senior to those of your common shareholders.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 4

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on pages 215 to 220 of Amendment No. 1 to include a tabular disclosure describing payments made to Mr. Heppner for his benefit for the periods required to be disclosed in the Form S-1 by
relevant items of Regulation S-K as well as a description of equity interests held by Mr. Heppner or entities in which he has an interest.

3.
 Please provide all of the information required by the applicable provisions of Item 404 of Regulation S-K, including the following:

•

 On page 170 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, you stated that Messrs. Jon and Steven Sabes contributed 1,452,155 shares of GWG’s common stock to a limited liability company (“SPV”) owned by a Related Entity and an entity held by one of the current directors
of Ben Management, the general partner of BCG, in exchange for certain equity interests in the SPV. “Related Entity” or “Related Entities” include certain trusts that are directly or indirectly controlled by your CEO, Brad
Heppner, and those entities are directly or indirectly held by such trusts. Please disclose the names of the Related Entities, Mr. Heppner’s relationship with the Related Entities, and the amount of shares received by each Related Entity,
etc.

•

 On pages 170 to 171 of your annual report on Form 10-K for fiscal year
ended March 31, 2023, you stated that on May 31, 2019, certain trusts included in the ExAlt Plan (the “LiquidTrust Borrowers”) executed a Promissory Note payable to GWG Life for a principal amount of $65.0 million that
matures on June 30, 2023. Please disclose the names of the trusts and the basis on which such trusts are related persons.

•

 On pages 172 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, you stated that on May 15, 2020, you, through your BCC subsidiary, executed a term sheet with the lender, HCLP, a Related Entity, to amend the First Lien Credit Agreement and Second Lien Credit Agreement dated
September 1, 2017 and December 28, 2018, respectively. Please disclose the basis on which HCLP is a related person.

•

 On page 174 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, you stated that in connection with the Second Amended and Restated Agreements, BHI, a Related Entity that owns a majority of the Class S Ordinary Units, Class S Preferred Units, Preferred
A-0 Unit Accounts, Preferred A-1 Unit Accounts, and BCH FLP-1 Unit Accounts issued by BCH, will grant certain tax related
concessions to HCLP as may be mutually agreed upon between the parties. Please disclose the basis on which BHI is a related person.

•

 On page 175 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Relationship with Ben Securities,” you made a general statement that Ben Securities creates various conflicts of interest and incentives because, through your ownership of Ben Securities, you and
your owners and employees receive profit participation, equity incentives or similar benefits, including your CEO, Ben Heppner. Please disclose names of the related persons, and the approximate dollar amount involved in the transactions, etc. as
required by Item 404 of Regulation S-K.

•

 On page 178 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Administrative Services Agreement between Constitution Private Capital Company, L.L.C. (“Constitution”) and Beneficient USA, you stated that Constitution is an entity owned 50.5% by BHI and
49.5% by BMP and that it was acquired by a Related Entity in 1996. You further state on page 20 of your Form 10-K that BMP is owned by certain of your directors and senior employees. Please disclose the
Related Entity that purchased Constitution, the identity and ownership percentages of the directors/employees that own BMP, as well as any relationship between Constitution/BMP and your CEO Brad Heppner.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 5

•

 On page 178 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Relationship with The Heppner Endowment for Research Organizations, L.L.C. (‘HERO’) and Research Ranch Operating Company, L.L.C. (‘RROC’), you stated that HERO and RROC are indirectly
owned by a Related Entity. Please disclose the Related Entity, any relationship between the Related Entity and your CEO, Brad Heppner.

•

 On page 179 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Relationship between Ben and Hicks Holdings LLC,” you stated that Hicks Holdings LLC, an entity associated with one of your current directors, is one of the owners and serves as the manager of a
limited liability company and that a Relat

CORRESP
1
filename1.htm

CORRESP

 August 30, 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 Tonya Aldave

Re:

 Beneficient

 Registration Statement on
Form S-1

 Filed July 19, 2023

File No. 333-273328

 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 August 10, 2023, regarding the Company’s Registration Statement on
Form S-1 (the “Registration Statement”) filed with the Commission on July 19, 2023. 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-1

General

1.
 Please expand your discussion to reflect the fact that this offering and the two additional registration
statements on Form S-1 filed on July 19, 2023 involve the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common
stock. Your discussion should highlight the fact that selling shareholders will be able to sell all of their shares for so long as the registration statements are available for use.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 60 of Amendment No. 1
accordingly.

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

August 30, 2023

  Page
 2

2.
 Please expand your discussion of capital resources subsection of the management’s discussion and
analysis section to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital. In this regard we note that you have filed several registration statements on July 19, 2023 that may result in the significant number of redemptions and that it is unlikely that you will receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of your Class A common stock.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 148 of Amendment No. 1
accordingly.

3.
 On July 28, 2023, the Wall Street Journal article entitled “2 Billion Default Followed Warnings to
Everyone but Investors” reported that millions of dollars in payments were made from you to your CEO, Brad Heppner, and his related entities including:

•

 $156.5 million to HCLP Nominees, L.L.C, a Hepner-related financial trust;

•

 $14.2 million to Bradley Capital Company, L.L.C., which was used to pay for a private jet; and

•

 $3.1 million to The Heppner Endowment for Research Organizations, L.L.C. (“HERO”) and Research
Ranch Operating Company, L.L.C. (“RROC”), which are related to the Bradley Oaks Ranch (Mr. Hepner’s ranch)

We also note that you disclose a number of related party transactions with entities that Mr. Heppner has an interest. In order for
investors to better understand the extent of Mr. Heppner’s interest my be different from your shareholders, provide a tabular presentation detailing all payments made to Mr. Heppner as well as to present any rights to payments,
securities or other cash flows that are senior to those of your common shareholders.

 Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on pages 216 to 221 of Amendment No. 1 to include a tabular disclosure describing payments made to Mr. Heppner for his benefit for the periods required to be disclosed in the Form S-1 by relevant items of Regulation S-K as well as a description of equity interests held by Mr. Heppner or entities in which he has an interest.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 3

4.
 Please provide all of the information required by the applicable provisions of Item 404 of Regulation S-K, including the following:

•

 On page 170 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, you stated that Messrs. Jon and Steven Sabes contributed 1,452,155 shares of GWG’s common stock to a limited liability company (“SPV”) owned by a Related Entity and an entity held by one of the current directors
of Ben Management, the general partner of BCG, in exchange for certain equity interests in the SPV. “Related Entity” or “Related Entities” include certain trusts that are directly or indirectly controlled by your CEO, Brad
Heppner, and those entities are directly or indirectly held by such trusts. Please disclose the names of the Related Entities, Mr. Heppner’s relationship with the Related Entities, and the amount of shares received by each Related Entity.

•

 On pages 170 to 171 of your annual report on Form 10-K for fiscal year
ended March 31, 2023, you stated that on May 31, 2019, certain trusts included in the ExAlt Plan (the “LiquidTrust Borrowers”) executed a Promissory Note payable to GWG Life for a principal amount of $65.0 million that
matures on June 30, 2023. Please disclose the names of the trusts and the basis on which such trusts are related persons.

•

 On pages 172 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, you stated that on May 15, 2020, you, through your BCC subsidiary, executed a term sheet with the lender, HCLP, a Related Entity, to amend the First Lien Credit Agreement and Second Lien Credit Agreement dated
September 1, 2017 and December 28, 2018, respectively. Please disclose the basis on which HCLP is a related person.

•

 On page 174 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, you stated that in connection with the Second Amended and Restated Agreements, BHI, a Related Entity that owns a majority of the Class S Ordinary Units, Class S Preferred Units, Preferred
A-0 Unit Accounts, Preferred A-1 Unit Accounts, and BCH FLP-1 Unit Accounts issued by BCH, will grant certain tax related
concessions to HCLP as may be mutually agreed upon between the parties. Please disclose the basis on which BHI is a related person.

•

 On page 175 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Relationship with Ben Securities,” you made a general statement that Ben Securities creates various conflicts of interest and incentives because, through your ownership of Ben Securities, you and
your owners and employees receive profit participation, equity incentives or similar benefits, including your CEO, Ben Heppner. Please disclose names of the related persons, and the approximate dollar amount involved in the transactions, as required
by Item 404 of Regulation S-K.

•

 On page 178 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Administrative Services Agreement between Constitution Private Capital Company, L.L.C. (‘Constitution’) and Beneficient USA,” you stated that Constitution is an entity owned 50.5% by BHI
and 49.5% by BMP and that it was acquired by a Related Entity in 1996. You further state on page 20 of your Form 10-K that BMP is owned by certain of your directors and senior employees. Please disclose the
Related Entity that purchased Constitution, the identity and ownership percentages of the directors/employees that own BMP, as well as any relationship between Constitution/BMP and your CEO Brad Heppner.

•

 On page 178 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Relationship with The Heppner Endowment for Research Organizations, L.L.C. (‘HERO’) and Research Ranch Operating Company, L.L.C. (‘RROC’),” you stated that HERO and RROC are
indirectly owned by a Related Entity. Please disclose the Related Entity, any relationship between the Related Entity and your CEO, Brad Heppner. On page 179 of your

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 4

annual report on Form 10-K for fiscal year ended March 31, 2023, under the heading “Relationship between Ben and Hicks Holdings LLC,” you
stated that Hicks Holdings LLC, an entity associated with one of your current directors, is one of the owners and serves as the manager of a limited liability company and that a Related Entity also has ownership in the limited liability company.
Please disclose the director associated with Hicks Holdings, the name of the limited liability company Hicks Holdings serves as a manager of, and the name of the Related Entity that has any ownership in the limited liability company.

•

 On page 180 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Services provided by representatives of Ben and the trusts associated with the loans,” you stated that an independent party currently serves as trustee for the LiquidTrusts and certain of the other
trusts in the associated ExAlt Plan but that previously an employee of yours and another individual served as cotrustees for these trusts. Please disclose the names of the other trusts, the names of the employee and the other individual that served
as co-trustees if those parties remain your related parties to or any of your subsidiaries.

•

 On page 185 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “BCH FLP Unit Accounts,” you stated that BCH issued the BCH FLP-3 Unit Accounts to an entity controlled and directly or indirectly owned by your CEO, Brad
Heppner. Please disclose the name of the entity in question and Mr. Heppner’s role in and ownership of such entity.

Response: The Company acknowledges the Staff’s comment and, except as provided below, has revised the disclosure throughout
Amendment No. 1 accordingly.

 With respect to the disclosure under the heading, “Relationship with Ben Securities,” the
Company acknowledges the Staff’s comment and respectfully advises the Staff that the disclosure concerning Ben Securities was not included in response to Item 404 of Regulation S-K; rather, it was
included to provide disclosure concerning the potential conflicts of interest that could arise or be perceived due to the nature of certain interests held by the Company’s officers, employees and directors. While certain allocations based on
the revenue of Ben Securities are made pursuant to the BCH Eighth A&R LPA to BHI, as a result of its ownership of the BCH FLP-1 Unit Accounts, and to BMP, as a result of its ownership of the BCH FLP-2 Unit Accounts, such allocations are based in part on the overall performance of Ben Securities and are not derived from specific transactions between Ben Securities and the Company. In addition, to the extent
any executive officers receive any commissions or other compensation relating to any specific transactions involving Ben Securities, such compensation would be reported under Item 402 of Regulation S-K if the
executive officer would have been a named executive officer and, pursuant to Instruction 5 of Item 404 of Regulation S-K, no disclosure would be required. The Company respectfully maintains that there are no
specific transactions involving Ben Securities that would be reportable under Item 404 of Regulation S-K and therefore, the Company believes that its relationship with Ben Securities does not constitute a
related party transaction under Item 404 of Regulation S-K. Accordingly, the Company has relocated the disclosure under the heading “Relationship with Ben Securities” within the section “Certain
Relationships and Related Party Transactions” and has clarified that it does not believe there are any reportable transactions between the Company and Ben Securities pursuant to Item 404 of Regulation
S-K.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 5

 Prospectus Summary

Forward Purchase Agreement, page 9

5.
 We note your disclosure related to the Prepaid Forward Purchase Agreement between you and RiverNorth SPAC
Arbitrage Fund. Please revise to disclose who RiverNorth agreed to purchase the shares from. In this regard we note that Section (1)(a)(i) of the Form of Prepaid Forward Purchase Agreement filed as Exhibit 10.27 refers to “redeeming
shareholders” without identifying the shareholders. In addition, disclose if any of the redeeming shareholders are your related parties. If applicable, include this agreement in the related party transactions section of the registration
statement or advise.

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on pages 10 and 11 of Amendment No. 1 to disclose that, to the Company’s knowledge, RiverNorth did not purchase any shares under the Forward Purchase Agreement from related parties of the Company.

Risk Factors, page 13

6.
 Please include an additional risk factor highlighting the negative pressure potential sales of shares
pursuant to this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale on the two additional registration
statements on Form S-1 filed on July 19, 2023, as well as the securities that may be sold by RiverNorth under the forward purchase agreement. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, some of the selling securityholders have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 60 of
Amendment No. 1 accordingly.

7.
 We note that on page 55 of your Annual Report on Form 10-K for
fiscal year ended March 31, 2023, you stated that on June 29, 2023 you had received a Wells Notice from the staff of the SEC’s Division of Enforcement, “stating that the Staff has made a preliminary determination to recommend
that the SEC file a civil enforcement action against [you] alleging violations of certain provisions of the Securities Act and the Securities Exchange Act relating to your association with GWG Holdings.” We further note that you stated other
parties, including your CEO, Brad Heppner, also received Wells Notices related to the investigation of GWG Holdings. Please revise your description of the SEC investigation to provide the information required under Item 103 of Regulation S-K, in particular a description of the factual basis alleged to underlie the contemplated proceedings. Please also revise to include a separate risk factor that discusses any potential material consequences and
penalties you may face if the SEC proceeds with enforcement actions related to the Wells Notice including financial penalties and sanctions and the risk of losing the ability to sell securities using the Regulation D exemption.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 46, 47,
193 and 194 of Amendment No. 1 to provide additional information

CORRESP
1
filename1.htm

CORRESP

 August 30, 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 Tonya Aldave

Re:
 Beneficient

Registration Statement on Form S-1

Filed July 19, 2023

File No. 333-273322

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 August 10, 2023, regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed with the Commission on July 19, 2023. 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-1

General

1.
 Please disclose in the prospectus summary, risk factors and MD&A sections, the exercise price of the
warrants compared to the market price of the underlying securities. Because the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Please also disclose that cash proceeds associated with
the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on
hand.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 7,
8, 73 and 144 of Amendment No. 1 accordingly.

2.
 Please revise your prospectus to disclose that while the sponsor, private placement investors or other
selling shareholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price. Please also include appropriate risk factor disclosure.

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

August 30, 2023

  Page
 2

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on pages 7, 8 and 56 of Amendment No. 1 accordingly.

3.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any
changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 144 and
145 of Amendment No. 1 accordingly.

4.
 Please expand your discussion to reflect the fact that this offering and the two additional registration
statements on Form S-1 filed on July 19, 2023 involve the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common
stock. Your discussion should highlight the fact that selling shareholders will be able to sell all of their shares for so long as the registration statements are available for use.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 56 of Amendment No. 1
accordingly.

5.
 On July 28, 2023, the Wall Street Journal article entitled “2 Billion Default Followed Warnings to
Everyone but Investors” reported that millions of dollars in payments were made from you to your CEO, Brad Heppner, and his related entities including:

•

 $156.5 million to HCLP Nominees, L.L.C, a Hepner-related financial trust;

•

 $14.2 million to Bradley Capital Company, L.L.C., which was used to pay for a private jet; and

•

 $3.1 million to The Heppner Endowment for Research Organizations, L.L.C. (“HERO”) and Research
Ranch Operating Company, L.L.C. (“RROC”), which are related to the Bradley Oaks Ranch (Mr. Hepner’s ranch).

We also note that you disclose a number of related party transactions with entities that Mr. Heppner has an interest. In order for
investors to better understand the extent of Mr. Heppner’s interest my be different from your shareholders, provide a tabular presentation detailing all payments made to Mr. Heppner as well as to present any rights to payments,
securities or other cash flows that are senior to those of your common shareholders.

 Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on pages 213 to 218 of Amendment No. 1 to include a tabular disclosure describing payments made to Mr. Heppner for his benefit for the periods required to be disclosed in the Form S-1 by relevant items of Regulation S-K as well as a description of equity interests held by Mr. Heppner or entities in which he has an interest.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 3

6.
 Please provide all of the information required by the applicable provisions of Item 404 of Regulation S-K, including the following:

•

 On page 170 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, you stated that Messrs. Jon and Steven Sabes contributed 1,452,155 shares of GWG’s common stock to a limited liability company (“SPV”) owned by a Related Entity and an entity held by one of the current directors
of Ben Management, the general partner of BCG, in exchange for certain equity interests in the SPV. “Related Entity” or “Related Entities” include certain trusts that are directly or indirectly controlled by your CEO, Brad
Heppner, and those entities are directly or indirectly held by such trusts. Please disclose the names of the Related Entities, Mr. Heppner’s relationship with the Related Entities, and the amount of shares received by each Related Entity.

•

 On pages 170 to 171 of your annual report on Form 10-K for fiscal year
ended March 31, 2023, you stated that on May 31, 2019, certain trusts included in the ExAlt Plan (the “LiquidTrust Borrowers”) executed a Promissory Note payable to GWG Life for a principal amount of $65.0 million that
matures on June 30, 2023. Please disclose the names of the trusts and the basis on which such trusts are related persons.

•

 On pages 172 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, you stated that on May 15, 2020, you, through your BCC subsidiary, executed a term sheet with the lender, HCLP, a Related Entity, to amend the First Lien Credit Agreement and Second Lien Credit Agreement dated
September 1, 2017 and December 28, 2018, respectively. Please disclose the basis on which HCLP is a related person.

•

 On page 174 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, you stated that in connection with the Second Amended and Restated Agreements, BHI, a Related Entity that owns a majority of the Class S Ordinary Units, Class S Preferred Units, Preferred
A-0 Unit Accounts, Preferred A-1 Unit Accounts, and BCH FLP-1 Unit Accounts issued by BCH, will grant certain tax-related concessions to HCLP as may be mutually agreed upon between the parties. Please disclose the basis on which BHI is a related person.

•

 On page 175 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Relationship with Ben Securities,” you made a general statement that Ben Securities creates various conflicts of interest and incentives because, through your ownership of Ben Securities, you and
your owners and employees receive profit participation, equity incentives or similar benefits, including your CEO, Ben Heppner. Please disclose names of the related persons, and the approximate dollar amount involved in the transactions, as required
by Item 404 of Regulation S-K.

•

 On page 178 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Administrative Services Agreement between Constitution Private Capital Company, L.L.C. (‘Constitution’) and Beneficient USA,” you stated that Constitution is an entity owned 50.5% by BHI
and 49.5% by BMP and that it was acquired by a Related Entity in 1996. You further state on page 20 of your Form 10-K that BMP is owned by certain of your directors and senior employees. Please disclose the
Related Entity that purchased Constitution, the identity and ownership percentages of the directors/employees that own BMP, as well as any relationship between Constitution/BMP and your CEO, Brad Heppner.

•

 On page 178 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Relationship with The Heppner Endowment for Research Organizations, L.L.C. (‘HERO’) and Research Ranch Operating Company, L.L.C. (‘RROC’),” you stated that HERO and RROC are
indirectly owned by a Related Entity. Please disclose the Related Entity, any relationship between the Related Entity and your CEO, Brad Heppner.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 4

•

 On page 179 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Relationship between Ben and Hicks Holdings LLC,” you stated that Hicks Holdings LLC, an entity associated with one of your current directors, is one of the owners and serves as the manager of a
limited liability company and that a Related Entity also has ownership in the limited liability company. Please disclose the director associated with Hicks Holdings, the name of the limited liability company Hicks Holdings serves as a manager of,
and the name of the Related Entity that has any ownership in the limited liability company.

•

 On page 180 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “Services provided by representatives of Ben and the trusts associated with the loans,” you stated that an independent party currently serves as trustee for the LiquidTrusts and certain of the other
trusts in the associated ExAlt Plan but that previously an employee of yours and another individual served as co-trustees for these trusts. Please disclose the names of the other trusts, the names of the
employee and the other individual that served as co-trustees if those parties remain your related parties to or any of your subsidiaries.

•

 On page 185 of your annual report on Form 10-K for fiscal year ended
March 31, 2023, under the heading “BCH FLP Unit Accounts,” you stated that BCH issued the BCH FLP-3 Unit Accounts to an entity controlled and directly or indirectly owned by your CEO, Brad
Heppner. Please disclose the name of the entity in question and Mr. Heppner’s role in and ownership of such entity.

Response: The Company acknowledges the Staff’s comment and, except as provided below, has revised the disclosure throughout
Amendment No. 1 accordingly.

 With respect to the disclosure under the heading, “Relationship with Ben Securities,” the
Company acknowledges the Staff’s comment and respectfully advises the Staff that the disclosure concerning Ben Securities was not included in response to Item 404 of Regulation S-K; rather, it was
included to provide disclosure concerning the potential conflicts of interest that could arise or be perceived due to the nature of certain interests held by the Company’s officers, employees and directors. While certain allocations based on
the revenue of Ben Securities are made pursuant to the BCH Eighth A&R LPA to BHI, as a result of its ownership of the BCH FLP-1 Unit Accounts, and to BMP, as a result of its ownership of the BCH FLP-2 Unit Accounts, such allocations are based in part on the overall performance of Ben Securities and are not derived from specific transactions between Ben Securities and the Company. In addition, to the extent
any executive officers receive any commissions or other compensation relating to any specific transactions involving Ben Securities, such compensation would be reported under Item 402 of Regulation S-K if the
executive officer would have been a named executive officer and, pursuant to Instruction 5 of Item 404 of Regulation S-K, no disclosure would be required. The Company respectfully maintains that there are no
specific transactions involving Ben Securities that would be reportable under Item 404 of Regulation S-K and therefore, the Company believes that its relationship with Ben Securities does not constitute a
related party transaction under Item 404 of Regulation S-K. Accordingly, the Company has relocated the disclosure under the heading “Relationship with Ben Securities” within the section “Certain
Relationships and Related Party Transactions” and has clarified that it does not believe there are any reportable transactions between the Company and Ben Securities pursuant to Item 404 of Regulation
S-K.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

August 30, 2023

  Page
 5

 Prospectus Summary

Forward Purchase Agreement, page 5

7.
 We note your disclosure related to the Prepaid Forward Purchase Agreement between you and RiverNorth SPAC
Arbitrage Fund. Please revise to disclose who RiverNorth agreed to purchase the shares from. In this regard we note that Section (1)(a)(i) of the Form of Prepaid Forward Purchase Agreement filed as Exhibit 10.27 refers to “redeeming
shareholders” without identifying the shareholders. In addition, disclose if any of the redeeming shareholders are your related parties. If applicable, include this agreement in the related party transactions section of the registration
statement or advise.

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on pages 5 and 6 of Amendment No. 1 to disclose that, to the Company’s knowledge, RiverNorth did not purchase any shares under the Forward Purchase Agreement from related parties of the Company.

Risk Factors, page 9

8.
 Please include an additional risk factor highlighting the negative pressure potential sales of shares
pursuant to this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale on the two additional registration
statements on Form S-1 filed on July 19, 2023, as well as the securities that may be sold by RiverNorth under the forward purchase agreement. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, some of the selling securityholders have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 56 of
Amendment No. 1 accordingly.

9.
 We note that on page 55 of your Annual Report on Form 10-K for
fiscal year ended March 31, 2023, you stated that on June 29, 2023 you had received a Wells Notice from the staff of t

United States securities and exchange commission logo
August 10, 2023
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re:Beneficient
Registration Statement on Form S-1
Filed July 19, 2023
File No. 333-273322
Dear Brad K. Heppner:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.Please disclose in the prospectus summary, risk factors and MD&A sections, the exercise
price of the warrants compared to the market price of the underlying securities. Because
the warrants are out the money, please disclose the likelihood that warrant holders will not
exercise their warrants. Please also disclose that cash proceeds associated with the
exercises of the warrants are dependent on the stock price. As applicable, describe the
impact on your liquidity and update the discussion on the ability of your company to fund
your operations on a prospective basis with your current cash on hand.
2.Please revise your prospectus to disclose that while the sponsor, private placement
investors or other selling shareholders may experience a positive rate of return based on
the current trading price, the public securityholders may not experience a similar rate of

 FirstName LastNameBrad K. Heppner
 Comapany NameBeneficient
 August 10, 2023 Page 2
 FirstName LastNameBrad K. Heppner
Beneficient
August 10, 2023
Page 2
return on the securities they purchased due to differences in the purchase prices and the
current trading price. Please also include appropriate risk factor disclosure.
3.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
4.Please expand your discussion to reflect the fact that this offering and the two
additional registration statements on Form S-1 filed on July 19, 2023 involve the potential
sale of a substantial portion of shares for resale and discuss how such sales could impact
the market price of the company’s common stock. Your discussion should highlight the
fact that selling shareholders will be able to sell all of their shares for so long as the
registration statements are available for use.
5.On July 28, 2023, the Wall Street Journal article entitled "2 Billion Default Followed
Warnings to Everyone but Investors" reported that millions of dollars in payments were
made from you to your CEO, Brad Heppner, and his related entities including:
•$156.5 million to HCLP Nominees, L.L.C, a Hepner-related financial trust;
•$14.2 million to Bradley Capital Company, L.L.C., which was used to pay for a
private jet; and
•$3.1 million to The Heppner Endowment for Research Organizations, L.L.C.
(“HERO”) and Research Ranch Operating Company, L.L.C. ("RROC"), which are
related to the Bradley Oaks Ranch (Mr. Hepner's ranch).
We also note that you disclose a number of related party transactions with entities that Mr.
Heppner has an interest.  In order for investors to better understand the extent of Mr.
Heppner's interest my be different from your shareholders, provide a tabular presentation
detailing all payments made to Mr. Heppner as well as to present any rights to payments,
securities or other cash flows that are senior to those of your common shareholders.
6.Please provide all of the information required by the applicable provisions of Item 404 of
Regulation S-K, including the following:
•On page 170 of your annual report on Form 10-K for fiscal year ended March 31,
2023, you stated that Messrs. Jon and Steven Sabes contributed 1,452,155 shares of
GWG’s common stock to a limited liability company (“SPV”) owned by a Related
Entity  and an entity held by one of the current directors of Ben Management, the
general partner of BCG, in exchange for certain equity interests in the SPV. “Related
Entity” or "Related Entities" include certain trusts that are directly or indirectly
controlled by your CEO, Brad Heppner, and those entities are directly or indirectly
held by such trusts. Please disclose the names of the Related Entities, Mr. Heppner's
relationship with the Related Entities, and the amount of shares received by each
Related Entity.

 FirstName LastNameBrad K. Heppner
 Comapany NameBeneficient
 August 10, 2023 Page 3
 FirstName LastNameBrad K. Heppner
Beneficient
August 10, 2023
Page 3
•On pages 170 to 171 of your annual report on Form 10-K for fiscal year ended March
31, 2023, you stated that on May 31, 2019, certain trusts included in the ExAlt Plan
(the “LiquidTrust Borrowers”) executed a Promissory Note payable to GWG Life for
a principal amount of $65.0 million that matures on June 30, 2023. Please disclose
the names of the trusts and the basis on which such trusts are related persons.
•On pages 172 of your annual report on Form 10-K for fiscal year ended March 31,
2023, you stated that on May 15, 2020, you, through your BCC subsidiary, executed
a term sheet with the lender, HCLP, a Related Entity, to amend the First Lien Credit
Agreement and Second Lien Credit Agreement dated September 1, 2017 and
December 28, 2018, respectively. Please disclose the basis on which HCLP is a
related person.
•On page 174 of your annual report on Form 10-K for fiscal year ended March 31,
2023, you stated that in connection with the Second Amended and Restated
Agreements, BHI, a Related Entity that owns a majority of the Class S Ordinary
Units, Class S Preferred Units, Preferred A-0 Unit Accounts, Preferred A-1 Unit
Accounts, and BCH FLP-1 Unit Accounts issued by BCH, will grant certain tax-
related concessions to HCLP as may be mutually agreed upon between the parties.
Please disclose the basis on which BHI is a related person.
•On page 175 of your annual report on Form 10-K for fiscal year ended March 31,
2023, under the heading "Relationship with Ben Securities," you made a general
statement that Ben Securities creates various conflicts of interest and incentives
because, through your ownership of Ben Securities, you and your owners and
employees receive profit participation, equity incentives or similar benefits, including
your CEO, Ben Heppner. Please disclose names of the related persons, and the
approximate dollar amount involved in the transactions, as required by Item 404 of
Regulation S-K.
•On page 178 of your annual report on Form 10-K for fiscal year ended March 31,
2023, under the heading "Administrative Services Agreement between Constitution
Private Capital Company, L.L.C. ('Constitution') and Beneficient USA," you stated
that Constitution is an entity owned 50.5% by BHI and 49.5% by BMP and that it
was acquired by a Related Entity in 1996. You further state on page 20 of your Form
10-K that BMP is owned by certain of your directors and senior employees. Please
disclose the Related Entity that purchased Constitution, the identity and ownership
percentages of the directors/employees that own BMP, as well as any relationship
between Constitution/BMP and your CEO, Brad Heppner.
•On page 178 of your annual report on Form 10-K for fiscal year ended March 31,
2023, under the heading "Relationship with The Heppner Endowment for Research
Organizations, L.L.C. ('HERO') and Research Ranch Operating Company, L.L.C.
('RROC')," you stated that HERO and RROC are indirectly owned by a Related
Entity. Please disclose the Related Entity, any relationship between the Related Entity
and your CEO, Brad Heppner.
•On page 179 of your annual report on Form 10-K for fiscal year ended March 31,
2023, under the heading "Relationship between Ben and Hicks Holdings LLC," you

 FirstName LastNameBrad K. Heppner
 Comapany NameBeneficient
 August 10, 2023 Page 4
 FirstName LastName
Brad K. Heppner
Beneficient
August 10, 2023
Page 4
stated that Hicks Holdings LLC, an entity associated with one of your current
directors, is one of the owners and serves as the manager of a limited liability
company and that a Related Entity also has ownership in the limited liability
company. Please disclose the director associated with Hicks Holdings, the name of
the limited liability company Hicks Holdings serves as a manager of, and the name of
the Related Entity that has any ownership in the limited liability company.
•On page 180 of your annual report on Form 10-K for fiscal year ended March 31,
2023, under the heading "Services provided by representatives of Ben and the trusts
associated with the loans," you stated that an independent party currently serves as
trustee for the LiquidTrusts and certain of the other trusts in the associated ExAlt
Plan but that previously an employee of yours and another individual served as co-
trustees for these trusts. Please disclose the names of the other trusts, the names of the
employee and the other individual that served as co-trustees if those parties remain
your related parties to or any of your subsidiaries.
•On page 185 of your annual report on Form 10-K for fiscal year ended March 31,
2023, under the heading "BCH FLP Unit Accounts," you stated that BCH issued the
BCH FLP-3 Unit Accounts to an entity controlled and directly or indirectly owned by
your CEO, Brad Heppner. Please disclose the name of the entity in question and Mr.
Heppner's role in and ownership of such entity.
Prospectus Summary
Forward Purchase Agreement, page 5
7.We note your disclosure related to the Prepaid Forward Purchase Agreement between you
and RiverNorth SPAC Arbitrage Fund. Please revise to disclose who RiverNorth agreed to
purchase the shares from. In this regard we note that Section (1)(a)(i) of the Form of
Prepaid Forward Purchase Agreement filed as Exhibit 10.27 refers to "redeeming
shareholders" without identifying the shareholders. In addition, disclose if any of the
redeeming shareholders are your related parties. If applicable, include this agreement in
the related party transactions section of the registration statement or advise.
Risk Factors, page 9
8.Please include an additional risk factor highlighting the negative pressure potential sales
of shares pursuant to this registration statement could have on the public trading price of
the Class A common stock. To illustrate this risk, disclose the purchase price of the
securities being registered for resale on the two additional registration statements on Form
S-1 filed on July 19, 2023, as well as the securities that may be sold by RiverNorth under
the forward purchase agreement. Also disclose that even though the current trading price
is significantly below the SPAC IPO price, some of the selling securityholders have an
incentive to sell because they will still profit on sales because of the lower price that they
purchased their shares than the public investors.

 FirstName LastNameBrad K. Heppner
 Comapany NameBeneficient
 August 10, 2023 Page 5
 FirstName LastName
Brad K. Heppner
Beneficient
August 10, 2023
Page 5
9.We note that on page 55 of your Annual Report on Form 10-K for fiscal year ended
March 31, 2023, you stated that on June 29, 2023 you had received a Wells Notice from
the staff of the SEC’s Division of Enforcement, "stating that the Staff has made a
preliminary determination to recommend that the SEC file a civil enforcement action
against [you] alleging violations of certain provisions of the Securities Act and the
Securities Exchange Act relating to [your] association with GWG Holdings." We further
note that you stated other parties, including your CEO, Brad Heppner, also received Wells
Notices related to the investigation of GWG Holdings. Please revise your description of
the SEC investigation to provide the information required under Item 103 of Regulation S-
K, in particular a description of the factual basis alleged to underlie the contemplated
proceedings. Please also revise to include a separate risk factor that discusses any
potential material consequences and penalties you may face if the SEC proceeds with
enforcement actions related to the Wells Notice, including financial penalties and
sanctions and the risk of losing the ability to sell securities using the Regulation D
exemption.
10.Please provide a separate risk factor that discusses, in detail, the related party transfer of
funds received by you to related parties. In particular, the revised risk factor should
address any payments or other interests held by your CEO, Brad Heppner, directly or as a
beneficial owner/beneficiary, whether held through trusts, or other holdings. The
disclosure should address both material holdings and aggregate holdings that:
•have an ownership interest in Beneficient; or
•have provided credit or funds that have a priority interest in Beneficient or its
component parts, or in the event of bankruptcy, compared to the common
shareholders.
Please further discuss the conflict of interest that would arise.
11.We note your disclosure on page iv that GWG Holdings Inc., one of your significant
equity holders, filed a voluntary petition for reorganization under Chapter 11 of the United
States Bankruptcy Code, and the Bankruptcy Court for the Southern District of Texas
confirmed GWG Holdings Inc.’s bankruptcy plan. We further note that per your annual
report on Form 10-K for fiscal year ended March 31, 2023, GWG Holdings Inc. as of July
10, 2023 owned 169,751,487 shares or 72.4% of your Class A common stock. Please
include a separate risk factor discussing both quantitatively and qualitatively the possible
dilutive effect on your shares that could occur if the court orders the liquidation of GWG
Holdings Inc.'s assets, including its holdings of your Class A common stock, and the
selling of those shares in the open market.
12.We also note that you did not timely file a Form 10-K for the year ended March 31, 2023.
Please update and revise your risk factor section to state that you did not timely file the
report and that you may not be able to file timely in the future.

 FirstName LastNameBrad K. Heppner
 Comapany NameBeneficient
 August 10, 2023 Page 6
 FirstName LastName
Brad K. Heppner
Beneficient
August 10, 2023
Page 6
13.Because simultaneously with this offering your are also registering over 91 million shares
of Class A Common Stock under the equity line purchase agreement with  YA II PN, Ltd.,
please add risk factor disclosure to describe the dilutive effect of the formula or pricing
mechanist on your share price as the result of the equity line purchase agreement.
14.Revise to add a risk factor to disclose that the securities obtained by RiverNorth may
create an artificial ceiling for your securities, as the purchaser has an incentive to recover
its investment.  Also note that, if the market price for your securities remains below the
designated price, you may be obligated to issue senior preferred securities to RiverNorth,
and you may never gain access to the full $20 million in reserved funds.
Incorporation by Reference, page 57
15.Please revise your prospectus to remove this section or provide us with your analysis
regarding your eligibili

CORRESP
1
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CORRESP

 The Beneficient Company Group, L.P.

325 N. Saint Paul Street, Suite 4850

Dallas, Texas 75201

 (214) 445-4700

 May 11, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Madeleine Joy Mateo and John Dana Brown

RE:
 The Beneficient Company Group, L.P.

Registration Statement on Form S-4

SEC File No. 333-268741 (the “Registration Statement”)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended, The Beneficient Company Group, L.P. (the “Registrant”) respectfully requests that the U.S. Securities and Exchange Commission (the
“Commission”) declare the Registration Statement effective as of 10:00 a.m. Eastern Daylight Time, on May 12, 2023, or as soon as practicable thereafter.

The Registrant hereby authorizes Matthew L. Fry, of Haynes and Boone, LLP, to orally modify or withdraw this request for acceleration.

We request that we be notified of such effectiveness by a telephone call to Mr. Fry at (214)
651-5443, or in his absence Logan Weissler at (214) 651-5813, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared effective. We also
respectfully request that a copy of the written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Fry, via email at matt.fry@haynesboone.com. Please contact either of Messrs. Fry
or Weissler if you have any questions or concerns regarding this matter.

Very truly yours,

The Beneficient Company Group, L.P.

By:

/s/ Brad Heppner

Name:

Brad Heppner

Title:

Chief Executive Officer

United States securities and exchange commission logo
May 10, 2023
Brad K. Heppner
Chief Executive Officer
The Beneficient Company Group, L.P.
325 N. Saint Paul Street, Suite 4850
Dallas, TX 75201
Re:The Beneficient Company Group, L.P.
Amendment No. 4 to Registration Statement on Form S-4
Filed May 8, 2023
File No. 333-268741
Dear Brad K. Heppner:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 5, 2023 letter.
Amended Form S-4 Filed May 8, 2023
General
1.We note your response to comment 2 and reissue in part.  Please revise both of the
references to the Kansas Office of the State Bank Commissioner in the Competitive
Advantages discussion in the Letter from Ben’s Founder and CEO to clarify that it is only
your subsidiary BFF that is regulated by that body, and not the entire Beneficient
company.  In addition, revise every other reference to the OSBC in the prospectus to
explicitly state that while the OSBC regulates your subsidiary BFF, it does not regulate all
of Beneficient.

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 May 10, 2023 Page 2
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
May 10, 2023
Page 2
            You may contact Ben Phippen at 202-551-3697 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Mateo at 202-551-3465 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Matthew L. Fry

CORRESP
1
filename1.htm

CORRESP

 May 11, 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: John Dana Brown and Madeleine Joy Mateo

Re:
 The Beneficient Company Group, L.P.

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

Filed May 8, 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 May 10, 2023, regarding the Company’s
Amendment No. 4 to Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on May 8, 2023. In connection with this letter, a fifth amendment to the Registration Statement (“Amendment
No. 5”) 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. 5. Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in Amendment No. 5.

 Form S-4/A filed May 8, 2023

General

1
 We note your response to comment 2 and reissue in part. Please revise both of the references to the Kansas
Office of the State Bank Commissioner in the Competitive Advantages discussion in the Letter from Ben’s Founder and CEO to clarify that it is only your subsidiary BFF that is regulated by that body, and not the entire Beneficient company. In
addition, revise every other reference to the OSBC in the prospectus to explicitly state that while the OSBC regulates your subsidiary BFF, it does not regulate all of Beneficient.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure throughout the proxy statement/prospectus
accordingly.

 *     *     *     *     *
    *

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

May 11, 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

William N. Haddad, Esq., Venable LLP

Arif Soto, Esq., Venable LLP

Logan Weissler, Esq., Haynes and Boone, LLP

Alexa Cooper, Esq., Haynes and Boone, LLP

CORRESP
1
filename1.htm

CORRESP

 May 8, 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: John Dana Brown and Madeline Joy Mateo

Re:
 The Beneficient Company Group, L.P.

Amendment No. 3 to Registration Statement on Form S-4

Filed April 19, 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 May 5, 2023, regarding the Company’s Amendment No. 3 to Registration Statement on Form S-4 (the
“Registration Statement”) filed with the Commission on April 19, 2023. In connection with this letter, a fourth amendment to the Registration Statement (“Amendment No. 4”) 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. 4. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such
terms in Amendment No. 4.

 Form S-4/A filed April 19, 2023

General

1.
 We continue to consider your responses to comments regarding your status as an “investment
company” as defined in the Investment Company Act of 1940 and may have further comments.

 Response: The
Company acknowledges the Staff’s comment and respectfully requests the opportunity to discuss via telephone conference with the Staff at the Staff’s earliest convenience.

2.
 Please make each and every reference to the Office of the State Bank Commissioner, or OSBC, in your
prospectus explicitly clear that it is your subsidiary BFF that is regulated by that body, to avoid any implication that it regulates the entire Beneficient company.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure throughout the proxy statement/prospectus
accordingly.

 GWG filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code, page 56

3.
 We note your revised disclosure in response to comment 6. Please disclose here the specific ways in which
the uncertainties and risks associated with the Chapter 11 Cases and the OCB’s motion has negatively impacted investors’ willingness to engage with you.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 57 accordingly.

*     *     *     *     *     *

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

May 8, 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

William N. Haddad, Esq., Venable LLP

Arif Soto, Esq., Venable LLP

Logan Weissler, Esq., Haynes and Boone, LLP

Alexa Cooper, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
May 5, 2023
Brad K. Heppner
Chief Executive Officer
The Beneficient Company Group, L.P.
325 N. Saint Paul Street, Suite 4850
Dallas, TX 75201
Re:The Beneficient Company Group, L.P.
Amendment No. 3 to Registration Statement on Form S-4
Filed April 19, 2023
File No. 333-268741
Dear Brad K. Heppner:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 24, 2023 letter.
Form S-4/A filed April 19, 2023
General
1.We continue to consider your responses to comments regarding your status as an
“investment company” as defined in the Investment Company Act of 1940 and may have
further comments.
2.Please make each and every reference to the Office of the State Bank Commissioner, or
OSBC, in your prospectus explicitly clear that it is your subsidiary BFF that is regulated
by that body, to avoid any implication that it regulates the entire Beneficient company.

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 May 5, 2023 Page 2
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
May 5, 2023
Page 2
GWG filed a voluntary petition for reorganization under Chapter 11 of the United States
Bankruptcy Code, page 56
3.We note your revised disclosure in response to comment 6.  Please disclose here the
specific ways in which the uncertainties and risks associated with the Chapter 11 Cases
and the OCB’s motion has negatively impacted investors’ willingness to engage with you.
            You may contact Ben Phippen at 202-551-3697 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Mateo at 202-551-3465 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Matthew L. Fry

CORRESP
1
filename1.htm

CORRESP

 April 19, 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. 2 to Registration Statement on Form S-4

Filed March 6, 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 March 24, 2023, regarding the
Company’s Amendment No. 2 to Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on March 6, 2023. In connection with this letter, a third
amendment to the Registration Statement (“Amendment No. 3”) 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. 3. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Amendment No. 3.

On behalf of the Company, we are providing under separate cover supplemental materials in response to certain of the Staff’s comments as
indicated below. Because of the commercially sensitive nature of certain information contained in the supplemental materials, we are filing a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the
confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and Rule 12b-4 under the Exchange Act of 1934, as amended (the
“Exchange Act”). Please contact the undersigned at (214) 651-5443 for any questions regarding these submissions.

Amendment Registration Statement on Form S-4

General

1.
 We note media coverage that Mr. Heppner stated one strategic investor has put on hold its investment in
the special purpose acquisition with Avalon. Please provide updated disclosure if this presents a material risk to you, the transactions contemplated by this registration statement, or the investors.

Response: In response to the Staff’s comment, the Company has revised the risk factor on page 57.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

April 19, 2023

  Page
 2

2.
 We note your responses to comments 3 and 10, do not view these matters as resolved, and will continue to
consider your disclosure in these regards. Please be advised that these issues must be resolved prior to effectiveness.

Response: The Company acknowledges the Staff’s comment and is submitting information in response to the Staff’s comment
supplementally and contemporaneously with the submission of this letter. In addition, the Company has requested confidential treatment of such supplemental materials pursuant to 17 C.F.R. § 200.83 and Rule
12b-4 under the Exchange Act.

3.
 We note your response to prior comment 1. Please supplementally include in your legal analysis supporting
your conclusion that the Company is not, and will not be, an “investment company” under Section 3(a)(1)(C) of the Investment Company Act of 1940 all relevant calculations under that section of the Act. In doing so, please include an
itemized analysis providing all relevant calculations on an unconsolidated basis with respect to the Company (and its subsidiaries), identifying each constituent part of the numerators and denominators. When performing this calculation, only include
those assets that are recognized by U.S. generally accepted accounting principles.

 Response: The Company
acknowledges the Staff’s comment and is submitting the requested information supplementally and contemporaneously with the submission of this letter. In addition, the Company has requested confidential treatment of such supplemental materials
pursuant to 17 C.F.R. § 200.83 and Rule 12b-4 under the Exchange Act.

 Organizational Structure, page 13

4.
 We note your response to comment 5 and reissue the comment in part. We note that the charts in this section
show the economic percentage interest for certain entity relationships but not the voting percentage interest. Please revise to show the percentage voting interest and percentage economic interest for each entity relationship. If there is a reason
why you cannot include this information, please provide us an explanation in your next response letter and also include explanatory disclosure in this section.

Response: We are unable to show the percent voting interest for certain entities with respect to their interests in BCH. The BCH
limited partnership agreement provides that the business, property and affairs of BCH shall be managed under the sole, absolute and exclusive direction of its general partner, BCG, and the conduct, control and management of BCH shall be vested
exclusively in the general partner. The BCH limited partnership agreement also provides that except as expressly set forth in the agreement, no limited partner shall have any right to vote on any matter affecting BCH. In the limited circumstances
where the limited partners, or a class thereof, do have voting or consent rights, the voting standard varies based on the provisions in the BCH limited partnership agreement. Therefore, we are unable to include a percent voting interest for each
entity relationship as the voting standards are not uniform. We respectfully advise the Staff that the referenced charts do show BCG’s general partnership interest in BCH, which is the source of BCG’s broad authority to manage BCH. In
response to the Staff’s comment, the Company has included explanatory disclosure on pages 14 and 16.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

April 19, 2023

  Page
 3

 Risk Factors, page 45

5.
 We note media coverage that pieces of legislation in Kansas have been discussed or introduced that could
harm Beneficient. Please provide a separately captioned risk factor, or multiple risk factors if necessary, discussing these matters and the risks they pose to you and investors.

Response: In response to the Staff’s comment, the Company has revised the risk factor beginning on page 53.

6.
 We note your response to comment 6. Please confirm to us that the GWG bankruptcy court has unsealed all
allegations in GWG’s chapter 11 case. If it has not unsealed all allegations in GWG’s chapter 11 case, please include a risk factor addressing risks to you and investors if the GWG bankruptcy court were to unseal all such allegations. We
note media reporting that if the court were to unseal such allegations, Beneficient and its investors could suffer financial damage.

Response: The Company confirms that all allegations in GWG’s Chapter 11 Case against it as well as its current and former officers
and directors have all been unsealed.

7.
 We note your response to comment 8. Please expand your discussion of the risk factor on page 58 discussing
the SEC investigation related to GWG to include all material public information. For example, we note news reports that the SEC has issued subpoenas subsequent to the initial subpoena received by GWG on October 2020.

Response: In response to the Staff’s comment, the Company has revised the risk factor on page 60 discussing the SEC
investigation related to GWG to include additional information that is publicly available.

8.
 We note your response to comment 7 and reissue in part. Please expand upon the risk factor on page 73
addressing the conflicts of interest related to Ben Securities to include all risks alluded to on page 382. For example, you discuss on page 382 that Ben Securities will not have any responsibility with respect to (A) any representations,
warranties or agreements made by any person or entity under or in connection with the Merger or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any
person) of any thereof, or (B) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, but you do not disclose this in your risk factor disclosure on page 73.
Alternatively, please tell us why these do not represent material risks to you or investors.

 Response: In
response to the Staff’s comment, the Company has revised the risk factors and added a risk factor on conflicts of interest related to Ben Securities beginning on page 75.

BCG is currently involved in legal proceedings and may be a party to additional claims and litigation in the future, page 58

9.
 We note your response to comment 9 and re-issue in part. Please
summarize the CVR Contract’s material terms as asserted by PCA, to the extent that those differ from assertions by the company.

Response: The Company has revised the risk factor on page 62 and the question and answer on page xviii in response to the
Staff’s comment to clarify the CVR Contract’s material terms as asserted by PCA in its pleadings.

 *     *
    *     *     *     *

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

April 19, 2023

  Page
 4

 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

William N. Haddad, Esq., Venable LLP

 Arif Soto, Esq., Venable
LLP

 Alexa Cooper, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
March 24, 2023
Brad K. Heppner
Chief Executive Officer
The Beneficient Company Group, L.P.
325 N. Saint Paul Street, Suite 4850
Dallas, TX 75201
Re:The Beneficient Company Group, L.P.
Amendment No. 2 to Registration Statement on Form S-4
Filed March 6, 2023
File No. 333-268741
Dear Brad K. Heppner:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 15, 2023 letter.
Amendment No. 2 to Form S-4 filed March 6, 2023
General
1.We note media coverage that Mr. Heppner stated one strategic investor has put on hold its
investment in the special purpose acquisition with Avalon. Please provide updated
disclosure if this presents a material risk to you, the transactions contemplated by this
registration statement, or the investors.
2.We note your responses to comments 3 and 10, do not view these matters as resolved, and
will continue to consider your disclosure in these regards.  Please be advised that these
issues must be resolved prior to effectiveness.

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 March 24, 2023 Page 2
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
March 24, 2023
Page 2
3.We note your response to prior comment 1.  Please supplementally include in your legal
analysis supporting your conclusion that the Company is not, and will not be, an
“investment company” under Section 3(a)(1)(C) of the Investment Company Act of 1940
all relevant calculations under that section of the Act.  In doing so, please include an
itemized analysis providing all relevant calculations on an unconsolidated basis with
respect to the Company (and its subsidiaries), identifying each constituent part of the
numerators and denominators.  When performing this calculation, only include those
assets that are recognized by U.S. generally accepted accounting principles.
Organizational Structure, page 13
4.We note your response to comment 5 and reissue the comment in part. We note that the
charts in this section show the economic percentage interest for certain entity
relationships but not the voting percentage interest.  Please revise to show the percentage
voting interest and percentage economic interest for each entity relationship.  If there is a
reason why you cannot include this information, please provide us an explanation in your
next response letter and also include explanatory disclosure in this section.
Risk Factors, page 45
5.We note media coverage that pieces of legislation in Kansas have been discussed
or introduced that could harm Beneficient. Please provide a separately captioned risk
factor, or multiple risk factors if necessary, discussing these matters and the risks they
pose to you and investors.
6.We note your response to comment 6.  Please confirm to us that the GWG bankruptcy
court has unsealed all allegations in GWG's chapter 11 case.  If it has not unsealed all
allegations in GWG's chapter 11 case, please include a risk factor addressing risks to you
and investors if the GWG bankruptcy court were to unseal all such allegations.  We note
media reporting that if the court were to unseal such allegations, Beneficient and its
investors could suffer financial damage.
7.We note your response to comment 8. Please expand your discussion of the risk factor on
page 58 discussing the SEC investigation related to GWG to include all material public
information. For example, we note news reports that the SEC has issued subpoenas
subsequent to the initial subpoena received by GWG on October 2020.
8.We note your response to comment 7 and reissue in part. Please expand upon the risk
factor on page 73 addressing the conflicts of interest related to Ben Securities to include
all risks alluded to on page 382. For example, you discuss on page 382 that Ben Securities
will not have any responsibility with respect to (A) any representations, warranties or
agreements made by any person or entity under or in connection with the Merger or any of
the documents furnished pursuant thereto or in connection therewith, or the execution,
legality, validity or enforceability (with respect to any person) of any thereof, or (B) the
business, affairs, financial condition, operations, properties or prospects of, or any other

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 March 24, 2023 Page 3
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
March 24, 2023
Page 3
matter concerning the Company, but you do not disclose this in your risk factor disclosure
on page 73.  Alternatively, please tell us why these do not represent material risks to you
or investors.
BCG is currently involved in legal proceedings and may be a party to additional claims and
litigation in the future, page 58
9.We note your response to comment 9 and re-issue in part. Please summarize the CVR
Contract's material terms as asserted by PCA, to the extent that those differ from
assertions by the company.
            You may contact Ben Phippen at 202-551-3697 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Mateo at 202-551-3465 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Matthew L. Fry

CORRESP
1
filename1.htm

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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 3

 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

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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

United States securities and exchange commission logo
February 15, 2023
Brad K. Heppner
Chief Executive Officer
The Beneficient Company Group, L.P.
325 N. Saint Paul Street, Suite 4850
Dallas, TX 75201
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
Dear Brad K. Heppner:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 6, 2023 letter.
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.

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 February 15, 2023 Page 2
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
February 15, 2023
Page 2
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.
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.
Questions and Answers
What is the possible impact of the pending GWG Bankruptcy on Public Investors?, page xxv
4.We note your disclosure that the Official Committee of Bondholders in the Chapter 11
Cases has filed a motion seeking standing to prosecute causes of actions challenging
several transactions by and between the Debtors and Beneficient and seeking recovery
from Beneficient and other named individuals, including Mr. Heppner. Please enhance
your disclosure to explain in detail the causes of actions alleged by the Official Committee
of Bondholders and the dollar amount of remedies sought or damages asserted, if known.
Organizational Structure, page 12
5.We note your response to comment 7 and reissue the comment in part.  Please revise the
charts in this section, regardless of any narrative disclosure found elsewhere in the
prospectus, to clearly 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.  Charts should also
illustrate the states or countries of incorporation of various legal entities and various
affiliations that exist.
Risk Factors, page 43
6.We note media reporting that if the GWG bankruptcy court were to unseal allegations in
GWG's chapter 11 case that Mr. Heppner funneled funds from GWG to Beneficient
through alleged conflicted, related-party deals, Beneficient and its investors could suffer
financial damage.  Please add a separately-captioned risk factor addressing this matter or
tell us why this does not present a material risk to you or investors.
7.Please add a separately-captioned risk factor addressing the conflicts of interest related to
Ben Securities, as alluded to on page 382.
8.We note that the Business Combination Agreement may be terminated by Avalon, in the
event that the Business Combination is unable to close (or there is no reasonably
likelihood of such closing) due to an investigation by the SEC related to GWG.  We also
note the SEC investigation discussed in various GWG Holdings, Inc filings,
including the Form 10-Q filed on November 19, 2021.  Please add a separately-captioned
risk factor discussing this and disclosing material public information regarding the SEC
investigation related to GWG.

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 February 15, 2023 Page 3
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
February 15, 2023
Page 3
BCG is currently involved in legal proceedings and may be a party to additional claims and
litigation in the future, page 55
9.We note your revised disclosure explaining the CVR Contract and its material terms.
Please clarify whether your description of the terms here are as asserted by PCA or the
Company, or whether the terms of the CVR Contract are in dispute.
As a result of our receipt of an operating TEFFI charter in Kansas the OSBC will periodically
conduct examinations, page 83
10.In light of K.S.A. 9-2307, please explain to us the basis for your statement that OSBC will
be examining your "asset quality" and "earnings prospects," as these do not appear to be
criteria listed in the statute, or revise.  As a separate matter, revise to state the
circumstances under which OSBC will consider profitability in evaluating a fiduciary
financial institution, based on K.S.A. 9-2307(c).
Business of Beneficient, page 228
11.We note your response to comment 12.  In that regard, please:
•Revise the graphic on page 234 to make it clear from the graphic itself that the
"Interest and Fee Revenue" shown in the graphic is eliminated upon consolidation.
•Throughout this section, revise each reference to any fees, interest or revenues that
are eliminated upon consolidation, to clearly state that such fees, interest or
revenues are eliminated upon consolidation.  By way of example only, revise
disclosure in the carryover paragraph from page 230 to 231.
•Revise your Business of Beneficient discussion beginning on page 228 to
prominently and clearly explain, if true, that the primary sources of revenues are
from the change in NAV of the alternative assets held by the Customer ExAlt Trusts
and from the gain on financial instruments held, including securities in GWG
Holdings.
Business Lines, page 229
12.Please explain to us the basis for stating in the graphic on page 231 that OSBC regulates
"Beneficient AltAccess, L.L.C.," "Beneficient Administration & Clearing Company,
L.L.C.," and "Ben Data L.L.C.”  If it does not regulate these entities please revise.
Additionally, please revise your plural reference to OSBC regulated "subsidiaries" on
page 49 if you have only one subsidiary regulated by OSBC.  We note that your section
"Government Supervision and Regulatory Authority" beginning on page 249 suggests that
OSBC regulates only your subsidiary BFF.
Cash Flow, page 312
13.We note your response to comment 14 and revised disclosures on pages 312 and 313.
Please revise your filing to further enhance your disclosure, either in the notes to the
financial statements or elsewhere in the document, to explain the difference between the

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 February 15, 2023 Page 4
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
February 15, 2023
Page 4
return on investments in alternative assets held by Customer ExAlt Trusts and the return
of investments in alternative assets held by Customer ExAlt Trusts.
Certain Beneficient Relationships and Related Party Transactions, page 374
14.Please provide quantitative disclose regarding payments made or received pursuant to the
Contribution Agreement discussed on pages 383 and 384.
            You may contact Ben Phippen at 202-551-3697 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Joy Mateo at 202-551-3465 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Matthew L. Fry

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
January 6, 2023
Brad K. Heppner
Chief Executive Officer
The Beneficient Company Group, L.P.
325 N. Saint Paul Street, Suite 4850
Dallas, TX 75201
Re:The Beneficient Company Group, L.P.
Registration Statement on Form S-4
Filed December 9, 2022
File No. 333-268741
Dear Brad K. Heppner:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
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

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 January 6, 2023 Page 2
 FirstName LastNameBrad K. Heppner
The Beneficient Company Group, L.P.
January 6, 2023
Page 2
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.
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.
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.
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.
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."
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.
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

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 January 6, 2023 Page 3
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
January 6, 2023
Page 3
entities and various affiliations that exist.
Risk Factors, page 41
8.Please add a separately captioned risk factor addressing BCG's history of net losses.
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.
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.
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.
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.

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.

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 January 6, 2023 Page 4
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
January 6, 2023
Page 4
Cash Flow, page 306
14.Please revise your disclosure to explain, in more detail, the distributions received as return
of investments in alternative assets.
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.
Beneficial Ownership of Securities, page 358
16.Please populate the table to provide the disclosure required in this section.
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 and would likely cause competitive harm to the
registrant if publicly disclosed.  Please include a prominent statement on the first page of
the redacted exhibit that certain identified information has been excluded from the exhibit
because it is both not material and is the type that the registrant treats as private or
confidential. Please also include brackets indicating where the information is omitted from
the filed version of the exhibit.
Index to Financial Statements, page F-1
18.We note reference to the Report of Independent Registered Public Accounting Firm on
Avalon Acquistion, Inc.’s annual financial statements for the years ended December 31,
2021 and 2020 as well as exhibit 23.1, which references inclusion of
WithumSmith+Brown, PC’s report dated March 29, 2022.  However, we are unable to
locate the report in the filing.  Please amend the filing to include the audit report of
WithumSmith+Brown, PC.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameBrad K. Heppner
 Comapany NameThe Beneficient Company Group, L.P.
 January 6, 2023 Page 5
 FirstName LastName
Brad K. Heppner
The Beneficient Company Group, L.P.
January 6, 2023
Page 5
statement.
            You may contact Ben Phippen at 202-551-3697 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Madeleine Joy Mateo at 202-551-3465 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance