SecProbe.io

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 May 30, 2025

Phillip Ahn
Chief Financial Officer and Chief Operating Officer
B. Riley Financial, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025

 Re: B. Riley Financial, Inc.
 Form 10-K for December 31, 2023
 File No. 001-37503
Dear Phillip Ahn:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
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CORRESP
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 filename1.htm

 11100 Santa Monica Blvd., Suite 800
 Los Angeles, CA 90025
 Tel: ((310) 966-1444
 www.brileyfin.com

 April 30, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention: Michael Volley, Amit Pande, Todd K. Schiffman and James
Lopez

 Re: B.
Riley Financial, Inc.

 Response to Comments dated November 1, 2024

 File No. 001-37503

 Ladies and Gentlemen:

 On behalf of B. Riley Financial, Inc. ("we" or the "Company"),
we submit this letter in response to comments from the staff (the "Staff") of the Securities and Exchange Commission (the
"Commission") received by letter dated March 24, 2025, relating to responses to comments dated November 1, 2024. In this letter,
we have recited the comments from the Staff in italicized type and have followed each comment with the Company's response.

 Response dated November 1, 2024

 (h) Loans Receivable, page 12

 1. Noting you disclose that you elected the fair value option for all outstanding loans receivable, please
tell us how your disclosure that you defer loan origination fees and certain direct origination costs is consistent with the guidance
in ASC 825-10-25-3. Please revise future filings as needed.

 Response to Comment 1:

 The Company respectively acknowledges the Staff's
comment and advises the Staff that outstanding loans receivables for which the fair value option has been elected are recorded at fair
value at each reporting period in the balance sheet consistent with the guidance in ASC 825-10-25-3. The Company has not recorded an additional
asset for unamortized costs, origination fees, and premiums and discounts in the consolidated balance sheet. In our disclosure for loans
receivable on page 12 an immaterial amount of $292 of the $3,210 at September 30, 2024 relates to upfront fees that will be revised in
future filings to be recorded in earnings pursuant to the guidance in ASC 825-10-25-3. The remaining $2,918 relates to original issue
discount which is included in interest income utilizing the effective interest method. In reporting interest income separately from the
change in fair value of loans receivable, for the original issue discount the Company considered the following interpretive guidance from
section 12.4.1.1.1.2 of the Deloitte Roadmap to Fair Value Measurements (Including the Fair Value Option) :

 If an entity elects, as an accounting
policy, to separately present interest income or interest expense on an interest-bearing financial instrument accounted for at fair value
through earnings, the entity should, with one exception, include amortization or accretion of any premium or discount on the instrument
as part of the separately reported interest income or interest expense. If the fair value initially recognized for an interest-bearing
financial instrument (e.g., debt) differs from the principal amount due at maturity ("par"), this difference is a premium
or discount that should be amortized or accreted. An entity should recognize the amortization or accretion in interest income or interest
expense if it is separately presented . Under ASC 320-10-35-4 and ASC 325-40-35-2, the method used to measure interest income or interest
expense on an interest-bearing financial instrument (including any amortization or accretion of a premium or discount) should be the same
regardless of the measurement attribute (e.g., amortized cost) used to measure the financial instrument. Thus, the premium or discount
should be amortized by using the interest method that would have applied to the interest-bearing financial asset or financial liability
if it had not been recognized at fair value through earnings.

 B. Riley Financial, Inc.| www.brileyfin.com | NASDAQ: RILY 1
 Securities & Exchange Commission April 30, 2025

 Note 4 - Discontinued Operations

 Brands Transaction, page 31

 2. We note your disclosures on page 31 and various transactions noted on page 76 related to the disposal
of the Brands. Please address the following:

 ● Please tell us and revise future filings to
clarify if the Brookstone intellectual property was owned by a consolidated entity. If not, please clarify how it was accounted for before
the disposal.

 ● Please tell us what the loss of $113 million
presented as "Realized and unrealized losses on investments" on page 34 represents and tell us how the $39 million as "Loss
on disposal" on page 34 was determined for the quarter ended September 30, 2024.

 ● Please reconcile for us the losses noted in
the preceding bullet point disclosed on page 34 to the losses disclosed on page 76 described as (1) a subsequent fair value adjustment
for the sale of bebe at September 30, 2024 in the amount of approximately $20 million and (2) a deconsolidation loss at September 30,
2024 in the amount of approximately $133 million detailing how these losses were determined. Please revise future filings as needed to
ensure the losses related to the deconsolidation of the consolidated entities and the derecognition of equity interests measured at fair
value are appropriately presented in the notes to your financial statements and described throughout your filing.

 ● Please tell us if there was any gain or loss
recognized related to the disposal of your equity interests measured at fair value related to the Hurley, Justice and Scotch & Soda
brands. Please revise future filings as needed.

 ● We note your disclosure that the Company's
ownership in the Brand Interest will be reported as a non-controlling equity method investment. Please tell us in detail and revise future
filings to clearly disclose the key details of any retained interests and disclose information about any continuing involvement. Refer
to ASC 205-20-50-4A for guidance.

 ● We note your disclosure that the bebe transaction
was completed on October 25, 2024. Please tell us why you appear to have deconsolidated the entities as of September 30, 2024. Please
revise your disclosure as needed.

 ● Noting that you appear to be accounting for
the transfer of brand interests to the securitization entity as a sale, please revise your disclosure describing the transaction to be
consistent with your accounting. For example, we note you describe the transactions as "secured financing" which implies the
transaction is simply a financing transaction and not a sale.

 Response to Comment 2:

 The Company respectfully acknowledges the Staff's
comment, and informs the Staff as follows.

 First Bullet : The intellectual property
of Brookstone was not owned by a consolidated entity of B. Riley. Rather, the intellectual property of Brookstone was owned by BKST Brand
Management, LLC. BKST Brand Management was an equity investment of bebe stores, inc., a majority owned subsidiary of B. Riley, accounted
for as an equity investment using the fair value option.

 B. Riley Financial, Inc.| www.brileyfin.com | NASDAQ: RILY 2
 Securities & Exchange Commission April 30, 2025

 Second, Third & Fourth Bullets : The
amounts recorded for the Brands Transaction included in Note 4 – Discontinued Operations starting on page 34 and page 76 is comprised
of the following:

 Equity Method Investments
 Six Brands Operating Business
 Total

 bebe sale transaction for equity method investments completed subsequent to September 30, 2024, on October 25, 2024:

 Fair value adjustments on equity method BB Brand Holdings, LLC and BKST (a)
 $ (20,043 )
 n/a
 $ (20,043 )

 Secured financing transaction completed subsequent to September 30, 2024, on October 25, 2024:

 Fair value adjustments on equity method investments for Hurley, Justice and S&S (b)
 (93,191 )
 n/a
 (93,191 )

 Expected loss on disposal of Six Brands operating business (c)
 n/a
 (39,500 )
 (39,500 )

 Subtotal - Secured financing transaction completed subsequent to September 30, 2024, on October 25, 2024
 $ (93,191 )
 $ (39,500 )
 $ (132,691 )

 Total loss reported from Brands Transaction
 $ (113,234 )
 $ (39,500 )
 $ (152,734 )

 (a) bebe stores, inc. owned two equity method investments that were accounted for under the fair value option,
comprised of BB Brand Holdings, LLC and BKST Brand Management, LLC. During the quarter ended September 30, 2024, the Company recorded
fair value adjustments that resulted in a $20 million loss that was reported in the income statement in discontinued operations Note 4
– Discontinued Operations of the Brand Transaction under the caption realized and unrealized gains (losses) on investments.

 (b) B. Riley through its majority-owned subsidiary BR Brand Holdings, LLC owned three equity method investments
that were accounted for under the fair value option which were comprised of HRLY Brand Management LLC ("Hurley"), Justice
Brand Management LLC ("Justice"), and S&S Brand Management LLC ("S&S") and during the quarter ended September
30, 2024, the Company recorded fair value adjustments that resulted in a $93 million loss that was reported in the income statement in
discontinued operations in Note 4 – Discontinued Operations of the Brand Transaction under the caption realized and unrealized gains
(losses) on investments.

 The total of these losses on equity method investments
in the amount of approximately $113 million comprises the $113.2 million loss that is included in Note 4 – Discontinued Operations
within the income statement of the Brands Transaction under the caption realized and unrealized gains (losses) on investments.

 (c) In addition to the equity method investments mentioned above, B. Riley's results of operations historically
included operating revenues and expenses generated from its majority owned subsidiary that licensed the trademarks and intellectual properties
of six other brands: Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore (collectively, the
"Six Brands"). As a result of the secured financing transaction accounted for as a sale in the fourth quarter, the net assets
sold were written down to their fair value less estimated costs of disposal at quarter ended September 30, 2024 which resulted in a loss
of $39.5 million that is included in Note 4 – Discontinued Operations within the income statement of the Brands Transaction under
the caption loss on disposal for the quarter ended September 30, 2024.

 The combined total of the loss recorded from secured
financing transaction in the amount of $133 million on page 76 accounted for as a sale in the fourth quarter of 2024 is comprised of the
loss on the sale of the three equity method investments noted above (Hurley, Justice and S&S) in the amount of $93 million and the
loss on disposal of $39.5 million related to the Six Brands noted above. In future filings, the Company will modify the disclosure to
make clear which losses are related to the fair value adjustments for equity method investments accounted for under the fair value option
and which are related to the loss on disposal from the Six Brands that were an operating business of the Company.

 B. Riley Financial, Inc.| www.brileyfin.com | NASDAQ: RILY 3
 Securities & Exchange Commission April 30, 2025

 Fifth Bullet : After the disposal of the
three equity investments – HRLY Brand Management LLC, Justice Brand Management LLC, and S&S Brand Management LLC – and
the Company's majority owned subsidiary BR Brand Holdings, LLC (collectively, the "Brand Securitized Assets"), B. Riley
retains a non-controlling equity investment in the ownership of BR Funding Holdings 2024-1, LLC, which is the ultimate parent company
of the Brand Securitized Assets. The retained non-controlling equity investment in the ownership of BR Funding Holdings 2024-1, LLC represents
a common interest that has only nominal value, if any, and is not expected to have any value in the future since there is no expectation
of any future distributions or participation in future cash flows by the common interest holders. B. Riley does not have any significant
continuing involvement after the disposal date since B. Riley does not have any representation on the Board, voting rights, protective
rights, policy making decisions or management of BR Funding Holdings 2024-1, LLC. In future filings, including the Company's Annual
Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), we will provide additional disclosure about
our retained interest and continuing involvement.

 Sixth Bullet : bebe is a majority-owned
subsidiary of the Company and was not deconsolidated at September 30, 2024. At September 30, 2024, the bebe subsidiary continued to hold
the two equity investments – the equity investments in BB Brand Holdings, LLC and BKST Brand Management, LLC – which are included
in assets of discontinued operations in the consolidated balance sheet of B. Riley at September 30, 2024 and December 31, 2023 and the
remaining operating business of bebe outside of the assets of discontinued operations is comprised of the rent-to-own stores which is
still reported in the continuing operations of the Company within All Other in the segment reporting. More specifically, the two equity
investments are included in Note 4 – Discontinued operations in the class of assets labelled Securities and other investments owned,
at fair value and have not been deconsolidated as of September 30, 2024. In Note 4 – Discontinued Operations, we have disclosed
the following:

 "upon completion of the Secured
Financing of the Brand Interests, the Company will deconsolidate the ownership of the Brand Interests and the Company's ownership
in the Brand Interest will be reported as a non-controlling equity method investment that is estimated to have nominal value as a result
of the liquidation preferences and notes that were issued as part of the Secured Financing …."

 Seventh Bullet : In future filings, we will
revise the disclosure above that the transaction was accounted for as a sale during the fourth quarter of 2024 per the Staff's comment.

 3. Please address the following related to the disposal of the Great American Group:

 ● Tell us how you measured the fair value of
the retained Class B Preferred Units and Common Units.

 ● Tell us how you determined the gain on sale
of $235 million which will be recognized in the fourth quarter.

 ● Revise to disclose the information required
by ASC 810-10-50-1B.d and .e related to the retained Class B Preferred Units and Common Units.

 Response to Comment 3:

 The Company respectfully acknowledges the Staff's
comment, and informs the Staff that the fair value of the retained interest in the Class B Preferred Units of Great American Group was
valued using discounted cash flows expected from the Class B Preferred Units using an estimated discount rate that a market participant
would expect from a similar security with an estimated investment exit date of five years from the transaction date. The fair value of
the retained interest in the Common Units of Great American Group was valued using a market multiple approach utilizing and further supported
by the transaction price that was paid by the acquiring party pursuant to the equity purchase agreement dated November 15, 2024 for the
Class A Preferred Units and 53% of the Common Units by third party. The gain on the sale of the interests in Great American Group was
determined in accordance with ASC 840-10-40-5 and included the aggregate of (a) B. Riley's share of the cash consideration received
for the sale of B. Riley's interest in the Class A Preferred Units and Common Units in accordance with the equity purchase agreement,
(b) the fair value of B. Riley's retained interests, consisting of the Class B Preferred Units and Common Units of Great American
Group, and (c) the carrying amount of the noncontrolling interest on the date Great American Group was deconsolidated, less the carrying
value of the net assets of Great American Group. In future filings, the Company will include the disclosure required by ASC

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 March 24, 2025

Phillip Ahn
Chief Financial Officer and Chief Operating Officer
B. Riley Financial, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025

 Re: B. Riley Financial, Inc.
 Response to Comments dated November 1, 2024
 File No. 001-37503
Dear Phillip Ahn:

 We have reviewed your November 1, 2024 response to our comment letter
and have
the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our
September 20, 2024 letter.

Response dated November 1, 2024
(h) Loans Receivable , page 12

1. Noting you disclose that you elected the fair value option for all
outstanding loans
 receivable, please tell us how your disclosure that you defer loan
origination fees and
 certain direct origination costs is consistent with the guidance in ASC
825-10-25-3.
 Please revise future filings as needed.
Note 4 - Discontinued Operations
Brands Transaction, page 31

2. We note your disclosures on page 31 and various transactions noted on
page 76
 related to the disposal of the Brands. Please address the following:

 Please tell us and revise future filings to clarify if the
Brookstone intellectual
 property was owned by a consolidated entity. If not, please clarify
how it was
 March 24, 2025
Page 2

 accounted for before the disposal.
 Please tell us what the loss of $113 million presented as
Realized and unrealized
 losses on investments on page 34 represents and tell us how the
$39 million as
 Loss on disposal on page 34 was determined for the quarter
ended September
 30, 2024.
 Please reconcile for us the losses noted in the preceding bullet
point disclosed on
 page 34 to the losses disclosed on page 76 described as (1) a
subsequent fair value
 adjustment for the sale of bebe at September 30, 2024 in the amount
of
 approximately $20 million and (2) a deconsolidation loss at September
30, 2024
 in the amount of approximately $133 million detailing how these
losses were
 determined. Please revise future filings as needed to ensure the
losses related to
 the deconsolidation of the consolidated entities and the
derecognition of equity
 interests measured at fair value are appropriately presented in the
notes to your
 financial statements and described throughout your filing.
 Please tell us if there was any gain or loss recognized related to
the disposal of
 your equity interests measured at fair value related to the Hurley,
Justice and
 Scotch & Soda brands. Please revise future filings as needed.
 We note your disclosure that the Company s ownership in the Brand
Interest will
 be reported as a non-controlling equity method investment. Please
tell us in detail
 and revise future filings to clearly disclose the key details of any
retained interests
 and disclose information about any continuing involvement. Refer to
ASC 205-
 20-50-4A for guidance.
 We note your disclosure that the bebe transaction was completed on
October 25,
 2024. Please tell us why you appear to have deconsolidated the
entities as of
 September 30, 2024. Please revise your disclosure as needed.
 Noting that you appear to be accounting for the transfer of brand
interests to the
 securitization entity as a sale, please revise your disclosure
describing the
 transaction to be consistent with your accounting. For example, we
note you
 describe the transactions as secured financing which implies
the transaction is
 simply a financing transaction and not a sale.
3. Please address the following related to the disposal of the Great
American Group:

 Tell us how you measured the fair value of the retained Class B
Preferred Units
 and Common Units.
 Tell us how you determined the gain on sale of $235 million which
will be
 recognized in the fourth quarter.
 Revise to disclose the information required by ASC 810-10-50-1B.d
and .e related
 to the retained Class B Preferred Units and Common Units.
MD&A - Capital Markets, page 69

4. We note your response to prior comment 30. Please tell us whether you
sold the
 publicly traded common stock in 2024. If not, please tell us where it is
presented in
 the Securities and Other Investments Owned Portfolio table on page 73.
 March 24, 2025
Page 3

MD&A - Wealth Management , page 71

5. Please refer to prior comment 3. We note your disclosure of total assets
under
 management (AUM) of $25.7 billion and that $8.1 billion was attributable
to advisory
 AUM at September 30, 2024. Please tell us and revise future filings to
clarify what
 the non-advisory AUM relates to, how this AUM generates revenue and
where the
 revenue it is presented in the income statement.
Item 13 Certain Relationships, page 76

6. We note your response to prior comment 13 regarding the entities
identified under
 Note 22. Please advise us of the details of their relationships to you,
including
 quantification of indirect ownership interests.
MD&A - Revenues, page 86

7. Noting the materiality of the amounts recognized and the impact on
financial results,
 please revise to provide additional detail, including any underlying
causes, related to
 the trading losses in your proprietary trading accounts recognized in
the Capital
 Markets segment in 2024. Your MD&A disclosure should inform an investor
about
 the quality of, and potential variability of your revenue, earnings and
cash flow, so an
 investor can ascertain the likelihood that past performance is
indicative of future
 performance.
General

8. We note your response to prior comment 1 and that the Senior Notes are
discussed as
 a significant source of funding. We also note the Form 10-Q for
September 30, 2024
 includes disclosure that you are considering a number of additional
strategic
 alternatives to satisfy obligations with respect to at least one series
of the notes. Please
 revise future filings to provide the disclosure requested in prior
comment 1 with
 respect to their importance to your operations and liquidity.
 Please contact Michael Volley at 202-551-3437 or Amit Pande at
202-551-3423 if
you have questions regarding comments on the financial statements and related
matters. Please contact Todd K. Schiffman at 202-551-3491 or James Lopez at
202-551-3536
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Finance
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    11100 Santa Monica Blvd., Suite 800

    Los Angeles, CA 90025

    Tel: (310) 966-1444

    www.brileyfin.com

November 1, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Michael Volley, Amit Pande and John Stickel

 Re: B.
Riley Financial, Inc.

Form 10-K for Fiscal Year Ended December 31,
2023

Form 10-Q for Quarter Ended March 31, 2024

File No. 001-37503

Ladies and Gentlemen:

On behalf of B. Riley Financial, Inc. (“we” or “the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) received by letter dated September 20, 2024, relating to the Company’s Form 10-K for Fiscal
Year Ended December 31, 2023 and Form 10-Q for Quarter Ended March 31, 2024.In this letter, we have recited the comments from the Staff
in italicized type and have followed each comment with the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2023

General

 1. We note that in recent investor calls you have referenced the importance of your senior notes or "baby
bond" business. For example, during the earnings call on February 22, 2023, you stated that "one of the smartest things we did
is we sold a lot of baby bonds at yields of 5.5% and 6%." During the earnings call on February 23, 2022, you stated that you "have
a really meaningful baby bond business." In future filings, please revise Business and Management's Discussion and Analysis to provide
additional quantitative and qualitative detail about your baby bond business and its relative importance to your operations and liquidity.

Response to Comment 1:

The Company respectfully informs the staff that
the two statements referenced in this comment refer to two series of capital raising transactions. First, Mr. Riley’s comments on
the February 22, 2023 earnings call relate to the fact that the Company raised capital for its own financing purposes by issuing unsecured
senior notes issued and traded in increments of $25 (also known as baby bonds). In 2021, the Company issued senior notes in the following
principal amounts: (i) $44.1 million of the 6.50% senior notes; (ii) $13.6 million of the 6.375% senior notes; (iii) $259.3 million of
the 6.00% senior notes; (iv) $214.2 million of the 5.50% senior notes; (v) $397.3 million of the 5.25% senior notes; and (vi) $322.7 million
of the 5.00% senior notes. The Company issued these senior notes during a period of historically low and declining interest rates, which,
as Mr. Riley noted, in hindsight, proved to be advantageous, because it allowed the Company to refinance higher interest indebtedness
and fund its operations at a lower cost of capital.

Second, Mr. Riley’s comments on the February
23, 2022 earnings call relate to the Company’s broker-dealer subsidiary, B. Riley Securities, Inc. (“B. Riley Securities”),
and its numerous underwritten baby bond offerings for its issuer clients. B. Riley Securities earned underwriting fees from its baby bond
underwriting activities of $64.3 million in 2021, $6.3 million in 2022, and $2.1 million in 2023, representing approximately 8.2%, 4.2%%,
and less than 1% of B. Riley Securities’ revenues, respectively. In relation to the Company’s total consolidated revenues,
these baby bond underwriting fees represent approximately 4.1%, 0.6% and 0.1% of the Company’s total consolidated revenues during
the years ended December 31, 2021, 2022 and 2023, respectively.

    B. Riley Financial, Inc.|  www.brileyfin.com |  NASDAQ: RILY 1

    Securities & Exchange Commission November 1, 2024

We believe baby bond underwriting activities are
part of a wide variety of capital markets solutions that B. Riley Securities offers to its clients, along with, for example, common stock
underwritings, institutional bond offerings, “at-the-market” offerings of both debt and equity securities, private placements
of both debt and equity securities, restructuring and M&A financial advisory services. In future filings, while we will give consideration
to the relative importance of the baby bond business in formulating our Business and Management’s Discussion and Analysis (“MD&A”),
in light of the relatively small overall contribution of revenue from underwriting fees from baby bonds to both B. Riley Securities’
revenues and the Company’s consolidated total consolidated revenues, we believe that no revisions in our future filings are merited
at this time.

Business, page 1

 2. We note the statement on page 2 that you "periodically participate in loans and financing arrangements
for entities in which [you] have an equity ownership and representation on the board of directors." We also note your disclosure
on page 157 that identifies certain transactions, beginning with Babcock and Wilcox. In future filings here and where appropriate, please
clarify the nature and scope of these transactions, including, for example, their approximate, aggregate size, your underwriting or loan
approval process and standards and how these transactions fit within your business segments and overall approach to investing and operating
the "platform."

Response to Comment 2:

The Company respectfully acknowledges the Staff’s
comment, and notes that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended (the “2023
10-K”), contains descriptions of the subject lending activities in Recent Developments on page 5, and in the following notes to
our consolidated financial statements: (a) note 2(f) - Concentration of Credit Risk; (b) note 2(r) - Loans Receivable; and (c) note 22
– Related Party Transactions. In the annual report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”),
we will (i) expand the description of our direct lending business and activities to include the size and nature of material transactions
where we periodically participate in loans and financing arrangements for entities in which we have an equity ownership and/or representation
on the board of directors that we have provided elsewhere as indicated and (ii) add a description of our underwriting process and standards
and how these transactions fit within our business segments and operations. Additionally, we will update these disclosures as appropriate
in subsequent quarterly reports on Form 10-Q for any material developments or changes.

Wealth Management, page 3

 3. Please revise future filings to discuss the composition of wealth management revenue by activity (e.g.;
advisory, brokerage, etc.) and discuss any material trends. To the extent that revenue from the advisory business is material, please
revise to include a rollforwards of assets under management (AUM) in appropriate detail and disclose average asset management fees.

    Response to Comment 3:

    The Company respectfully acknowledges the
Staff’s comment, and note that during the year ended December 31, 2023, approximately 45% and 37% of the wealth management segment’s
total revenues are comprised of brokerage revenues and advisory revenues, respectively. In future annual reports on Form 10-K, including
the 2024 10-K, we will add a discussion of the composition of wealth management segment revenue by activity in our discussion of the
Wealth Management Segment business. In future periodic reports, we will also expand our discussion of wealth management segment revenues
to include the composition of Wealth Management Segment revenues and to the extent necessary the assets under management and average
asset management fees in our Management Discussion and Analysis of Financial Condition and Results of Operations – Revenues. We
will also, as appropriate, and to the extent there are material changes in advisory assets under management add a roll-forward schedule
of assets under management in future periodic filings, including the 2024 10-K. In that regard, since advisory assets under management
were $8.0 billion at December 31, 2023 and June 30, 2024 and did not change materially, we will expand our discussion during the six
months ended June 30, 2024 to include a table with the composition of wealth management revenues, assets under management at period end,
and average asset management fees in our Management Discussion and Analysis of Financial Condition and Results of Operations –
Revenues in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “2024 Q2 10-Q”).

    B. Riley Financial, Inc.|  www.brileyfin.com |  NASDAQ: RILY 2

    Securities & Exchange Commission November 1, 2024

Item 3. Legal Proceedings, page 48

 4. Please ensure you describe in future filings any material pending legal proceedings including proceedings
contemplated by governmental authorities. Refer to Item 103 of Regulation S-K for guidance.

Response to Comment 4:

The Company respectfully acknowledges the Staff’s
comment, and notes that the Company believes that it has complied with the disclosure requirements of Item 103 of Regulation S-K in the
2023 10-K. In future periodic filings, we will describe any material pending legal proceedings including material proceedings contemplated
by governmental authorities of which we have knowledge and we will include disclosure in our 2024 Q2 10-Q of the previously disclosed
subpoenas received from the Division of Enforcement.

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations, page 51

 5. Please revise future filings to provide information and analysis, including rollforwards if appropriate,
to enhance a reader’s understanding of your financial condition including discussion of trends. Specifically include appropriate
detail, in a tabular format, of the loans receivable balance and the securities and other investments owned balance at each period end
presented. For loans receivable, to the extent that each item continues to be material, include sub-sections for related party amounts,
balances by type of borrower or risk and separately present each individually significant loan balance. For investments, include appropriate
classes such as private equity, public equity, etc. and separately present each individually significant investment. Refer to Item 303
of Regulation S-K.

Response to Comment 5:

The Company respectfully acknowledges, and note
that the Company’s consolidated financial statements include: (a) disclosures of loans receivable where the Company has a concentration
of risk (note 2(r) – Concentration of Risk located on page 102 of the 2023 10-K); (b) disclosure of loans receivable where the Company
has a significant balance (note 2(s) – Loans Receivable located on page 105 of the 2023 Form 10-K); (c) disclosure of loans receivable
balances to related parties (see note 22 – Related Party Transactions located on page 157 of the 2023 10-K); and (d) disclosure
of significant investments (see note 2(s) Securities and Other Investments Owned and Securities Sold Not Yet Purchased on page 107 of
the 2023 10-K). While we will continue as appropriate to include the disclosures described above in the notes to our consolidated financial
statements, we will add as suggested additional information and analysis and expand our discussion of our financial condition and trends
to the extent necessary, as appropriate, in our MD&A in future periodic filings, including the 2024 10-K, to enhance a reader’s
understanding of our financial condition and trends in our business with appropriate detail, in tabular format, of loans receivable and
securities owned and other investments owned. We will also include in tabular format in our future period filings, including the 2024
Q2 10-Q, the name of the borrower and type of borrower or risk with subsections for related party loans receivable and, in a separate
table, investments with the classes of securities for individually significant investments when we file our 2024 Q2 10-Q.

 6. Please revise future filings to provide an analysis, in a tabular format, of the fair value adjustments
on loans recognized in each period presented. Specifically identify each individual loan that had a significant change in fair value during
any period presented and discuss the reasons for the change. For the remainder of the fair value adjustments, include appropriate detail
for an investor to clearly understand what is driving the gains/losses recognized in this line item. Refer to Item 303 of Regulation S-K.

Response to Comment 6:

The Company respectfully acknowledges the Staff’s
comment, and notes that the Company’s consolidated financial statements includes disclosure of loans receivable for which a significant
balance is outstanding along with the fair value adjustments for individually significant loans (note 2(s) – Loans Receivable located
on page 105 of the 2023 Form 10-K). While we will continue, as appropriate, to include the disclosures of loans receivable where a significant
balance is outstanding, along with the fair value adjustments for individually significant loans, in the notes to our consolidated financial
statements in future periodic filings, including the 2024 Q2 10-Q and the 2024 10-K, we will, as the Staff suggests, add a description,
in tabular format, as appropriate, of the fair value adjustments on loans recognized in each period presented with the identification
of individual loans that have a material change in fair value and we will add as appropriate additional detail or information to provide
a better understanding of what drives the gains/losses recognized.

    B. Riley Financial, Inc.|  www.brileyfin.com |  NASDAQ: RILY 3

    Securities & Exchange Commission November 1, 2024

 7. Please revise future filing to provide an analysis, in a tabular format, of the underlying sources
and drivers of realized and unrealized gains/losses on investments for each period presented. Specifically, identify each individual investment
that had a significant realized or unrealized gain/loss during any period presented. For the remainder of the gains/losses recognized,
include appropriate detail for an investor to clearly understand what is driving the gains/losses recognized in this line item including
whether they are related to public or private equities. Additionally, please separately identify realized and unrealized gains/losses
recognized each period. Refer to Item 303 of Regulation S-K.

Response to Comment 7:

The Company respectively acknowledges the Staff’s
comment, and notes that the Company’ consolidated financial statements include disclosures of significant investments (see note
2(s) Securities and Other Investments Owned and Securities Sold Not Yet Purchased on page 107 of the 2023 Form 10-K). While we will continue,
as appropriate, to include the disclosures of significant investments that are included in securities and other investments in the notes
to our consolidated financial statements and in future periodic filings, including the 2024 Q2 10-Q and the 2024 10-K, and we will, as
the Staff suggests, add a description, in tabular format, as appropriate, of the fair value adjustments on loans recognized in each period
presented with the identification of individual loans that have a material change in fair value. We will also add additional information
as appropriate to provide a better understanding of what drives the gains/losses recognized for the investments.

 8. We note your several business segments and emphasis of the diversity of operations referenced in a
recent earnings call. Please revise future filings to provide more informative, clear and understandable descriptions in Management's
Discussion and Analysis. For example, given the complexity and wide range of operations, consider providing an introductory section addressing
the most important matters on which the company's executives focus in evaluating financial condition and operating performance, and provide
context for the dis

September 23, 2024
Phillip J. Ahn
Chief Financial Officer
B. Riley Financial, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
Re:B. Riley Financial, Inc.
Form 8-K
Filed April 8, 2024
File No. 001-37503
Dear Phillip J. Ahn:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

September 20, 2024
Phillip Ahn
Chief Financial Officer
B. Riley Financial, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
Re:B. Riley Financial, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Quarter Ended March 31, 2024
File No. 001-37503
Dear Phillip Ahn:
            We have reviewed your filings and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
General
1.We note that in recent investor calls you have referenced the importance of your senior
notes or "baby bond" business. For example, during the earnings call on February 22,
2023, you stated that "one of the smartest things we did is we sold a lot of baby bonds at
yields of 5.5% and 6%." During the earnings call on February 23, 2022, you stated that
you "have a really meaningful baby bond business." In future filings, please revise
Business and Management's Discussion and Analysis to provide additional quantitative
and qualitative detail about your baby bond business and its relative importance to your
operations and liquidity.
Business, page 1
We note the statement on page 2 that you "periodically participate in loans and financing
arrangements for entities in which [you] have an equity ownership and representation on
the board of directors." We also note your disclosure on page 157 that
identifies certain transactions, beginning with Babcock and Wilcox. In future filings here 2.

September 20, 2024
Page 2
and where appropriate, please clarify the nature and scope of these transactions,
including, for example, their approximate, aggregate size, your underwriting or loan
approval process and standards and how these transactions fit within your business
segments and overall approach to investing and operating the "platform."
Wealth Management Segment, page 3
3.Please revise future filings to discuss the composition of wealth management revenue by
activity (e.g.; advisory, brokerage, etc.) and discuss any material trends.  To the extent
that revenue from the advisory business is material, please revise to include a rollforwards
of assets under management (AUM) in appropriate detail and disclose average asset
management fees.
Item 3. Legal Proceedings, page 48
4.Please ensure you describe in future filings any material pending legal proceedings
including proceedings contemplated by governmental authorities. Refer to Item 103 of
Regulation S-K for guidance.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 51
5.Please revise future filings to provide information and analysis, including rollforwards if
appropriate, to enhance a reader’s understanding of your financial condition including
discussion of trends. Specifically include appropriate detail, in a tabular format, of the
loans receivable balance and the securities and other investments owned balance at each
period end presented. For loans receivable, to the extent that each item continues to be
material, include sub-sections for related party amounts, balances by type of borrower or
risk and separately present each individually significant loan balance. For investments,
include appropriate classes such as private equity, public equity, etc. and separately
present each individually significant investment. Refer to Item 303 of Regulation S-K.
6.Please revise future filings to provide an analysis, in a tabular format, of the fair value
adjustments on loans recognized in each period presented. Specifically identify each
individual loan that had a significant change in fair value during any period presented and
discuss the reasons for the change. For the remainder of the fair value adjustments,
include appropriate detail for an investor to clearly understand what is driving the
gains/losses recognized in this line item. Refer to Item 303 of Regulation S-K.
7.Please revise future filing to provide an analysis, in a tabular format, of the underlying
sources and drivers of realized and unrealized gains/losses on investments for each period
presented. Specifically, identify each individual investment that had a significant realized
or unrealized gain/loss during any period presented. For the remainder of the gains/losses
recognized, include appropriate detail for an investor to clearly understand what is driving
the gains/losses recognized in this line item including whether they are related to public or
private equities. Additionally, please separately identify realized and unrealized
gains/losses recognized each period. Refer to Item 303 of Regulation S-K.
We note your several business segments and emphasis of the diversity of operations
referenced in a recent earnings call. Please revise future filings to provide more
informative, clear and understandable descriptions in Management's Discussion and 8.

September 20, 2024
Page 3
Analysis. For example, given the complexity and wide range of operations, consider
providing an introductory section addressing the most important matters on which the
company's executives focus in evaluating financial condition and operating performance,
and provide context for the discussion and analysis of the financial statements. Future
disclosures should enable an investor to better understand the reasons underlying
material fluctuations and to see the analysis through the eyes of management. We refer
you to Item 303(a) of Regulation S-K and Release 33-8350.
Overview - Description of the Company, page 52
9.Please revise future filings to provide additional information, similar to disclosure in your
December 31, 2022 Form 10-K, related to your investments in brands including how you
account for and report them.  For example, specifically identify the brands that you
consolidate and the brands that you account for using the fair value option as discussed on
page 108.
Operating Expenses - Capital Markets, page 58
10.We note your disclosure that the increase in Selling, general and administrative expenses
in the Capital Markets segment in 2023 was primarily due to an increase of $77.3 million
related to the Advisory Agreement with Brian Kahn. Please explain to us in detail and
revise future filings as appropriate to discuss the nature of costs related to the Advisory
Agreement, how they were incurred, why they increased so substantially in 2023 as
compared to 2022 and any another other facts and circumstances needed to understand the
magnitude and amounts recognized.
Liquidity and Capital Resources, page 61
11.We note your disclosure on page 63 that you breached financial covenants as of
September 30, 2023 and December 31, 2023 related to Targus Credit Agreement. To the
extent you have breached or are reasonably likely to breach any debt covenants, please
revise to disclose material information about the breach or potential breach and discuss
any material impact on the company.  For example, discuss:

•the steps you took or are taking to avoid the breach;
•the steps you took or intend to take to cure, obtain a waiver of or otherwise address
the breach;
•the reasonably likely impact of the breach (including the effects of any cross-default
or cross-acceleration or similar provisions) on your financial condition and operating
performance; and
•alternate sources of funding and any reasonably likely impact your ability to access
these sources.

Refer to SEC Interpretive Release No. 33-8350 and Rule 4-08(c) of Regulation S-X.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk, page 71
We note that your primary exposure to market risk consists of risk related to changes in
interest rates, and that you utilize borrowings under your senior notes payable and credit 12.

September 20, 2024
Page 4
facilities to fund costs and expenses incurred in connection with your acquisitions and
operations. We also note your risk factor disclosure on page 42 that an increase in market
interest rates could result in a decrease in the value of your senior notes and increase your
future borrowing costs. In future filings, please provide a materially complete description
of how you seek to manage risks due to changes in interest rates and other material
impacts on your operational facts and circumstances, including any management or
corporate governance controls or procedures for identifying and responding to rapid
increases and decreases in interest rates due to or as a result of exogenous or
unknown factors. For example, please clarify if there are any board approved limits and,
with a view to disclosure, advise us of the extent to which there has been approved risk
profiles that do not conform to management and board risk tolerances. If applicable, also
clarify the extent to which such limits and other policies and controls have been changed
due to the economic and other developments.
Item 13. Certain Relationships and Related Party Transactions, and Director Independence, page
76
13.We note that there appears to be several related party transactions identified in Note 22
beginning on page 157 that are not disclosed in this section or in the proxy statement that
is incorporated by reference. For example, we don't see any discussion in the related party
transactions section beginning on page 13 of the proxy statement about transactions with
Applied Digital, Freedom VCM Holdings, LLC, Vintage Capital Management, Torticity,
LLC, or Kanaci Technologies, LLC. We also note your disclosure on pages 6 and 54
regarding a loan to Conn's Inc. that is reported as a related party loan receivable, but do
not see any disclosure in this section or the related party transaction section of the proxy
statement related to this loan. Please revise your future filings to disclose in this section
all related party transactions that are required by Item 404 of Regulation S-K, or advise.
Item 15. Financial Statements, page 91
14.Please revise future filings to separately present or disclose amounts from related party
transactions on the face of your balance sheet, statement of operations, and statement of
cash flows. Refer to Rule 4-08(k) of Regulation S-X.
Consolidated Statements of Operations, page 92
15.Please revise future filings to separately present each item that is greater than 10% of total
revenue in your consolidated statements of operations.  For example, separately present
trading income (loss), fair value adjustments on loans, interest income – loans, and
interest income from securities lending, if appropriate.
Note 2 - Summary of Significant Accounting Policies, page 98
16.Please revise future filings to disclosure your accounting policies related to contingent
consideration. Additionally, please tell us and disclose the transaction, as needed, that
resulted in the recognition of the contingent consideration in 2022.
(f) Concentration of Risk, page 102
17.Please revise future filings to more clearly quantify and discuss your direct and indirect
risk and exposure to loss from Freedom VCM.

September 20, 2024
Page 5
(r) Loans Receivable, page 105
18.We note your disclosure that you have provided limited guarantees with respect to
Babcock & Wilcox Enterprises, Inc. (“B&W”) up to a maximum of $150,000 as further
described in Note 18(b) and that you have not recorded any provision for credit losses on
the B&W guarantees since the Company believes that there is sufficient collateral to
protect the Company from any credit loss exposure. Based on disclosure in Note 18(b) it
appears you have off-balance sheet credit exposures significantly greater than $150,000
related to B&W commitments and guarantees. Please explain to us why you limited your
credit loss assessment to $150,000 and/or revise future filings as needed.
Badcock Loan Receivable, page 106
19.Please revise future filings to more clearly describe the key terms regarding the
underlying transactions described as Badcock Loan Receivable. For example, describe
whether you purchased consumer credit card receivables, whether you loaned amounts to
a corporate entity and the receivables serve as collateral, etc. Clearly describe any
collateral underlying the loans, any guarantees provided by other entities, and any other
material terms to ensure you clearly describe the credit risk assumed in each transaction.
(s) Securities and Other Investments Owned and Securities Sold Not Yet Purchased, page 107
20.Please revise future filings to disclose for each period presented the portion of unrealized
gains and losses for the period that relates to equity securities still held at the reporting
date. Refer to ASC 321-10-50-4 for guidance.
Freedom VCM Holdings, LLC Equity Interest and Take-Private Transaction, page 109
21.We note your disclosure that Freedom VCM can exercise influence over Conn’s. Please
revise future filings to disclose the key terms of the sale of Badcock by Freedom VCM to
Conn’s on December 18, 2023. For example, disclose the sales price, the securities and
related rights Freedom VCM received, the ownership percentage of Conn’s, etc.
22.Given the materiality of the concentration of risk related to Freedom VCM, please tell us
what consideration was given to including financial statements of Freedom VCM as an
exhibit, and revise future filings as applicable.
(u) Fair Value Measurements, page 113
23.Please revise future filings to separately disclose purchases, sales and settlements in the
“Level 3 Changes During the Period” table on page 119. Refer to ASC 820-10-50-2.c.2
for guidance.
24.For Level 3 fair value measurements, please revise future filings to disclose under the
“Level 3 Changes During the Period” table on page 119, the amount of total gains or
losses recognized in earnings for the period that is attributable to the change in unrealized
gains or losses relating to those assets and liabilities held at the end of the reporting period
and the line item(s) in the statement of operations in which those unrealized gains or
losses are recognized. Refer to ASC 820-10-50-2.d for guidance.

September 20, 2024
Page 6
Acquisition of Targus, page 126
25.Please tell us how the seller financing of $54 million was accounted for and presented on
your balance sheet at December 31, 2022 and 2023 and revise future filings as needed.
Note 12 - Term Loans and Revolving Credit Facilities , page 136
26.Please revise future filings to disclose the carrying amount and classification of any assets
pledged as collateral.  Refer to ASC 860-30-50-1A.b.1 for guidance.
Note 15 - Income Taxes, page 148
27.We note you had net operating loss carryforward deferred tax assets of $103 million at
December 31, 2023.  We also note your disclosure that existing net operating loss
carryforwards will be utilized in future tax periods before the loss carryforwards expire
and it is more-likely-than-not that future taxable earnings will be sufficient to realize
deferred tax assets and that you have not provided an additional valuation allowance. We
also note you disclose a valuation allowance of $104 million at December 31, 2023.
Please revise your disclosure in future filings to address the following:

•provide a rollforward of the deferred tax asset valuation allowance for each period
presented;
•clarify that you have a valuation allowance for a portion of the net operating loss
carryforwards and other net deferred tax assets;
•clarify if the remaining net deferred tax asset relates to net operating loss
carryforwards;
•clarify how you determined the level of valuation allowance required and/or the
portion of net operating loss carryforwards that did not require a valuation allowance;
and
•provide an assessment of the likelihood that future net operating losses will require a
valuation allow

CORRESP
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filename1.htm

    11100
    Santa Monica Blvd., Suite 800

    Los
    Angeles, CA 90025

    Tel:
    (310) 966-1444

    www.brileyfin.com

July 1, 2024

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Doris Stacey Gama

    Suzanne Hayes

Re:  B. Riley Financial, Inc.

    Form 8-K

    Filed April 8, 2024

    File No. 001-37503

 Dear
Mses. Gama and Hayes:

On behalf of B. Riley Financial, Inc. (the “Company”),
this is a written response to the June 4, 2024 comment letter of the Staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) regarding the Company’s filing referenced above. Our responses have been
included directly below each of the individual numbered comments included in your letter.

Form 8-K

Item 1.05 Material Cybersecurity Incidents

 1. We note the statement that you experienced a cybersecurity incident in your Form 8-K filed on April 8, 2024. Please advise us as
to why you determined to file under Item 1.05 of Form 8-K given your statement that you do not currently believe that the incident will
materially impact your financial condition or results of operations taken as a whole.

Response:

As the Staff notes, the
Company’s Current Report on Form 8-K filed on April 8, 2024 (the “April 8 Form 8-K”) disclosed, under Item 1.05,
Cybersecurity Incidents, a cybersecurity incident experienced by a subsidiary of the Company on April 5, 2024. As disclosed in
the April 8 Form 8-K, the Company did not at that point believe that the incident will materially impact the Company’s financial
condition or results of operations taken as a whole. The Commission’s Current Report on Form 8-K requires disclosure under Item
1.05 of a cybersecurity incident by a registrant that the registrant has determined “to be material.”

At the time of the Company’s
voluntary disclosure of the cybersecurity incident in the April 8 Form 8-K, the Company believed that including the disclosure under Item
1.05 would be helpful to investors. The Company believed that investors, in light of the new Item 1.05 requirements, might have expected
to find cybersecurity incidents that might become public disclosed under Item 1.05 notwithstanding the absence of a materiality determination,
as other issuers had done prior to the Staff’s recent guidance. The Company is now aware of that Staff guidance, issued after the
filing of the April 8 Form 8-K, encouraging registrants to disclose such incidents under another item of Form 8-K so as to avoid investor
confusion. In light of the Staff’s guidance, in the future the Company will not report a cybersecurity incident under Item 1.05
unless it has made a determination that the incident is material.

 2. If the cybersecurity incident was reasonably likely to have a material impact on your operations, including
qualitative or quantitative impacts, please amend your Form 8-K to describe the material impacts or likely material impacts. For example,
consider customer/partner relationships and potential reputational harm related to the outage of your system, not just the impact to your
financial condition or results of operations.

Response:

The Company respectfully
refers the Staff to its response to Comment No. 1.

    -1-

If you have any questions or require further information regarding the
above responses, you are welcome to contact me directly at 914-830-3173.

    Sincerely,

    /s/ Alan
N. Forman

    Alan N. Forman
Executive Vice President, General Counsel and Secretary

                                                                   B. Riley Financial, Inc.

    -2-

United States securities and exchange commission logo
June 4, 2024
Phillip J. Ahn
Chief Financial Officer
B. Riley Financial, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
Re:B. Riley Financial, Inc.
Form 8-K
Filed April 8, 2024
File No. 001-37503
Dear Phillip J. Ahn:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K
Item 1.05 Material Cybersecurity Incidents
1.We note the statement that you experienced a cybersecurity incident in your Form 8-K
filed on April 8, 2024. Please advise us as to why you determined to file under Item 1.05
of Form 8-K given your statement that you do not currently believe that the incident will
materially impact your financial condition or results of operations taken as a whole.
2.If the cybersecurity incident was reasonably likely to have a material impact on your
operations, including qualitative or quantitative impacts, please amend your Form 8-K to
describe the material impacts or likely material impacts. For example, consider
customer/partner relationships and potential reputational harm related to the outage of
your system, not just the impact to your financial condition or results of operations.
            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.

 FirstName LastNamePhillip J. Ahn
 Comapany NameB. Riley Financial, Inc.
 June 4, 2024 Page 2
 FirstName LastName
Phillip J. Ahn
B. Riley Financial, Inc.
June 4, 2024
Page 2
            Please contact Doris Stacey Gama at 202-551-3188 or Suzanne Hayes at 202-551-3675
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

        Telephone: 1-310-712-6600

        Facsimile: 1-310-712-8800

        WWW.SULLCROM.COM

        1888 Century Park East

        Los Angeles, California 90067-1725

        ______________________

        New York •
        Palo Alto • washington, D.C.

        Brussels •
        Frankfurt • london • paris

        Beijing •
        Hong Kong • Tokyo

        Melbourne
• Sydney

    February 9, 2021

VIA EMAIL & EDGAR

David M. Plattner

Special Counsel

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.,

Washington, D.C. 20549

 Re: National Holdings Corporation

Schedule TO-T filed by B. Riley
Financial, Inc. and

B. Riley Principal
Merger Corp. III

Filed January 27, 2021

File No. 005-51125

Schedule 13E-3 filed by
National Holdings Corporation, B. Riley Financial, Inc.

and B. Riley Principal Merger
Corp. III

Filed January 28, 2021

File No. 005-51125

Dear Mr. Plattner:

On behalf of B. Riley Financial, Inc. (“BRF”)
and B. Riley Principal Merger Corp. III (“Merger Sub” together with BRF, the “Filing Persons”),
set forth below is the response to the comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) that were set forth in your letter dated February
4, 2021 (the “Comment Letter”) regarding the Filing Persons’ Schedule TO, filed with the Commission on
January 27, 2021 (including the exhibits thereto, the “Schedule TO”) and Transaction Statement on Schedule 13E-3,
filed with the Commission on January 28, 2021 (the “Schedule 13E-3”). For your convenience, this letter
is formatted to reproduce your comments in bold text followed by our responses, and the numbered paragraphs of this letter correspond
to the numbered paragraphs of the Comment Letter.

In addition, the Filing Persons have revised
the Schedule TO in response to the Staff’s comments and is filing concurrently with this letter an amendment to the Schedule
TO (the “Amended Schedule TO”), which reflects these revisions. Unless otherwise indicated, all page numbers
referenced herein are to the applicable pages of the Offer to Purchase, dated January 27, 2021 (the “Offer to Purchase”).

David M. Plattner

United States Securities and Exchange Commission

February 9, 2021

Page 2

Schedule TO

Offer to Purchase

Summary Term Sheet, page 1

 1. Disclosure on page 4 states, “No stockholder of NHLD has entered into an agreement requiring them to tender their
Shares into the Offer or to otherwise support the Offer.” Notwithstanding the absence of a formal agreement, please elaborate
on this statement by referring to the apparent support of the Offer and intent to tender by members of NHLD management.

Response: The disclosure
on page 4 of the Offer to Purchase has been revised in response to the Staff’s comment.

Special Factors, page 11

 2. We note the following disclosure on page 12: “The representative of S&C stated that, in the April 30 Proposal,
management was excluded from the offer because BRF intended that certain members of management remain in their positions following
the closing of the potential tender offer.” To the extent that such members of management were mentioned by name, please
disclose such names.

Response: The disclosure
on page 12 of the Offer to Purchase has been revised in response to the Staff’s comment.

 3. Please provide more detail as to why Mr. Riley vacillated about the possibility of BRF selling its ownership interest in
NHLD at $3.25 per share. In this regard, disclosure on page 13 indicates that, on July 15, BRF was unwilling to sell at “$3.25
per Share or any price near that price point.” Further disclosure indicates that, on August 21, BRF was willing to consider
a sale at that price, while on September 22, BRF was once again unwilling to consider a sale at “$3.25 per Share or any price
near that price point.”

Response: Mr. Riley’s
willingness to consider the possibility of BRF selling its ownership interest in NHLD at $3.25 per Share on August 21 was tied
to the misunderstanding in late July regarding the treatment of NHLD management’s equity awards, which impacted BRF’s
view of its investment in NHLD and the July 24 Proposal, and which misunderstanding was subsequently clarified on September 16,
as disclosed in the Offer to Purchase. This misunderstanding caused Mr. Riley to conclude that making an offer for all outstanding
Shares was not viable from an economic perspective, and resulted in a corresponding willingness to consider the possibility of
BRF selling its Shares. Once the misunderstanding was resolved on September 16 and Mr. Riley realized that an agreement could be
reached with respect to the treatment of NHLD management’s equity awards, BRF was able to confirm its valuation of NHLD and
accordingly, Mr. Riley re-engaged in negotiations with NHLD and the Special Committee that culminated in BRF making the current
offer.

David M. Plattner

United States Securities and Exchange Commission

February 9, 2021

Page 3

4. We note the various references to Mr. Asher in the disclosure. Please confirm in your response letter that no agreement
existed or exists between BRF and Mr. Asher with respect to the Offer or the negotiations leading up to it, or, if such an agreement
did exist or does exist, please disclose that in the filing.

Response: The Filing Persons
acknowledge the Staff’s comment and confirm that no agreement existed or exists between BRF and Mr. Asher with respect to
the Offer or the negotiations leading up to it.

5. We note the statements on page 38 that BRF and Purchaser “may be deemed” affiliates of NHLD. Please revise such
statements to remove the uncertainty.

Response: The disclosure
on page 38 of the Offer to Purchase has been revised in response to the Staff’s comment.

The Tender Offer, page 39

6. We note the following disclosure on page 41: “All questions as to the validity, form, eligibility (including time
of receipt) and acceptance for payment of any tender of Shares will be determined by us in our sole discretion. We reserve the
absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may,
in the opinion of our counsel, be unlawful.” Please revise this disclosure (as well as parallel disclosure on page 43 of
the Offer to Purchase and page 9 of the Letter of Transmittal) to clarify that shareholders may challenge such determinations in
a court of competent jurisdiction.

Response: The disclosures
on pages 41 and 43 of the Offer to Purchase and page 9 of the Letter of Transmittal have been revised in response to the Staff’s
comment.

7. All offer conditions, except those dependent on the receipt of regulatory approvals necessary to consummate the Offer, must
be satisfied or waived at or before the expiration of the Offer. The disclosure on page 52, however, states that offer conditions
“…may be waived by us or BRF in whole or in part at any time and from time to time….” Please revise to
remove the implication that conditions may be waived after expiration.

Response: The disclosure on page 52 of the
Offer to Purchase has been revised in response to the Staff’s comment.

David M. Plattner

United States Securities and Exchange Commission

February 9, 2021

Page 4

8. Please see the previous comment. Note that if an event occurs that “triggers” an offer condition before the
Expiration Date, BRF and Purchaser must act promptly to waive the condition, or assert it to terminate. BRF and Purchaser may not
wait until the Expiration Date to assert a condition that was triggered earlier in the Offer period. Please confirm your understanding
in your response letter.

Response: The Filing Persons confirm their
understanding that if a condition to the Offer is “triggered”, the Filing Persons must act promptly to waive the condition,
or to assert it to terminate the Offer; if the Filing Persons decide to proceed with the Offer, such action would constitute a
waiver of such condition. The Filing Persons acknowledge that if they waive a material condition to the Offer, they are required
to promptly disclose such waiver.

*     *     *     *     *     *

We appreciate the opportunity to respond
to your comments and would be happy to discuss our responses and disclosures with you, if necessary, at your convenience.

Please do not hesitate to call me at (310)
712-6603 with any questions or further comments you may have regarding the Schedule TO or Schedule 13E-3.

    Sincerely,

    /s/ Patrick S. Brown

 cc: Alan Forman, B. Riley Financial, Inc.

CORRESP
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VIA EDGAR

February 20, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Mr. Scott Anderegg

    Re:

    B. Riley Financial, Inc.

    Registration Statement on Form S-3

    File No. 333-236463

    Request for Acceleration of Effectiveness

Dear Mr. Anderegg:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, B. Riley Financial, Inc., a Delaware corporation (the “Company”), hereby requests
that the Securities and Exchange Commission (“Commission”) take appropriate action to cause the
above-referenced Registration Statement to become effective at 4:00 PM Eastern on Monday, February 24, 2020, or as soon
thereafter as practicable.

Please contact Sara Terheggen of The NBD Group,
Inc. at (310) 890-0110 should you have any questions or require additional information regarding this request.

Very truly yours,

    B. RILEY FINANCIAL, INC.

    /s/ Phillip J. Ahn

    Name: Phillip J. Ahn

    Title:   Chief Financial Officer and Chief Operating Officer

    cc: Sara Terheggen, The NBD Group, Inc.

February 20, 2020
Bryant Riley
Co-Chief Executive Officer
B. Riley Financial, Inc.
21255 Burbank Blvd, Suite 400
Woodland Hills, California 91367
Re:B. Riley Financial, Inc.
Registration Statement on Form S-3
Filed February 14, 2020
File No. 333-236463
Dear Mr. Riley:
            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 Scott Anderegg, Staff Attorney at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

September 27, 2019
Phillip J. Ahn
Chief Financial Officer and Chief Operating Officer
B. Riley Financial, Inc.
21255 Burbank Blvd, Suite 400
Woodland Hills, California 91367
Re:B. Riley Financial, Inc.
Registration Statement on Form S-3
Filed September 23, 2019
File No. 333-233907
Dear Mr. Ahn:
            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 Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Sara L. Terheggen

CORRESP
1
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VIA
EDGAR

September
27, 2019

United States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attn:
Ms. Katherine Bagley

    Re:

    B.
    Riley Financial, Inc.

    Registration Statement on Form S-3

    File No. 333-233907

    Request for Acceleration of Effectiveness

Dear
Ms. Katherine Bagley:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, B. Riley Financial, Inc., a Delaware corporation (the “Company”),
hereby requests that the Securities and Exchange Commission (“Commission”) take appropriate action to cause
the above-referenced Registration Statement to become effective at 2:00 PM Eastern Time on September 30, 2019, or as soon thereafter
as practicable.

Please
contact Sara Terheggen of The NBD Group, Inc. at (408) 201-2964 should you have any questions or require additional information
regarding this request.

Very
truly yours,

B. RILEY FINANCIAL, INC.

    /s/ Phillip J. Ahn

    Name:
Phillip J. Ahn

    Title:   Chief Financial Officer and Chief Operating Officer

cc:
Sara Terheggen, The NBD Group, Inc.

CORRESP
1
filename1.htm

VIA EDGAR

December 14, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Mr. Scott Anderegg

    Re:

    B. Riley Financial, Inc.

    Registration Statement on Form S-3

    File No. 333-228731

    Request for Acceleration of Effectiveness

Dear Mr. Anderegg:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, B. Riley Financial, Inc., a Delaware corporation (the “Company”), hereby requests that
the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced
Registration Statement to become effective at 5:00 PM Eastern Time on December 17, 2018, or as soon thereafter as practicable.

Please contact Sara Terheggen of The NBD
Group, Inc. at (408) 201-2964 should you have any questions or require additional information regarding this request.

Very truly yours,

B. RILEY FINANCIAL, INC.

    /s/ Phillip J. Ahn

Name: Phillip J. Ahn

Title:   Chief Financial Officer and Chief Operating
Officer

cc: Sara Terheggen, The NBD Group, Inc.

December 13, 2018
Bryant Riley
Co-Chief Executive Officer
B. Riley Financial, Inc.
21255 Burbank Blvd, Suite 400
Woodland Hills, California 91367
Re:B. Riley Financial, Inc.
Registration Statement on Form S-3
Filed December 10, 2018
File No. 333-228731
Dear Mr. Riley:
            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 Scott M. Anderegg, Attorney, at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
1
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VIA EDGAR

April 4, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Ms. Katherine Bagley

    Re:

    B. Riley Financial, Inc.

    Registration Statement on Form S-3

    File No. 333- 223789

    Request for Acceleration of Effectiveness

Dear Ms. Bagley:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended, B. Riley Financial, Inc., a Delaware corporation (the “Company”), hereby requests that
the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced
Registration Statement to become effective at 5:00 PM Eastern Time on April 6, 2018, or as soon thereafter as practicable.

Please contact Scott Stanton of Morrison &
Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

Very truly yours,

B. RILEY FINANCIAL, INC.

/s/ Phillip J. Ahn

Name: Phillip J. Ahn

Title:   Chief Financial Officer and Chief Operating Officer

cc: Scott Stanton, Morrison & Foerster LLP

Mail Stop 3561
March 23, 2018

Bryant Riley
Chief Executive Officer
B. Riley Financial, Inc.
21255 Burbank Blvd, Suite 400
Woodland Hills, California 91367

Re: B. Riley Financial, Inc.
  Registration Statement on Form S-3
Filed  March 20, 2018
  File No.  333-223789

Dear Mr. Riley :

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 Katherine Bagley  at (202) 551 -2545  with any questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director
Office of Consumer Products

Mail Stop 3561
November 28, 2017

Bryant Riley
Chief Executive Officer
B. Riley Financial, Inc.
21255 Burbank Blvd, Suite 400
Woodland Hills, California 91367

Re: B. Riley Financial, Inc.
  Registration Statement on Form S-3
Filed  November 22, 2017
  File No.  333-221715

Dear Mr. Riley :

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  Katherine Bagley at (202) 551 -2545  with any questions.

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director
Office of Consumer Products

CORRESP
1
filename1.htm

VIA EDGAR

November 28, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Ms. Katherine Bagley

    Re:

    B. Riley Financial, Inc.

    Registration Statement on Form S-3

    File No. 333-221715

    Request for Acceleration of Effectiveness

Dear Ms. Bagley:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended, B. Riley Financial, Inc., a Delaware corporation (the “Company”), hereby requests that
the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced
Registration Statement to become effective at 5:00 PM Eastern Time on November 29, 2017, or as soon thereafter as practicable.

Please contact Sara Terheggen of Morrison &
Foerster LLP at (650) 813-5645 should you have any questions or require additional information regarding this request.

Very truly yours,

B. RILEY FINANCIAL, INC.

/s/ Phillip J. Ahn

Name: Phillip J. Ahn

Title:   Chief Financial Officer and Chief Operating Officer

cc: Sara L. Terheggen, Morrison & Foerster LLP

CORRESP
1
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CORRESP

 April 27, 2017

Via EDGAR and Email

 Mara L. Ransom

Assistant Director, Office of Consumer Products

 U.S. Securities
and Exchange Commission,

 100 F Street, NE,

 Washington, D.C.
20549.

Re:
B. Riley Financial, Inc.

Registration Statement on Form S-4 (File No. 333-216764)

 Dear Ms. Ransom:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, B. Riley Financial, Inc.
(“B. Riley”) hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form S-4 (the “Registration Statement”) be accelerated to May 1, 2017 at 12:00 noon, Eastern Time, or as
soon as practicable thereafter on such date.

*            *
 *

Securities and Exchange Commission

 -
 2
-

 B. Riley requests that the Commission notify us of the effectiveness of the Registration
Statement by calling our counsel, Patrick S. Brown of Sullivan & Cromwell LLP, at (310) 712-6603.

Sincerely,

/s/ Phillip J. Ahn

 Phillip J. Ahn

 Chief Operating Officer and
Chief Financial Officer of B. Riley Financial, Inc.

cc:
Lilyanna Peyser

Charlie Guidry

(Securities and Exchange Commission)

Patrick S. Brown

(Sullivan & Cromwell LLP)

Alan N. Forman

(B. Riley Financial, Inc.)

Richard J. Hendrix

(FBR & Co.)

Nicholas G. Demmo

David E. Shapiro

(Wachtell, Lipton, Rosen and Katz)

CORRESP
1
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CORRESP

 April 17, 2017

Via EDGAR and Email

 Mara L. Ransom,

Assistant Director

 Office of
Consumer Products

 Securities and Exchange Commission

Mail Stop 3561

 100 F Street

 Washington, D.C. 20549-0510

Re:

 Responses to Comments on the Registration Statement on

Form S-4 filed by B. Riley Financial, Inc. on March 17, 2017

(File No. 333-216764)

 Dear Ms. Ransom:

B. Riley Financial, Inc. (“B. Riley”) today filed Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-216764) (“Amendment No. 1”), including a joint proxy statement/prospectus of B. Riley and FBR & Co. (“FBR”). This letter, which is being submitted on behalf of B. Riley
and FBR, responds to your letter, dated April 12, 2017, relating to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in connection with the above-referenced Registration
Statement and certain related documents.

 For your convenience, we have included the text of your comments. All page references contained
in this letter are to the pages of Amendment No. 1 in the form filed today with the Commission.

 Mara L. Ransom,

April 17, 2017

-2-

 Questions and Answers about the Transaction and the Special Meeting

Summary

 Pre-Closing Dividend, page 12

1.
Please disclose here, and in the section discussing the Pre-Closing Dividend on page 100, whether and how, including during the interim period between sending the materials to shareholders and the shareholder vote,
the FBR board intends to notify shareholders of any changes in the likelihood of paying the Pre-Closing Dividend and of any changes to the amount of the Pre-Closing Dividend. In addition, please discuss whether and how, in the event the Pre-Closing
Dividend is less than $8.50, the FBR board will notify shareholders as to whether and why such change in the dividend amount affects its recommendation that shareholders approve the merger, and whether and why such change in the dividend amount
affects its willingness to rely on the fairness opinion; in this regard, we note that both FBR’s board’s recommendation that shareholders approve the merger and the conclusions reached in the fairness opinion were based in part on the
assumption that FBR will pay a dividend of at least $8.50.

 We respectfully advise the Staff that FBR intends to
disclose the expected amount of the pre-closing dividend as of the date of the joint proxy statement/prospectus and to make additional disclosure of the expected dividend as of a date at least 10 days in advance of the special meeting of FBR
shareholders. FBR would make this additional disclosure by filing a Form 8-K with the Commission or issuing a press release. We have revised the disclosures on pages 2, 13 and 55 to reflect that shareholders will be provided with an update of the
estimated amount of the pre-closing dividend in advance of the special meeting of FBR’s shareholders.

 We respectfully advise the
Staff that the reasons underlying the FBR board of directors’ decision to enter into the merger agreement and to recommend the merger proposal to its shareholders are detailed in the sections entitled “The Merger—Background of the
Merger” and “The Merger—Recommendations of the FBR Board of Directors and Reasons for the Merger.” The FBR board of directors did not make its recommendation based on the assumption that the FBR shareholders would receive a
pre-closing dividend of at least $8.50 per FBR common share, which was the estimated value of the pre-closing dividend at the board meeting held on February 17, 2017. Rather, when the FBR board of directors approved the merger agreement and
resolved to recommend that FBR

 Mara L. Ransom,

April 17, 2017

-3-

 shareholders vote in favor of the merger proposal, it was aware of and extensively considered the fact that
both the merger consideration, which would fluctuate based on the price of B. Riley’s common stock, and the pre-closing dividend, which would fluctuate based on FBR’s financial performance, could decrease between the time that FBR entered
into the merger agreement and the time of the FBR special meeting or the effective time of the merger. However, in response to the concerns raised by the Staff in Comment #1, we have revised pages 55 and 58 to describe, in more detail, the
board’s deliberations with respect to the possibility that the merger consideration and the pre-closing dividend could materially decrease between the time of signing and the time of the FBR special meeting or the effective time of the merger.
We believe that these revisions should address the Staff’s concerns regarding the FBR board of directors’ recommendation in favor of the merger proposal by clarifying that the recommendation is based in part on the consideration that the
potential benefits of the merger outweighed the risks associated with the potential decrease of the value of the merger consideration and the pre-closing dividend.

We also respectfully advise the Staff that Berkshire Capital’s fairness opinion is based on various assumptions that could vary between
the date of the opinion and the effective time of the merger, including the potential for the merger consideration and the pre-closing dividend to fluctuate between the time that FBR entered into the merger agreement and the time of the FBR special
meeting or the effective time of the merger. Those assumptions and limitations were disclosed to and taken into account by the FBR board of directors when it deliberated about whether the merger agreement and the transactions contemplated thereby
were in the best interests of FBR shareholders and FBR. Those assumptions and limitations are described in the joint proxy statement/prospectus. However, in response to the Staff’s concerns, we have revised page 55 to clarify that the FBR board
of directors, in relying on Berkshire Capital’s fairness opinion, was aware of and took into account the assumptions underlying and the limitations of Berkshire Capital’s fairness opinion.

Material U.S. Federal Income Tax Consequences of the Merger, page 21

2.
Please revise this section and the related section on page 9 to identify briefly the uncertainty relating to the tax treatment of the Pre-Closing Dividend.

We respectfully advise the Staff that we have revised the disclosure on pages 9, 21 and 32 in response to this comment.

 Mara L. Ransom,

April 17, 2017

-4-

 Risk Factors, page 30

3.
As it appears that the section entitled “Risk Factors—Risks Factors Relating to the Pre- Closing Dividend,” as referenced on page 31 or “Risk Factors—Risks Relating to the Pre-Closing
Dividend,” referenced on page 32, does not exist. Please revise the references, directing readers to the appropriate location of those risk factors, including to the discussion of the factors referenced in the first paragraph of page 31.

 We respectfully advise the Staff that we have revised the disclosure on pages 32 and 34 in response to this comment.

4.
Please include a risk factor discussing the uncertainty relating to the tax treatment of the Pre-Closing Dividend.

We respectfully advise the Staff that we have revised the disclosure on page 32 in response to this comment.

The amount of the pre-closing dividend is uncertain, page 31

5.
In this risk factor, please disclose that the Pre-Closing Dividend amount, if any, will not be known when the FBR shareholder vote occurs.

We respectfully advise the Staff that we have revised the disclosure on page 32 in response to this comment.

 Mara L. Ransom,

April 17, 2017

-5-

 The Merger

Background of the Merger, page 53

6.
Please revise this section to describe the nature of FBR’s discussions with market participants other than B. Riley, and the reasons that such discussions were terminated. Please also explain the background of
B. Riley’s decision to pursue discussions with FBR regarding potential strategic opportunities, and the nature and conclusions of any similar discussions between B. Riley and other market participants. Finally, throughout your discussion and
where possible, please identify the “senior management” and “representatives” who engaged in the identified communications and attended the identified meetings.

We respectfully advise the Staff that we have revised the disclosure on pages 56–59 in response to this comment.

B. Riley Agreement with Richard J. Hendrix, page 75

7.
We note that, although FBR & Co.’s 10-K is incorporated by reference, the Part III information from that 10-K is forward incorporated and will be contained in FBR & Co.’s proxy, which is
not yet filed. Accordingly, please provide the executive compensation information required by Item 18(a)(7)(ii) of Form S-4 for Mr. Hendrix.

We respectfully advise the Staff that FBR intends to file an amendment on Form 10-K/A to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2016, in the next week and, in any event, before B. Riley requests acceleration of the effectiveness of the Form S-4 pursuant to Rule 461. The Form 10-K/A will include the executive compensation information required by
Item 18(a)(7)(ii) of Form S-4 for Mr. Hendrix and will be incorporated by reference into the Form S-4.

 The Merger Agreement

Pre-Closing Dividend, page 100

8.
Where appropriate, please revise your disclosure to highlight that FBR’s board’s recommendation that the shareholders approve the merger, as well as the conclusions of the fairness opinion, are based in
part on the assumption that FBR will pay a Pre-Closing Dividend of $8.50, and that FBR may not pay a dividend of such amount or at all.

We respectfully advise the Staff that we have revised the disclosure on pages 55 and 58 in response to this comment.

 Mara L. Ransom,

April 17, 2017

-6-

 Material U.S. Federal Income Tax Consequences of the Merger, page 116

9.
Please make revisions throughout your “Material U.S. Federal Income Tax Consequences of the Merger” section to state that each conclusion with respect to tax matters is the opinion of counsel. Please also
revise the tax opinions filed as Exhibits 8.1 and 8.2 to clearly state that the disclosure in the tax consequences section of the prospectus is the opinion of counsel. Please note that opining on the accuracy of the disclosure alone, without stating
that the disclosure is the opinion of counsel, is not sufficient. For guidance, refer to Section III.B.2 of Staff Legal Bulletin No. 19, which is available on our website.

We respectfully advise the Staff that we have revised the disclosure on page 120 and the opinions filed as Exhibits 8.1 and 8.2 in response to
this comment.

*            *
 *

 Please contact me at (310) 712-6603, via fax at (310) 712-8800 or via e-mail at
brownp@sullcrom.com if you have any comments or questions about this letter or Amendment No. 1.

 Sincerely,

/s/ Patrick S. Brown

Patrick S. Brown

cc:

Alan N. Forman
 B. Riley Financial, Inc.

21255 Burbank Boulevard, Suite 400
Woodland Hills, California 91367

Richard J. Hendrix
 FBR & Co.

 1300
North Seventeenth Street

 Arlington, Virginia 22209

Nicholas G. Demmo
 David E. Shapiro

 Wachtell,
Lipton, Rosen and Katz

 51 West 52nd Street

 New York, New York
10019

Mail Stop 3561

April 12, 2017

Phillip J. Ahn
Chief Operating Officer
B. Riley Financial, Inc.
21255 Burbank Boulevard, Suite 400
Woodland Hills, California 91367

Re: B. Riley Financial, Inc.
Registration Statement on Form S -4
Filed March 17, 2017
  File No. 333-216764

Dear Mr. Ahn :

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 com ments 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.

Summary

Pre-Closing Dividend, page 12

1. Please disclose here, and in the section discussing the Pre -Closing Dividend on page 100,
whether and how, including during the interim period between sending the materials to
shareh olders and the shareholder vote, the FBR board intends to notify shareholders of
any changes in the likelihood of paying the Pre -Closing Dividend and of any changes to
the amount of the Pre -Closing Dividend.   In addition, please discuss whether  and how, in
the event the Pre -Closing Dividend is less than $8.50, the FBR board will notify
shareholders as to whether and why such change in the dividend amount affects its
recommendation that shareholders approve the merger, and whether and why such
change in the dividend amount affects its willingness to rely on the fairness opinion; in
this regard, we note that both FBR’s  board’s recommendation that shareholders approve

Phillip J. Ahn
B. Riley Financial, Inc.
April 12, 2017
Page 2

 the merger and the conclusions reached in the fairness opinion were based in part on the
assum ption that FBR  will pay a dividend of at least $8.50.

Material U.S. Federal Income Tax Consequences of the Merger, page 21

2. Please revise this section and the related section on page 9 to identify briefly the
uncertainty relating to the tax treatment o f the Pre -Closing Dividend.

Risk Factors , page 30

3. As it appears that the section entitled “Risk Factors —Risks Factors Relating to the Pre -
Closing Dividend ,” as referenced on page 31 or “Risk Factors —Risks Relating to the
Pre-Closing Dividend ,” referenced on page 32, does not exist.  Please revise the
references, directing readers to the appropriate location of those risk factors, including to
the discussion of the factors referenced in the first paragraph of page 31.

4. Please include a risk factor discussing the uncertainty relating to the tax treatment of the
Pre-Closing Dividend.

The amount of the pre -closing dividend is uncertain, page 31

5. In this risk factor, p lease disclos e that the Pre -Closing Dividend amount, if any, will not
be kn own when the FBR shareholder vote occurs.

The Merger

Background of the Merger , page 53

6. Please revise this section to describe the nature of FBR’s discussions with market
participants other than B. Riley, and the reasons that such discussions were ter minated.
Please also explain the background of B. Riley’s decision to pursue discussions with FBR
regarding potential strategic opportunities, and the nature and conclusions of any similar
discussions between B. Riley and other market participants.  Final ly, throughout your
discussion and where possible, please identify the “senior management” and
“representatives” who engaged in the identified communications and attended the
identified  meetings.

B. Riley Agreement with Richard J. Hendrix, page 75

7. We note that, although FBR & Co.’s 10 -K is incorporated by reference, the Part III
information from that 10 -K is forward incorporated and will be contained in FBR &
Co.’s proxy, which is not yet filed.  Accordingly, please provide the executive
compensation i nformation required by Item 18(a)(7)(ii) of Form S -4 for Mr. Hendrix.

Phillip J. Ahn
B. Riley Financial, Inc.
April 12, 2017
Page 3

 The Merger Agreement

Pre-Closing Dividend , page 100

8. Where appropriate, please revise your disclosure to highlight that FBR’s board’s
recommendation that the shareholders approve the merger, as well as the conclusions of
the fairness opinion, are based in part on the assumption that FBR will pay a Pre -Closing
Dividend of $8.50, and that FBR may not pay a dividend of such amount o r at all.

Material U.S. Federal Income Tax Consequences of the Merger, page 116

9. Please make revisions throughout your “Material U.S. Federal Income Tax Consequences
of the Merger”  section to state that each conclusion with respect to tax matters is th e
opinion of counsel.  Please also revise the tax opinions filed as Exhibits 8.1 and 8.2 to
clearly state that the disclosure in the tax consequences section of the prospectus is the
opinion of counsel.  Please note that opining on the accuracy of the disc losure alone,
without stating that the disclosure is the opinion of counsel, is not sufficient.  For
guidance, refer to Section III.B.2 of Staff Legal Bulletin No. 19 , which is available on our
website.

We remind you that the company and its management ar e responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence 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 Charlie Guidry, Staff Attorney, at 202 -551-3621, Lilyanna Peyser , Special
Counsel, at 202 -551-3222 , or me at 202 -551-3720 with any question s.

Sincerely,

 /s/ Lilyanna Peyser for

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: Patrick S. Brown , Esq.

CORRESP
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VIA EDGAR

March 27, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Mr. Charlie Guidry

    Re:

    B. Riley Financial, Inc.

    Registration Statement on Form S-3, as amended

    File No. 333-216763

    Request for Acceleration of Effectiveness

Dear Mr. Guidry:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended, B. Riley Financial, Inc., a Delaware corporation (the “Company”), hereby requests that
the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced
Registration Statement to become effective at 5:00 PM Eastern Time on March 29, 2017, or as soon thereafter as practicable.

Please contact Scott Stanton of Morrison &
Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

Very truly yours,

B. RILEY FINANCIAL, INC.

/s/ Phillip Ahn

Name: Phillip Ahn

Title:   Chief Financial Officer

cc: Scott M. Stanton, Morrison & Foerster LLP

CORRESP
1
filename1.htm

        21860 Burbank Boulevard,
        Suite 300 South

        Woodland Hills, CA 91367

        Tel: (818) 884-3737

        www.brileyfin.com

VIA EDGAR AND EMAIL

June 30, 2015

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Ms. Mara L. Ransom, Ms. Lisa Kohl and Mr. Scott Anderegg

    Re:

    B. Riley Financial, Inc.

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

    File No. 333-198814

    Request for Acceleration

Dear Ms. Ransom, Ms. Kohl and Mr. Anderegg:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, B. Riley Financial, Inc., a Delaware corporation (the “Company”), hereby requests that
the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced
Registration Statement to become effective at 5:00 PM Eastern Time on July 2, 2015, or as soon thereafter as possible.

The Company hereby acknowledges that:

Should the Commission or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

The action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

The Company may not assert Staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

Please contact Scott Stanton of Morrison
& Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

Very truly yours,

B. RILEY FINANCIAL, INC.

/s/ Phillip Ahn

Name:	Phillip Ahn

Title:	  Chief Financial Officer

cc: Morrison & Foerster LLP

CORRESP
1
filename1.htm

        21860 Burbank Boulevard,
        Suite 300 South

        Woodland Hills, CA 91367

        Tel: (818) 884-3737

        www.brileyfin.com

VIA EDGAR AND EMAIL

June 30, 2015

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Ms. Mara L. Ransom, Ms. Lisa Kohl and Mr. Scott Anderegg

    Re:

    B. Riley Financial, Inc.

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

    File No. 333-203534

    Request for Acceleration

Dear Ms. Ransom, Ms. Kohl and Mr. Anderegg:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, B. Riley Financial, Inc., a Delaware corporation (the “Company”), hereby requests that
the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced
Registration Statement to become effective at 5:00 PM Eastern Time on July 2, 2015, or as soon thereafter as possible.

The Company hereby acknowledges that:

Should the Commission or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

The action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

The Company may not assert Staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

Please contact Scott Stanton of Morrison
& Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

Very truly yours,

B. RILEY FINANCIAL, INC.

/s/ Phillip Ahn

Name:	Phillip Ahn

Title:	  Chief Financial Officer

cc: Morrison & Foerster LLP

CORRESP
1
filename1.htm

        21860
        Burbank Boulevard, Suite 300 South

        Woodland
        Hills, CA 91367

        Tel:
        (818) 884-3737

        www.brileyfin.com

June 19, 2015

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mara L. Ransom, Assistant Director

Lisa Kohl, Legal Branch Chief

Scott Anderegg, Attorney Adviser

Regarding:  B. Riley Financial, Inc.

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

Filed May 22,
2015

File No. 333-203534

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

Filed May 22,
2015

File No. 333-198814

Response
Dated June 3, 2015

Dear Ms. Ransom:

This letter is in
response to the comment received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) in the Staff’s comment letter to B. Riley Financial, Inc. (the “Company”),
dated June 15, 2015, with respect to the Post-Effective Amendment No. 2 to Registration Statement on Form S-1 on Form S-3 (File
No. 333-198814), filed by the Company on May 22, 2015 (the “Registration Statement Amendment”), and Amendment
No. 1 to Registration Statement on Form S-3 (File No. 333-203534), filed by the Company on May 22, 2015 (the “Universal
Shelf”). For convenience, the text of the Staff’s comment appears below in boldface type, with the Company’s
response immediately below such comment in regular type. Capitalized terms used in the Company’s response and not defined
herein have the meanings ascribed to them in the Registration Statement Amendment or Universal Shelf, as applicable.

Registration Statement Amendment
and Universal Shelf:

We note your response to prior
comment 1. Please provide additional analysis with respect to your conclusion that Miller Group is not an affiliate. In doing so,
please tell us when and how Miller Group acquired their equity interest in your company and whether there are any agreements regarding
Miller Group’s equity interest in you. Please also tell us whether the company has any agreement(s) with Miller Group, regardless
of the nature of such agreement(s).

Response:

As stated in the
Company’s prior letter to the Staff, based upon information available to the Company, the Company has concluded that the
Miller Group[1] is not an “affiliate” of
the Company as that term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended. Miller Group’s
ownership of voting equity in the Company is low in comparison to several other substantial stockholders and does not put Miller
Group in a position to direct the business or affairs of the Company. No director, officer or employee of Miller Group currently
serves or has served as a director or officer of, nor held any management position with, the Company. Moreover, Miller Group does
not possess any other indicia of control that would indicate that Miller Group has the power to direct or cause the direction of
the management or policies of the Company.

In response to the
Staff’s comment, the Company has reviewed Miller Group’s filings with the Commission disclosing its beneficial ownership
in the Company and its stockholder records. Based on this review, the Company believes that Miller Group acquired approximately
207,420 shares of Common Stock in open market transactions beginning in 2011. In addition, Miller Group acquired 2,000,000 shares
of Common Stock pursuant to the securities purchase agreement (“Securities Purchase Agreement”), dated May 19,
2014 by and among the Company and the purchasers identified therein.[2]
Other than pursuant to the Securities Purchase Agreement, Miller Group has not acquired its shares of Common Stock directly from
the Company.

In response to the
Staff’s comment, the Company has reviewed its records and determined that there are no agreements of any nature between the
Company and Miller Group other than standard, non-discretionary brokerage account agreements that constituent members of Miller
Group maintain with B. Riley & Co., LLC, a wholly-owned subsidiary of the Company and a registered broker-dealer. The terms
and conditions of such account agreements with the Company are consistent with the standard terms and conditions of the Company’s
customer account agreements. No funds of Miller Group or its constituent members are held in custody by the Company or B. Riley
& Co., LLC under the customer agreements or any other arrangement. From time to time, the Company, acting through B. Riley
& Co., LLC, has provided (and may in the future provide) brokerage and investment banking services for companies in which Miller
Group or its constituent members are investors or related parties, with such services provided on similar terms and conditions
to those provided to other customers of the Company.

Conclusion

Miller Group does
not have any indicia of control of the Company. It acquired its shares in the open market or pursuant to the Securities Purchase
Agreement. Miller Group has no agreements with the Company regarding its equity interest in the Company. The only agreements between
the Company and the constituent members of Miller Group are standard, non-discretionary brokerage account agreements, and the terms
and conditions of such agreements are consistent with the Company’s standard terms and conditions of the Company’s
brokerage account agreements with other customers.

* * * * * * *

[1]
As previously indicated, Miller Group is comprised of Lloyd I. Miller, III, who has the power to vote or dispose of the
shares of Common Stock held by MILFAM II LP, Lloyd I. Miller, III, Lloyd I. Miller Trust A-4, Marli B. Miller Managed Custody
and Susan F. Miller.

[2]
See the Company’s Form 8-K filed with the Commission on May 19, 2014.

    2

We appreciate your time and attention to the
response to the Staff’s comment set forth in this letter. Please direct any comments or inquiries regarding the foregoing
to me at (818) 746-9194 or pahn@greatamerican.com or to Scott Stanton at (858) 720-5141 or SStanton@mofo.com.

Very truly yours,

/s/ Phillip Ahn

Name: Phillip Ahn

Title: Chief Financial Officer and Chief
Operating Officer

cc:  Alan Forman, General Counsel

Scott M. Stanton, Esq.,
Morrison & Foerster LLP

    3

June 15 , 2015

Bryant Riley
Chief Executive Officer
B. Riley Financial, Inc.
21860 Burbank Boulevard, Suite 300 South
Woodland Hills, California 91367

Re: B. Riley Financial, Inc.
  Amendment No. 1  to Registration Statement on Form S-3
Filed  May 22 , 2015
  File No.  333-203534
  Post-Effective Amendment No. 2  to Form S -1 on Form S -3
  Filed May 22 , 2015
  File No. 333 -198814
 Response Dated June 3 , 2015

Dear Mr. Riley:

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 amen ding 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.

Form S -3 and Post -Effective Amendment No. 1 to Form S -1 on Form S -3

1. We note your response to prior comment 1.  Please provide additional analysis with
respect to your conclusion that Miller Group is not an affiliate.  In doing so, please tell us
when and how Miller Group acquired their equity interest  in your company and whether
there are any agreements regarding M iller Group’s equity interest in you.  Please also tell
us whether the company has any agreement(s) with Miller Group, regardless of the nature
of such agreement(s).

Bryant Riley
B. Riely Financial, Inc.
June 15, 2015
Page 2

 Please contact Scott Anderegg, Attorney Adviser, at (202) 551 -3342, Lisa Kohl, Legal
Branch Chief, at (202) 551 -3252, or me at (202) 551 -3720 with any questions.

     Sincerely,

 /s/ Lisa M. Kohl

 Mara L. Ransom
Assistant Director

CORRESP
1
filename1.htm

    21860
                           Burbank Boulevard, Suite 300 South

                           Woodland
                           Hills, CA 91367

                           Tel:
                           (818) 884-3737

                           www.brileyfin.com

June
3, 2015

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Mara L. Ransom, Assistant Director

    Lisa Kohl, Legal Branch Chief

    Scott Anderegg, Attorney Adviser

    Regarding:

    B. Riley Financial, Inc.

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

    Filed May 22, 2015

    File No. 333-203534

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

    Filed May 22, 2015

    File No. 333-198814

Dear
Ms. Ransom:

This
letter is in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) in the Staff’s comment letter to B. Riley Financial, Inc. (the “Company”),
dated June 2, 2015, with respect to the Post-Effective Amendment No. 2 to Registration Statement on Form S-1 on Form S-3 (File
No. 333-198814), filed by the Company on May 22, 2015 (the “Registration Statement Amendment”), and Amendment
No. 1 to Registration Statement on Form S-3 (File No. 333-203534), filed by the Company on May 22, 2015 (the “Universal
Shelf”). For convenience, the text of the Staff’s comments appear below in boldface type, with the Company’s
responses immediately below each comment in regular type. Capitalized terms used in the Company’s response and not defined
herein have the meanings ascribed to them in the Registration Statement Amendment or Universal Shelf, as applicable.

Registration
Statement Amendment and Universal Shelf:

We
note your response to prior comment 1. Please provide us with additional detail regarding how you calculated that your non-affiliated
stockholders had the power to vote or dispose of 6,047,329 shares of your common stock on March 12, 2015, as you state
in your response. In doing so, please tell us which stockholders you have included as affiliates for the purpose of this calculation.
Based on your amended Form 10-K filed on April 30, 2015, and the beneficial ownership chart on page 10 it appears that
the number of shares held by non-affiliates is lower than 6,047,329.

    1

Response:

The
Company determined that it satisfies the registrant requirements set forth in Instruction I.B.1 of Form S-3. As further discussed
below, as of March 12, 2015, the non-affiliates had, collectively, the power to vote or dispose of 6,047,329, shares
of the Company’s common stock.

 I. Applicable
                                         Law

 Rule
405 (“Rule 405”) of the Securities Act of 1933 provides that an “affiliate” means “a person
that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with,
the person specified.” Rule 405 further provides that “control” means “the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.”

As
Rule 405 does not establish a bright line test for ascertaining control, an assessment as to whether a person or entity is deemed
to control an issuer involves a consideration of the specific facts and circumstances of a particular case.[1]

Serving
as a director or significant officer has been considered a substantial factor in the analysis of determining whether a person
has control.[2] Ten percent (10%) equity ownership in an issuer (the “10% Threshold”)[3]
is also considered a substantial factor in the analysis of control. A finding of control based on equity ownership is more likely
if coupled with additional indicia of control, such as the right to designate directors or executive officers or if share ownership
is concentrated with the person in question. In this regard, actual control is not the sole determining factor, but rather the
ability to control, whether or not exercised, is sufficient.

 II. Factual
                                         Background

Article
4.A of the Company’s Certificate of Incorporation, as amended[4] (“Certificate of Incorporation”)
provides that the Company has one class of common stock (“Common Stock”) and one class of preferred stock (“Preferred
Stock”). There are 16,301,940 shares of Common Stock issued and outstanding and no issued and outstanding shares of
Preferred Stock.

Article
4.C.1 of the Certificate of Incorporation provides that “no stockholder of the [Company] shall be entitled to exercise any
right of cumulative voting.”

As
of March 12, 2015, Bryant R. Riley (“Riley”) owned 3,944,410 shares of Common Stock, which represents approximately
24.2% of the issued and outstanding shares of Common Stock.

1
See SEC Release No. 33-6253 (October 28, 1980).

2 See In re. Resources Corp. Int'l, Securities Act Rel. No. 2294, 7 S.E.C. 689, 1940 SEC LEXIS 344, at *53-55
(July 11, 1940).

3 American-Standard (SEC No-Action letter 1972), '72-'73 CCH Dec. P 79,071.

4 See Exhibit 3.1 to the Company's Registration Statement on Form S-4 (File No. 333-159644) declared effective by the
Commission on July 17, 2009 and Exhibits 3.2 and 3.3 to the Company's Quarterly Report on Form 10-Q filed with the Commission
on November 6, 2015.

    2

The
Liverpool Limited Partnership (“Liverpool”) and Middleton International Limited (“Middleton”
and together with Liverpool, the “Liverpool Group”) share common ownership.[5] As of March 12, 2015,
(i) Liverpool had the power to vote or dispose of 807,180 shares of Common Stock, which represents approximately 4.95% of the
issued and outstanding shares of Common Stock and (ii) Middleton had the power to vote or dispose of 1,499,270 shares of
Common Stock, which represents approximately 9.20% of the issued and outstanding shares of Common Stock. Thus, the Liverpool Group
had the power to vote or dispose of 2,306,450[6] shares of Common Stock representing approximately 14.15% of the issues
and outstanding shares of Common Stock.

Dialectic
Capital Management, LLC (“Dialectic Advisor”) is investment advisor to Dialectic Antithesis Partners LP (“DAP”),
Dialectic Capital Partners LP (“DCP”) and Dialectic Offshore Ltd. (“DO” and together with
DAP and DCP, “Dialectic Parties” and together with Dialectic Advisor “Dialectic”). Dialectic
Advisor has the power to vote or dispose of Dialectic’s shares of Common Stock. [7] As of March 12, 2015, Dialectic
had the power to vote or dispose of 831,935 shares of Common Stock (the “Dialectic Shares”), which represents
approximately 5.10% of the issued and outstanding shares of Common Stock.

As
of March 12, 2015, Nokomis Capital Master Fund LP (“Nokomis”) had the power to vote or dispose of 1,200,000
shares of Common Stock (the “Nokomis Shares”), which represents approximately 7.36% of the issued and outstanding
shares of Common Stock.[8]

Lloyd
I. Miller, III (“Lloyd Miller”) has the power to vote or dispose of the shares of Common Stock held by
MILFAM II LP (“MILFAM”), Lloyd Miller, Lloyd I. Miller Trust A-4 (“Miller Trust”), Marli
B Miller Managed Custody (“Miller Custody”), Susan F. Miller (“Susan Miller” and together
with MILFAM, Lloyd Miller, Miller Trust, Miller Custody, the “Miller Group”).[9] As of March 12,
2015, Miller Group had the power to vote or dispose of 2,207,420 shares of Common Stock (the “Miller Shares”),
which represents approximately 13.54% of the issued and outstanding shares of Common Stock.

As
of March 12, 2015: (i) Anthony Tang (“Tang”) had the power to vote or dispose of 600,000 shares of Common Stock;
(ii) Robert L. Antin, the trustee of Robert & Patti Antin Living Trust (“Antin Trust”), had the power to
vote or dispose of 200,000 shares of Common Stock; (iii) Robert D’Agostino (“D’Agostino”)
had the power to vote or dispose of 75,000 shares of Common Stock; (iv) Richard Riley, the trustee of Riley Family Trust dtd 6/20/89
modified 4/29/94, 8/31/2000 and 1/25/07 (“Riley Trust”), had the power to vote or dispose of 200,000 shares
of Common Stock; (v) Harvey Yellen (“Harvey Yellen”) had the power to vote or dispose of 264,000 shares
of Common Stock; (vi) Brian Yellen (“Brian Yellen”) had the power to vote or dispose of 7,020 shares of Common
Stock; (vii) Harold J. Bordwin (“Harold Bordwin”) had the power to vote or dispose of 15,000 shares of Common
Stock; (viii) Matthew Bordwin (“Matthew Bordwin”) had the power to vote or dispose of 10,000 shares of
Common Stock; (ix) Kathleen Wilson Baker (“Baker”) had the power to vote or dispose of 40,000 shares of Common
Stock; and (x) other members of the public together (the “Public Owners” together with Tang, Antin Trust, D’Agostino,
Riley Trust, Harvey Yellen, Brian Yellen, Harold Bordwin, Matthew Bordwin and Baker, the “Small Outsiders”)
had the power to vote or dispose of 396,954 shares of Common Stock. On March 12, 2015, each of the Small Outsiders had the power
to dispose of or vote 3.68% or less of the issued and outstanding Common Stock and none of the Small Outsiders, was an officer
or director of the Company. Moreover, the Small Outsiders have not filed any statements of beneficial ownership with the Commission.

5
See Amendment No. 4 to Schedule 13D filed by Liverpool on July 25, 2014.

6 Id.

7 See Schedule 13G filed on February 17, 2015 by Dialectic Advisor (the "Dialectic 13G").

8 See Amendment No. 1 to Schedule 13G filed on February 13, 2015 by Nokomis Capital, L.L.C., an investment advisor
to Nokomis (the "Nokomis 13G").

9 See Amendment No. 5 to Schedule 13G filed on February 5, 2015 by Lloyd Miller (the "Miller 13G").

    3

None
of the Dialectic 13G, the Nokomis 13G nor the Miller 13G indicate that Dialectic, Nokomis, Miller Group (together with Dialectic
and Nokomis, the “Major Outsiders”) or the Small Outsiders together constitute a group.

As
of March 12, 2015, the Major Outsiders and the Small Outsiders (together the “Outsiders”) had, collectively,
the power to vote or dispose of 6,047,329 shares of Common Stock.[10]

 III. Analysis

 A. Each
                                         of the Small Outsiders is Not an Affiliate of the Company

 1. Each
                                         of the Small Outsiders Does Not Have Control through Share Ownership

Each
of the Small Outsiders’ ownership of voting equity is low in comparison to each of Riley, each of the Major Outsiders and
the Liverpool Group such that Riley, each of the Major Outsiders and the Liverpool Group could prevail in any contest for control
of the Company with each Small Outsider. There is no indication that the any of the Small Outsiders are part of a group.

The
Company considers each of the Small Outsiders’ ownership as a percentage of the aggregate shares of Common Stock of the
Company that are issued and outstanding low because Riley, each of the Major Outsiders and the Liverpool Group could vote against
any Small Outsider’s favored outcome and thereby prevent it from passing. At the same time, the Certificate of Incorporation
prohibits cumulative voting. Thus, no Small Outsider could vote all of its respective shares in favor of one director and thus
increase the likelihood of electing its respective favored director. On this basis, none of the Small Outsiders’ shares
of Common Stock represent more than 3.68% of the issued and outstanding voting equity of the Company and, in the context of a
diffuse shareholder base, do not appear to suggest that any Small Outsider could exercise control.

In
comparison, Riley, each of the Major Outsiders and the Liverpool Group each own a greater percentage of the outstanding voting
securities of the Company than each of the Small Outsiders. Thus, Riley, each of the Major Outsiders and the Liverpool Group beneficially
own more voting shares of Common Stock than each of the Small Outsiders. Accordingly, each of the Small Outsider’s stock
ownership does not put such Small Outsider in a position to direct the business and affairs of the Company and, in any event,
is well below the 10% Threshold.

10
Exhibit A sets forth a list of the Common Stock holdings of each Small Outsider and Major Outsider.

    4

 2. Each
                                         of the Small Outsiders Does Not Have Control through Board, Officer or Management Representation

No
Small Outsider or a trustee, director, officer or employee of any Small Outsider currently serves as a director or officer of,
nor holds any management position with, the Company.

 3. There
                                         Are No Other Indicia of Control

Each
Small Outsider does not appear to possess any other indicia of control that would indicate that such Small Outsider is an “affiliate”
of the Company. Specifically, (i) no Small Outsider nor any of its respective affiliates is a party to, nor beneficiary of,
any agreement (written or oral) that grants to such Small Outsider the right to vote shares of the Common Stock or equivalents
in which such Small Outsider does not hold beneficial or record ownership, and (ii) there is no contract, agreement, understanding
or other arrangement (written or oral) between the Company and any Small Outsider (including the Investment Documents),[11]
or each Small Outsider’s trustees, directors, officers or employees, the intent, purpose or effect of which is, or
would be, to vest in such Small Outsider or any of such Small Outsider’s, trustees, directors, officers or employees, the
power to direct or cause the direction of the management or policies of the Company.

 B. Dialectic
                                         Is Not an Affiliate of the Company

 1. Dialectic
                                         Does Not Have Control through Share Ownership

Dialectic’s
ownership of voting equity is low in comparison to each of Riley, each of the other Major Outsiders and the Liverpool Group such
that Riley, each of the other Major Outsiders and the Liverpool Group could prevail in any contest for control of the Company
with Dialectic. There is no indication that Dialectic is part of a larger group which could challenge Riley.

The
Company considers Dialectic’s ownership as a percentage of the aggregate shares of Common Stock of the Company that are
issued and outstanding low because there are several other substantial shareholders which could vote against Dialectic’s
favored outcome and thereby prevent it from passing. At the same time, the Certificate of Incorporation prohibits cumulative voting.
Thus, Dialectic could not vote all of the Dialectic Shares in favor of one director and thus increase the likelihood of electing
its favored director. On this basis, the Dialectic Shares recently represented only approximately 5.10% of the issued and outstanding
voting equity of the Company and, in the context of a diffuse shareholder base, do not appear to suggest that Dialectic could
exercise control.

11
For purposes hereof, the "Investment Documents" means: (i) the Securities Purchase Agreement, dated as of May 19, 2014,
by and among the Company and the purchasers listed on Annex A thereto; and (ii) the Registration Rights Agreement, dated as of
June 5, 2014, by and among the Company and the signatories thereto ("Registration Rights Agreement"). See Exhibits 10.1 and 10.2
to the Company's Form 8-K filed with the Commission on May 19, 2014.

    5

In
comparison, Riley, each of the other Major Outsiders and the Liverpool Group each own a greater percentage of the outstanding
voting securities of the Company than Dialectic. Thus, Riley, each of the other Major Outsiders and the Liverpool Group beneficially
own more voting shares of Common Stock than Dialectic. Accordingly, Dialectic’s stock ownership does not put Dialectic in
a position to direct the business and affairs of the Company and,

June 2, 2015

Bryant Riley
Chief Executive Officer
B. Riley Financial, Inc.
21860 Burbank Boulevard, Suite 300 South
Woodland Hills, California 91367

Re: B. Riley Financial, Inc.
  Amendment No. 1  to Registration Statement on Form S-3
Filed  May 22 , 2015
  File No.  333-203534
  Post-Effective Amendment No. 2  to Form S -1 on Form S -3
  Filed May 22 , 2015
  File No. 333 -198814

Dear Mr. Riley:

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 stat ement 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 registrati on statement and the information you
provide in response to these  comments, we may have  additional comments.

Form S -3 and Post -Effective Amendment No. 2 to Form S -1 on Form S -3

1. We note your response to prior comment 1.  Please provide us with additional detail
regarding how you calculated that your non -affiliated stockholders  had the power to vote
or dispose of 6,047,329  shares of your common stock  on March 12, 2015, as you state in
your response.  In doing so, please tell us which stockholders  you have included as
affiliates for the purpose of this calculation.   Based on your amended Form 10 -K filed on
April 30, 2015, and  the beneficial ownership chart on page 10 it appears that the number
of shares held by non -affiliates is lower than 6,047,3 29.

Bryant Riley
B. Riely Financial, Inc.
June 2, 2015
Page 2

 Please contact Scott Anderegg, Attorney Adviser, at (202) 551 -3342, Lisa Kohl, Legal
Branch Chief, at (202) 551 -3252, or me at (202) 551 -3720 with any questions.

     Sincerely,

 /s/ Lisa M. Kohl  for

 Mara L. Ransom
Assistant Director

CORRESP
1
filename1.htm

May 22, 2015

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Mara L. Ransom, Assistant Director

Lisa Kohl, Legal Branch Chief

Scott Anderegg, Attorney Adviser

 Regarding: B. Riley Financial, Inc.

Registration
Statement on Form S-3

Filed April
20, 2015

File No.
333-203534

Post-Effective
Amendment No. 1 to Form S-1 on Form S-3

Filed April
20, 2015

File No.
333-198814

Dear Ms. Ransom:

This letter is in response
to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
in the Staff’s comment letter to B. Riley Financial, Inc. (the “Company”), dated May 12, 2015, with
respect to the Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 (File No. 333-198814), filed by
the Company on April 20, 2015 (the “Registration Statement Amendment”), and the Registration Statement on Form
S-3 (File No. 333-203534), filed by the Company on April 20, 2015 (the “Universal Shelf”). For convenience,
the text of the Staff’s comments appear below in boldface type, with the Company’s responses immediately below each
comment in regular type. Capitalized terms used in the Company’s response and not defined herein have the meanings ascribed
to them in the Registration Statement Amendment or Universal Shelf, as applicable.

Registration Statement Amendment
and Universal Shelf:

Please provide us
with a detailed legal analysis of your eligibility to register these offerings on Form S-3. In doing so, please show us how you
determined that the aggregate market value of the voting and non-voting common equity held by your non-affiliates was $83,150,774
as of March 12, 2015.

Response:

The Company determined
that it satisfies the registrant requirements set forth in Instruction I.A of Form S-3. The Company is incorporated under the laws
of the State of Delaware, satisfying the conditions set forth in Instructions I.A.1 of Form S-3. The Company has a class of securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, satisfying the conditions set forth in Instruction
I.A.2 of Form S-3. The Company has filed all materials reports on a timely basis for the preceding 12 months as required pursuant
to Instruction I.A.3 of Form S-3. Neither the Company nor its subsidiaries have failed to pay a dividend or sinking fund installment
on preferred stock or defaulted on any installment or installments for borrowed money or on a material rental or long term lease,
which defaults in the aggregate are material to the financial position of the registrant and its consolidated and unconsolidated
subsidiaries, taken as a whole, as required pursuant to Instruction I.A.4 of Form S-3. The Company has satisfied all electronic
filing obligations set forth in Instruction I.A.7 of Form S-3.

The Universal Shelf
was filed on April 20, 2015, for purposes of registering the Company’s future primary offerings of its securities. Instruction
I.B.1 of Form S-3 provides that primary offerings may be made on Form S-3 provided that the aggregate market value of the voting
and non-voting common equity held by non-affiliates of the registrant is $75 million or more as of a date within 60 days prior
to the date of filing (the “$75 Million Test”).

The Registration Statement
Amendment was filed on April 20, 2015, for purposes of effecting the re-sale of the Company’s securities held by the selling
stockholders therein pursuant to the Company’s obligations under the Registration Rights Agreement, dated as of June 5, 2014,
by and among the Company and the other signatories thereto. The Commission has provided guidance stating that an issuer which meets
the $75 Million Test may use Form S-3 for secondary offerings, even though the securities to be issued are not listed on a national
securities exchange or quoted on an automated quotation system of a national securities association.1

March 12, 2015 is 40
days prior to the April 20, 2015 filing date of the Registration Statement Amendment and the Universal Shelf. As of March 12, 2015,
non-affiliates had, collectively, the power to vote or dispose of 6,047,329, shares of the Company’s common stock. On March
12, 2015, the closing price of the Common Stock on the Over-the-Counter Bulletin Board was $13.75 per share. Thus, the aggregate
market value of the Company’s common stock held by the non-affiliates was $83,150,773.75 (or, $83,150,774 when rounded to
the nearest whole dollar), which exceeds the requirements of the $75 Million Test.

Thus, the Company satisfied
the requirements for use of Form S-3 set forth in Instruction I.B.1 of Form S-3 in connection with the Registration Statement Amendment
and the Universal Shelf.

Registration Statement Amendment

It appears that you are attempting to
increase the number of shares covered by this registration statement to include 666,666 shares of common stock that were not previously
registered. Please provide us with your analysis as to how you may register these securities by
means of a post-effective amendment. Please refer to Securities Act Rule 413(a) and Securities Act Rules Compliance and Disclosure
Interpretation 210.01.

1
Securities and Exchange Commission, Compliance and Disclosure Interpretations, Question 116.14.

    2

Response:

In response to the
Staff’s comment, the Company filed a Post-Effective Amendment No. 2 to Form S-1 on Form S-3 which deletes such 666,666 shares
of Common Stock from the Registration Statement Amendment. The same shares have been added to the combined prospectus included
in the Universal Shelf.

* * * * * * *

    3

We appreciate your time and attention
to the response to the Staff’s comment set forth in this letter. Please direct any comments or inquiries regarding the foregoing
to me at (818) 746-9194 or pahn@greatamerican.com or to Scott Stanton at (858) 720-5141 or SStanton@mofo.com.

    Very truly yours,

    /s/ Phillip Ahn

    Name: Phillip Ahn

    Title: Chief Financial Officer and Chief Operating Officer

cc:           Scott M. Stanton, Esq., Morrison
& Foerster LLP

    4

May 12, 2015

Bryant Riley
Chief Executive Officer
B. Riley Financial, Inc.
21860 Burbank Boulevard, Suite 300 South
Woodland Hills, California 91367

Re: B. Riley Financial, Inc.
  Registration Statement on Form S-3
Filed  April 20, 2015
  File No.  333-203534
  Post-Effective Amendment No. 1 to Form S -1 on Form S -3
  Filed April 20, 2015
  File No. 333 -198814

Dear Mr. Riley:

We have limited our review of your registration statement s 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 s and providing t he
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 s to your registration statement s and the information you
provide in response to these  comments, we may have  additional comments.

Form S -3 and Post -Effective Amendment No. 1 to Form S -1 on Form S -3
1. Please provide us with a detailed legal analysis of your eligibility to register these
offering s on Form S -3.  In doing so, please show us how you determined that the
aggregate market value of the voting and non -voting common equity held by your non -
affiliates was $83,150,774 as of March 12, 2015.

Post-Effective Amendment No. 1 to Form S -1 on Form S-3

2. It appears that you are attempting to increase the number of shares covered by this
registration statement to include 666,666 shares of common stock that were not
previously registered.  Please provide us with your analysis as to how you may register

Bryant Riley
B. Riely Financial, Inc.
May 12 , 2015
Page 2

 these securities by means of a post -effective amendment.  Please refer to Securities Act
Rule 413(a) and Securities Act Rules Compliance and Disclosure Interpretation 210.01.

We urge all persons who are responsible for the accuracy and adequacy of th e disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s discl osure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statem ent from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Scott Anderegg, Attorney Adviser, at (202) 551 -3342, Lisa Kohl, Legal
Branch Chief, at (202) 551 -3252, or me at (202) 551 -3720 with any questions.

     Sincerely,

 /s/ Lisa M. Kohl for

 Mara L. Ransom
Assistant Director

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        11100 Santa Monica Blvd.,
        Ste. 800

        Los Angeles, CA 90025

        Tel: (310) 689-5235

        www.brileyfin.com

November 5, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Mara L. Ransom, Dietrich King and Daniel Porco

Re:	 B. Riley Financial, Inc. (f/k/a Great
American Group, Inc.)

Registration Statement on Form S-1, as amended

File No. 333-198814

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended,
B. Riley Financial, Inc., a Delaware corporation (f/k/a Great American Group, Inc.) (the “Company”), hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement to become effective at 4:30 PM, New York City time, on November 7, 2014, or as soon thereafter
as possible on such date. The Company also requests the Commission to specifically confirm such effective date and time to the
Company in writing.

The Company hereby acknowledges that:

Should the Commission or the staff of the Commission (the “Staff”), acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

The action of the Commission or the Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

The Company may not assert Staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or require any additional information
with respect to this filing, please contact Scott Stanton at (858) 720-5141. Thank you for your assistance and cooperation.

Very truly yours,

B. RILEY FINANCIAL, INC.

/s/
Phillip J. Ahn

Name: Phillip J. Ahn

Title: Chief Financial Officer
and Chief Operating Officer

Los Angeles | Woodland Hills
| San Francisco | Newport Beach | New York | Melville | Norwalk | Atlanta | Chicago | Needham | Charlotte | Plano | Milwaukee |
United Kingdom | Germany

CORRESP
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October 21, 2014

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Mara L. Ransom, Assistant Director

Dietrich King, Legal Branch Chief

Daniel Porco, Staff Attorney

 Regarding: Great American Group, Inc.

Registration
Statement on Form S-1

Filed September
18, 2014

File No.
333-198814

Dear Ms. Ransom:

This letter is in response to the comments
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
in the Staff’s comment letter to the Great American Group, Inc. (the “Company”) dated October 8, 2014,
with respect to the Registration Statement on Form S-1 (File No. 333-198814) filed by the Company on September 18, 2014
(the “Registration Statement”). For convenience, the text of the Staff’s comment appears below in boldface
type, with the Company’s response immediately below the comment in regular type. Capitalized terms used in the Company’s
response and not defined herein have the meanings given to them in the Registration Statement.

General:

Given the size of the offering relative
to the number of shares presently outstanding held by non-affiliates, as well as the nature of the offering and identity of the
selling shareholders, we are concerned that this transaction could be a primary offering on behalf of the registrant. Please provide
us with a detailed analysis as to why the proposed offering is not a primary offering on your behalf and thus should be appropriately
characterized as a transaction eligible to be made pursuant to Rule 415(a)(1)(i) under the Securities Act. We may have further
comments after reviewing your response. Please refer to Question 612.09 of our Compliance & Disclosure Interpretations for
Securities Act Rules, which can be found on our website, www.sec.gov.

Response:

The Company acknowledges the Staff’s
comment, but for the reasons set forth below respectfully submits to the Staff that the offering contemplated by the Registration
Statement is a valid secondary offering by or on behalf of the selling stockholders named therein that may be registered for resale
on a continuous basis pursuant to Rule 415(a)(1)(i) promulgated under the Securities Act.

Background of the Private Placement

As described in the Registration Statement,
on June 5, 2014 (the “PIPE Closing Date”), the Company closed the Private Placement pursuant to which
it issued and sold to investors (the “Investors”) an aggregate of 10,289,300 shares of the Company’s common
stock (collectively, the “Private Placement Shares”), at a purchase price of $5.00 per share (“Price
Per Share”), in a private placement offering commonly known as a “PIPE.” The Private Placement was
completed pursuant to the terms and provisions of the Securities Purchase Agreement entered into among the Company and the Investors
on May 19, 2014 (the “Purchase Agreement”). The Price Per Share was the result of arms-length negotiations
between the Company and the Investors. The Investors primarily responsible for negotiating the Price Per Share were sophisticated
institutional investors (the “Institutional Investors”). The Price Per Share represented a 19% premium to the
last reported sales price of the Company’s common stock as of closing on May 19th
($4.20 on a post 1-for-20 reverse-split basis).

At the closing of the Private Placement
on June 5, 2014, the Company received aggregate gross proceeds of approximately $51.4 million. The Company used approximately $30
million of the net proceeds from the Private Placement to repay certain indebtedness and expects to use all remaining net proceeds
for working capital and general corporate purposes.

On June 18, 2014 (“Acquisition
Closing Date”), the Company completed the acquisition of B. Riley and Co., Inc. (“BRC”) pursuant
to the terms of the Acquisition Agreement (the “Acquisition Agreement”), dated as of May 19, 2014, by and among
the Company, Darwin Merger Sub I, Inc., a wholly owned subsidiary of the Company, B. Riley Capital Markets, LLC, a wholly owned
subsidiary of the Company (“BCM”), BRC, B. Riley & Co. Holdings, LLC (“BRH”), Riley Investment
Management LLC (“RIM,” and collectively with BRC and BRH, the “B. Riley Entities”) and Bryant
Riley, a director of the Company and principal owner of each of the B. Riley Entities.

Prior to and after the Acquisition, each
of the Company and BRC were and are operating businesses with meaningful revenues, lengthy operating histories and adequate cash
and assets to sustain their operations indefinitely.

The total preliminary purchase price for
the B. Riley Entities was $21.0 million, which was paid in the form of 4,191,512 newly issued shares of the Company’s common
stock (“Acquisition Shares”). The number of Acquisition Shares and the deemed $5.00 value were based on arms-length
negotiation between the Special Committee of the Board of Directors of the Company and the principals of the B. Riley Entities,
which pricing is consistent with the Price Per Share simultaneously negotiated with the Institutional Investors on behalf of the
Investors. The number of shares issued to the B. Riley Entities’ owners was fixed and not subject to an adjustment based
upon the subsequent trading price of the Company’s stock. The Company obtained a fairness opinion from an independent valuation
firm which indicated that the value obtained by the Company from the Acquisition is greater that the value paid by the Company
(i.e., the price paid in the Acquisition was fair to the Company and its stockholders).

    2

Although 38 of the selling stockholders
are affiliates of a broker-dealer, they are affiliates of a broker-dealer solely because they are employees, officers or directors
of the Company (the “Employee Holders”), a division of which is a broker-dealer.

On June 5, 2014, the Company entered into
the Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors and certain parties
to the Acquisition Agreement, and the shares of the Company’s common stock (“Shares”) purchased or acquired
by them, as applicable, became subject to the Registration Rights Agreement. As required by the Registration Rights Agreement,
the Company filed the Registration Statement on September 18, 2014. The Shares subject to the Registration Statement
have been subject to market risk since the PIPE Closing Date and Acquisition Closing Date, respectively.

As of the closing of the Acquisition, there
were 15,977,482 Shares, which number includes the 10,289,300 Private Placement Shares and the 4,191,512 Acquisition Shares (the
Private Placement Shares and the Acquisition Shares together, the “Shares to be Registered”).

Rule 415 Analysis

Rule 415(a)(1)(i) promulgated under
the Securities Act provides that securities may be registered for an offering to be made on a continuous or delayed basis in the
future, provided that the registration statement pertains only to securities “which are to be offered or sold solely by or
on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant
is a subsidiary.” In other words, Rule 415(a)(1)(i) permits an issuer to register securities to be sold on a delayed
or continuous basis by selling stockholders in a secondary offering.

In the event an offering purported to be
a secondary offering is re-characterized as a primary offering on behalf of the issuer, (i) the offering would have to be
made on a fixed price basis and the selling stockholders would be unable to sell their securities at prevailing market prices,
(ii) the selling stockholders may be deemed to be “underwriters” with respect to the offering, and as a result,
exposed to potential liabilities under Section 11 of the Securities Act and (iii) in accordance with the Staff’s
long-standing interpretive position, Rule 144 promulgated under the Securities Act would never be available to the selling
stockholders to effect resales of their securities. In this regard, and as noted by the Staff in Securities Act Rules Compliance
and Disclosure Interpretation 612.09 (“C&DI 612.09”), the Staff’s interpretation of the availability
of Rule 415(a)(1)(i) can have a significant impact on the ability of smaller public companies, such as the Company, to raise
capital and on the ability of a selling stockholder to effect resales of its securities.

In C&DI 612.09, the Staff recognized
the importance of the characterization of an offering as a primary or secondary offering and identified the relevant factors to
be considered in analyzing the characterization of an offering. C&DI 612.09 provides as follows:

    3

“It is important to identify
whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters
selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s
prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the
issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for
a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the
requirements of one of the other subsections of Rule 415). The question of whether an offering styled a secondary one is really
on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should
be given to (i) how long the selling shareholders have held the shares, (ii) the circumstances under which they received
them, (iii) their relationship to the issuer, (iv) the amount of shares involved, (v) whether the sellers are in
the business of underwriting securities, and finally, (vi) whether under all the circumstances it appears that the seller
is acting as a conduit for the issuer.” (emphasis added)

The Company has reviewed the factors set
forth in C&DI 612.09 and analyzed each of those factors as applied to the Shares to be Registered, which analysis is set forth
below. Based on the Company’s consideration of the totality of the facts and circumstances applicable to the Shares to be
Registered and each of the factors set forth in C&DI 612.09, the Company believes that the proposed resale of the Shares to
be Registered by the selling stockholders as contemplated by the Registration Statement should be characterized as a secondary
offering, and that all of the Shares to be Registered can be registered for resale by the selling stockholders pursuant to Rule 415(a)(1)(i).

 (a) How long the selling stockholders have held the Shares.

Presumably, the longer the Shares have
been held, the less likely it is that the selling stockholders are acting as a mere conduit for the issuer. In this case, 139 days
have passed since the PIPE Closing Date and 126 days have passed since the Acquisition Closing Date. During such time and until
the Registration Statement is declared effective, the selling stockholders have borne and continue to bear market risk for the
Shares to be Registered. While four of the selling stockholders transferred their Private Placement Shares, all such transfers
were to an affiliate of the initial purchaser. The Company is not aware of any other sales or transfers of the Shares to be Registered.
Several of the selling stockholders, including certain of the Institutional Investors, have owned Shares for a long period of time
prior to acquiring the Private Placement Shares. This evidences a long-term investment intent by investors who are not motivated
by a desire for immediate trading profits. Further, for the reasons discussed below, the Company does not expect substantial resales
of the Shares to be Registered to occur in the near future.

 · The Shares Historically Traded in Low Volumes: Although the Shares are quoted on the OTC
Bulletin Board, the trading volume of the Shares has historically been very low. According to Yahoo! Finance, the three-month average
daily trading volume of the Company’s common stock as of October 10, 2014, was 1,088 Shares. The Company respectfully submits
that the selling stockholders’ ability to resell the Shares to be Registered will be severely limited because the market
simply could not absorb such sales, even if such Shares are registered. For example, if the selling stockholders were to attempt
to liquidate their positions in the Shares to be Registered in the open market, and assuming that no other person sold any Shares,
it would take them approximately 53 years to sell the Shares to be Registered at the current daily trading volume. Given the length
of time it would take the selling stockholders to liquidate their positions, it is not credible to conclude that they have purchased
or acquired the Shares to be Registered for the purpose of quickly exiting their positions. In this situation, common in many PIPE
transactions, the concept that the selling stockholders have “freely tradable” shares is more theoretical than real.
For all practical purposes, the selling stockholders are largely prevented from liquidating substantial portions of their investments
for the near future, regardless of whether the Shares to be Registered are registered.

    4

 · Rule 144 Holding Period: Rule 144 creates a safe harbor from the Section 2(a)(11) definition
of “underwriter” which includes, among other conditions, a 6-month holding period. A person satisfying the applicable
conditions of the Rule 144 safe harbor is deemed not to be engaged in a distribution of the securities and therefore not an
underwriter of the securities for purposes of Section 2(a)(11). In this instance, most of the selling stockholders have held
the Shares to be Registered for approximately four and one-half months which is approaching the length of time required for the
Rule 144 exemption. The length of time which the Shares to be Registered have been held alone suggests that the selling stockholders
are not, and should not be deemed, underwriters for purposes of the Registration Statement.

 · Representations Made by Each of the Selling Stockholders: Each of the selling stockholders
represented to the Company in the Purchase Agreement or in the Acquisition Agreement, as applicable, that it acquired the Shares
to be Registered upon the closing of the Private Placement or the Acquisition, as applicable, for its own account and not with
a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities
laws. Each of the selling stockholders further represented that, as of the PIPE Closing Date or the Acquisition Closing Date, as
applicable, it did not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Shares
it purchased in the Private Placement or acquired pursuant to the Acquisition, as applicable.

Moreover, the Company notes that there
is no mandatory holding period for a PIPE transaction such as the Private Placement to be characterized as a valid secondary offering.
As a result, the 139-day period that has already elapsed since the PIPE Closing Date and the additional future period that the
Company expects to elapse before resales of the Shares to be Registered are permitted to be sold under the Registration Statement
is substantially longer than the holding period required by the Staff for a valid PIPE transaction. As noted by the Staff in Securities
Act Forms Compliance and Disclosure Interpretation 116.19 (“C&DI 116.19”), a valid secondary offering could
occur immediately following the closing of a private placement. C&DI 116.19 provides as follows:

    5

“In a PIPE transaction,
a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section
4(2)-exemp

October 8, 2014

Via E -mail
Bryant Riley
Chief Executive Officer
Great American Group, Inc.
21860 Burbank Boulevard, Suite 300 South
Woodland Hills, California 91367

Re: Great American  Group, Inc.
  Registration Statement on Form S-1
Filed  September 18, 2014
  File No.  333-198814

Dear Mr. Riley :

We have limited our review of your registration statement to the issue  we have addressed
in our comment .  In our comment, 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 .  Where you do not believe our 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 comment, we may have additional comments.

General

1. Given the size of the offering relative to the number of shares presently outstanding held
by non -affiliates, as well as the nature of the offering and identity of the selling
shareholders, we are concerned that this tr ansaction could be a primary offering on behalf
of the registrant.  Please provide us with a detailed analysis as to why the proposed
offering is not a primary offering on your behalf and thus should be appropriately
characterized as a transaction eligible  to be made pursuant to Rule 415(a)(1)(i) under the
Securities Act.  We may have further comments after reviewing your response.  Please
refer to Question 612.09 of our Compliance & Disclosure Interpretations for Securities
Act Rules, which can be found on  our website, www.sec.gov .

Bryant Riley
Great American Group, Inc.
October 8, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,  declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above r egistration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Daniel Porco, Staff Attorney, at (202) 551 -3477  or Dietrich King, Legal
Branch Chie f, at (202) 551 -3338 or me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Director

November 6 , 2012

Via E -mail
Paul S. Erickson
Chief Financial Officer
Great American Group, Inc.
21860 Burbank Boulevard, Suite 300 South
Woodland Hills, CA 91367

Re: Great American Group, Inc.
 Form 10-K for the year ended December 31, 2011
Filed March 30, 2012
File No. 000 -54010

Dear Mr. Erickson :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

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October 25, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jennifer Thompson

Accounting Branch Chief

 Re: Great American Group, Inc.

Form 10-K for the
year ended December 31, 2011

Filed March 30,
2012

File No. 000-54010

Dear Ms. Thompson:

We are responding to your letter dated September 27, 2012 regarding
comments by the Staff of the U.S. Securities and Exchange Commission (the “Staff”) with respect to the above-referenced
Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”). This letter repeats each
of the comments in the Staff’s letter in bolded typeface followed by our responses. Unless the context otherwise requires,
references to “Great American,” “the Company,” “our,” “us,” or “we”
refers to Great American Group, Inc. and its consolidated subsidiaries.

Form 10-K for the year ended December
31, 2011

Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 21

Results of Operation, Page 24

 1. Please include a discussion on the benefit (provision) for income taxes given the significant
change from prior year. Refer to Item 303(A)(3) of Regulation S-K.

Response:

We supplementally advise the Staff that
we have disclosed the effective tax rate and the significant components of the difference between the federal statutory rate of
34% and the Company’s effective tax rate for the current year and prior year in the notes to our consolidated financial statements
on page F-26 and F-27 of Note 14 – Income Taxes. Because the relevant information was included in the Form 10-K, we do not
believe it is necessary to amend the Form 10-K to disclose that information in our Management’s Discussion and Analysis of
Financial Condition and Results of Operation (“MD&A”). Nonetheless, we acknowledge the Staff’s comment, and
in future filings, starting with our Form 10-Q for the quarter ended September 30, 2012, we will provide a discussion of the benefit
(provision) for income taxes in MD&A.

Corporate
Headquarters

21860 Burbank
Blvd, Suite 300 South

Woodland Hills,
CA 91367

(818)
884-3737 ·
Fax (818) 884-2976

Los
Angeles  ·  Chicago
·  Boston
·  New
York  ·  Atlanta
·  London
·  Philadelphia
·  san
Francisco

    1

Auction and Liquidation Segment,
Page 25

 2. Please expand your discussion of gross margin in the auction and liquidation segment to discuss
the significant reasons for the change in gross margin percentage.

Response:

The Company respectfully submits to the
Staff that the discussion included in MD&A on page 25 addresses the material reasons for the change in gross margin percentage
in the liquidation segment. The relevant disclosure follows:

Gross margin in
the auction and liquidation segment increased to 73.3% of revenues during the year ended December 31, 2011, as compared to 62.4%
of revenues during the year ended December 31, 2010. The increase in the gross margin during the year ended December 31, 2011
was primarily due to an increase in revenues earned in 2011 from services and fees and gross margin from liquidation engagements
where we provided a minimum recovery value for goods sold at bankruptcy liquidation sales. The increase in the gross margin during
the year ended December 31, 2011 was also primarily due to an increase in revenues from capital advisory services and retail liquidation
engagements we performed in the United Kingdom and an increase in revenues from retail liquidation engagements in the United States
as compared to the same period in 2010.

Because the relevant material information
was included in the Form 10-K, we do not believe it is necessary to amend the Form 10-K to address the Staff’s comment. Nonetheless,
we acknowledge the Staff’s comment, and in future filings, starting with our Form 10-Q for the quarter ended September 30,
2012, we will expand our discussion of gross margin to include more detailed analysis of the significant reasons for the change
in gross margin percentage. We supplementally advise the Staff that, consistent with the existing disclosure in MD&A, the changes
in gross margin that we experience in the auction and liquidation segment are generally a direct result of the changes in the mix
of revenue from year to year.

 3. We note that you have had negative gross margins from the sales of goods from the past four
years. Please disclose whether you expect this trend to continue.

Response:

We supplementally advise the Staff that
the gross margins from the sales of goods fluctuates widely from period to period based upon the volume and mix of goods that we
take title to in our wholesale auction and liquidation business. These fluctuations make predictions regarding the expected trends
in gross margin from the sales of goods inherently uncertain. For example, while our gross margin from the sale of goods was (17.0)%,
(30.4)%, (0.5)%, and (1.3)% for the years ended December 31, 2011, 2010, 2009 and 2008, respectively, our gross margin from the
sale of goods increased to 11.2% during the first quarter of 2012 as disclosed on page 24 of our Form 10-Q for the three months
ended March 31, 2012 and to 26.7% as disclosed on page 26 of our Form 10-Q for the three months ended June 30, 2012. Nonetheless,
we acknowledge the Staff’s comment, and in future filings, starting with our Form 10Q for the quarter ended September 30,
2012, we will expand our disclosure to discuss, to the extent known to us, the expected trend of gross margins from the sales of
goods.

Corporate
Headquarters

21860 Burbank
Blvd, Suite 300 South

Woodland Hills,
CA 91367

(818)
884-3737 ·
Fax (818) 884-2976

Los
Angeles  ·  Chicago
·  Boston
·  New
York  ·  Atlanta
·  London
·  Philadelphia
·  san
Francisco

    2

Contractual Obligations, page 36

 4. Please consider revising your contractual obligations table to include estimated interest
payments on all of your long-term debt through maturity. Because the table is aimed at increasing transparency of cash flow, we
believe these payments should be included in the table. If you choose not to include these payments, please present a footnote
to the table that clearly identifies the excluded item(s) and provide any additional information that is material to understand
your cash requirements. For example, consider disclosing the amount borrowed as of your fiscal year-end, interest rate and maturity
terms, and historical interest expense recognized during the periods presented.

Response:

As a Smaller Reporting Company, we have
not yet determined whether or not we will include the contractual obligations table in future annual reports. Nonetheless, if we
do include that table in future filings, we will make disclosure that comports with the Staff’s comment.

Consolidated Financial Statements,
page F-1

Note 10 – Credit Facilities,
page F-22

(a) $100,000 Asset Based Credit
Facility, page F-22

 5. We note that you pay success fees in the amount of 5%-20% of the profits earned on liquidation
contracts as defined in the credit facility. We also note that you include success fees as interest expenses. Please tell us your
basis in GAAP for including these success fees in interest expense versus an operating expense. We assume success fees are only
paid when a liquidation contract is profitable and no success fees are paid when a liquidation contract is at a loss. We also assume
that base rate interest amount on the loan is does not change and is payable whether the liquidation is profitable or not. If our
understanding is incorrect, please advise.

Response:

In determining that success fees related
to our Credit Facility should be included in interest expense, we considered the accounting guidance in ASC 470-30 Debt –
Participating Mortgage Loans. We believe the accounting guidance in ASC 470-30-05-1 (b) and presentation guidelines in ASC 470-30-35-02
(b) support our determination to include the amounts related to the lender’s participation in results of operations as one
of the three components of interest expense on participating mortgage loans. We supplementally confirm to the Staff that (1) success
fees are only paid when a liquidation engagement is profitable and no success fees are paid when a liquidation engagement is at
a loss and (2) the base rate interest amount on our $100,000 Asset Based Credit Facility does not change and is payable whether
or not the liquidation engagement is profitable or not.

Corporate
Headquarters

21860 Burbank
Blvd, Suite 300 South

Woodland Hills,
CA 91367

(818)
884-3737 ·
Fax (818) 884-2976

Los
Angeles  ·  Chicago
·  Boston
·  New
York  ·  Atlanta
·  London
·  Philadelphia
·  san
Francisco

    3

Note 20 – Business Segments,
pageF-32

 6. We note that you have operations in the United States, Canada and the United Kingdom. We
further note from your disclosures on page 7 that your business activities in the United Kingdom involve financing and lending
activities. Please tell us how you consider whether your financing and lending activities are separate operating or reportable
segments under ASC 280-10-50. Notwithstanding the preceding, please disclose the information about geographic areas as required
by ASC 280-10-50-41.

Response:

Our analysis in determining that the finance
and lending activities were part of our auction and liquidation segment in accordance with ASC 280-10-50 – Segment Reporting
Disclosure included the following:

 1) The Chief Operating Decision Maker (“CODM”) for our lending and financing activities
in the United Kingdom is the same as the CODM for our retail liquidations business which is part of our auction and liquidation
segment and is comprised of a committee comprised of our Chief Executive Officer, our President and our Chief Financial Officer.

 2) The management reporting package for our retail liquidations business in the United Kingdom and
financing and lending activities in the United Kingdom have similar characteristics and the business activities and financial performance
of these businesses are aggregated and evaluated on a combined basis by the CODM. These businesses are evaluated by the CODM on
a combined basis as our clients for a retail liquidation engagement in the United Kingdom and loans in the United Kingdom are generally
the same. In addition, our marketing efforts for retail liquidation engagements in the United Kingdom and lending opportunities
in the United Kingdom are performed by the same individuals, primarily to existing retailers, that are operating in the retail
industry or in a distressed environment with limited access to new capital.

Corporate
Headquarters

21860 Burbank
Blvd, Suite 300 South

Woodland Hills,
CA 91367

(818)
884-3737 ·
Fax (818) 884-2976

Los
Angeles  ·  Chicago
·  Boston
·  New
York  ·  Atlanta
·  London
·  Philadelphia
·  san
Francisco

    4

 3) We also analyzed the economic characteristics of our retail liquidations business in the United
Kingdom and financing and lending activities in the United Kingdom as outlined in ASC 280-10-50-11 as follows:

    The nature of the products and services
    The operating results in our auction and liquidation segment includes the results of operations of our retail liquidation business in the United States and United Kingdom and the financing and lending activities from business generated in the United Kingdom.  The underlying marketing and services provided by these businesses are similar in nature or provided to similar customers in the economic life cycle of distressed retailers.  The Company engages in providing retail liquidation services and loans to retailers and distressed retailers.  The Company is compensated for these services by charging fees on retail liquidation engagements and a combination of fees and interest on loans to retailers.

    The nature of the production processes
    The production process or services that are provided by our retail liquidations business in the United States and United Kingdom and financing and lending activities in the United Kingdom are similar in nature since they involve underwriting and financial analysis of retail goods inventory that is either planned to be liquidated for retail liquidation engagements or serve as collateral for lending activities. The analysis and underwriting for these businesses are performed by the same group of team of individuals employed by the Company. In addition, as previously stated the marketing efforts for these businesses are similar in nature and provided to similar customers.

    The type or class of customer for their products and services
    The retail liquidations business in the United States has a customer list that consists primarily of retailers located in the United States.  The retail liquidations business and financing and lending activities in the United Kingdom has a customer list that consists primarily of retailers located in the United Kingdom.  While each of these lists is separate, there is also a joint customer list for all three of these businesses that consists of retailers that have operations in both the United States and United Kingdom.  It is common place for us to provide retail liquidation services to the same customer that we are providing lending and financing activities and vice versa.

Corporate
Headquarters

21860 Burbank
Blvd, Suite 300 South

Woodland Hills,
CA 91367

(818)
884-3737 ·
Fax (818) 884-2976

Los
Angeles  ·  Chicago
·  Boston
·  New
York  ·  Atlanta
·  London
·  Philadelphia
·  san
Francisco

    5

    The methods used to distribute their products or provide their services
    There are differences in how retail liquidation engagements are serviced and how loans are serviced in the United Kingdom, however, these services are performed by the same team of professionals.  In addition, the marketing, selling, and lending services that are provided in the United Kingdom are to similar retail customers as described above.  There are no other distribution channels for the services such as a contracted sales force, etc.

    If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities
    Not applicable.

In conclusion, we believe that there are
significant similarities in the sales and marketing efforts, underwriting and financial analysis performed, and more importantly
the customers to whom we provide retail liquidation services and financing and lending activities. We also believe that, because
of the similarities of the services described above, over the long term the services provided in the retail liquidation business
and financing and lending activities will demonstrate similar profitability. We have therefore concluded that it is appropriate
to include the results of operations of the financing and lending business in the United Kingdom as part of the auction and liquidation
segment.

We acknowledge the Staff’s comment
regarding the disclosure of geographical areas as required by ASC 280-10-50-41, and in future filings starting with our Form 10-Q
for the quarter ended September 30, 2012 we will expand our disclosure and include the required information about revenues and
long-lived assets by geographical area, to the extent it is material, as part of Note 20 – Business Segments to our consolidated
financial statements.

* * * * * *

The Company hereby acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

 · Staff comments or changes to the disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filing; and

 · the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Corporate
Headquarters

21860 Burbank
Blvd, Suite 300 South

Woodland Hills,
CA 91367

(818)
88

CORRESP
1
filename1.htm

    12531
        High Bluff Drive

        San Diego, California

        92130-2040

        Telephone:
        858.720.5100

        Facsimile:
        858.720.5125

www.mofo.com

    morrison &
        foerster llp

        new york, san
        francisco,

        los angeles, palo alto,

        sacramento, san diego,

        denver, northern virginia,

        washington, d.c.

        tokyo, london,
        brussels,

        beijing, shanghai, hong kong

    October 12, 2012
    Writer's Direct
    Contact

    858.720.5141

    SStanton@mofo.com

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jennifer Thompson

Accounting Branch Chief

 Re: Great American Group, Inc.

  Form 10-K for the year ended December 31, 2011

  Filed March 30, 2012

  File No. 000-54010

Dear Ms. Thompson:

We are counsel to Great American Group, Inc. and write on its
behalf. This letter confirms the conversation I had yesterday with Lisa Sellars. Great American Group, Inc. is diligently working
on its response to the letter of comment from the staff of the Securities and Exchange Commission dated September 27, 2012, and
expects to file such response no later than October 26, 2012.

Please contact me at (858) 720-5141 if you have any questions.
Thank you.

Sincerely,

/s/ Scott M. Stanton

Scott M. Stanton

 cc: Paul Erickson, Great American Group, Inc.

September 27 , 2012

Via E -mail
Paul S. Erickson
Chief Financial Officer
Great American Group, Inc.
21860 Burbank Boulevard, Suite 300 South
Woodland Hills, CA 91367

Re: Great American Group, Inc.
 Form 10-K for the year ended December 31, 2011
Filed March 30, 2012
File No. 000 -54010

Dear Mr. Erickson :

We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing  and the information you provide in
response to these  comments, w e may have  additional comments.

Form 10 -K for the year ended December 31, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
21

Results of Operations, page 24

1. Please include a discussion of the benefit (provision) for inco me taxes given the
significant change from prior year.  Refer to Item 303(A)(3) of Regulation S -K.

Auction and Liquidation Segment, page 25

2. Please expand your discussion of gross margin in the auction and liquidation segment to
discuss the significant reasons for the change in gross margin percentage.

Paul S. Erickson
Great American Group, Inc.
September 27 , 2012
Page 2

 3. We note that you have had negative gross margins from the sales of goods for the past
four years.  Please disclose whether you expect this trend to continue.

Contractual Obli gations, page 36

4. Please consider revising your contractual obligations table to include estimated interest
payments on all of your long -term debt through maturity. Because the table is aimed at
increasing transparency of cash flow, we believe these paymen ts should be included in
the table. If you choose not to include these payments , please present  a footnote to the
table that clearly identif ies the excluded item(s) and provide any additional information
that is material to understanding your cash requirem ents. For example, consider
disclosing the amounts borrowed as of your fiscal year -end, interest rate and maturity
terms, and historical interest expense recognized during the periods presented.

Consolidated Financial Statements, page F -1

Note 10 – Credit Facilities, page F -22

(a) $100,000 Asset Based Credit Facility, page F -22

5. We note that you pay success fees in the amount of 5% - 20% of the profits earned  on
liquidation contracts as defined in the credit facility.  We also note that you include the
success fees as interest expense.  Please tell us your basis in GAAP for including these
success fees in interest expense versus an operating expense.  We assume success fees are
only paid when a liquation contract is profitable and no success fees are  paid when a
liquation contract is at a loss. We also assume the base rate interest amount on the loan is
does not change and is payable whether the liquation is profitable or not.  If our
understanding is incorrect, please advise.

Note 20 – Business Segm ents, page F -32

6. We n ote that you have operations in the United States, Canada, and the United Kingdom.
We further note from your disclosures on page 7 that your business activities in the
United Kingdom involve financing and lending activities.  Please tell us how you
considered whether your financing and lending activities are separate operating or
reportable segments under ASC 280 -10-50.  Notwithstanding the preceding, please
disclose  the information about geographic areas as required by ASC 280 -10-50-41.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Paul S. Erickson
Great American Group, Inc.
September 27 , 2012
Page 3

  In responding to our comments, please provide  a written statement from t he company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with res pect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact  Lisa Sellars , Staff Accountant , at (202) 551-3348  or Yong Kim , Staff
Accountant , at (202) 551 -3323  if you have questions regarding these comments .  You may
contact me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

Mail Stop 3561           July 30, 2009   Mark D. Klein Chief Executive Officer Alternative Asset Management Acquisition Corp. 590 Madison Avenue, 35
th Floor
New York, New York  10022
 Re: Alternative Asset Mana gement Acquisition Corp.
  Form 8-K   Filed July 28, 2009   File No. 001-33629
 Great American Group, Inc.
  Form 8-K   Filed July 30, 2009   File No. 333-159644

Dear Mr. Klein:

We have reviewed the above referenced f ilings and we have the following comment.
Where indicated, we think you should revise your doc uments in response to these comments.  If
you disagree, we will consider your explanation as  to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

Preliminary Proxy Statement on Schedule 14A

 General

1. We note the Form 8-Ks filed by Alternative Asset Management Acquisition Corp. and Great
American Group, Inc. on July 28, 2009 and Ju ly 30, 2009, respectively, which indicate that
you have amended several elements of the Ag reement and Plan of Reorganization.  These
include, but are not limited to, ch anges to the contingent cons ideration, cash consideration
and share exchange ratios.  Pl ease tell us the manner in which you furnished this information
to stockholders in advance of the meeting, as ide from filing the Form 8-K on EDGAR, with a
view to explaining why you belie ve that your proxy materials di d not omit any material facts
necessary for stockholders to make an informed  voting decision.  In addition, please also tell

Mark D. Klein
Alternative Asset Management Acquisition Corp. July 30, 2009 Page 2

us why you believe that furnishing this info rmation on July 28, 2009 allows for a sufficient
amount of time for stockholders to consider  the information in advance of tomorrow’s
meeting.  Refer to Rule 14a-9 of Regulati on 14A.  Finally, please  also tell us what
consideration you have given to how you intend to  tabulate any votes th at were provided to
you in advance of the time that you furnishe d shareholders with this new information.

* * *
 As appropriate, please respond to this commen t within 10 business da ys or tell us when
you will provide us with a response.  Please unde rstand that we may have additional comments
after reviewing your response to our comment.    Please contact Chris Chase, Attorney-A dvisor, at (202) 551-3485, John Fieldsend,
Attorney-Advisor, at (202) 551-3343, Mara Ransom , Legal Branch Chief, at (202) 551-3264 or
me at with any questions.
Sincerely,

H. Christopher Owings Assistant Director
  cc: Douglas S. Ellenoff, Esq.
Ellenoff Grossman & Schole LLP

Via Facsimile

CORRESP
1
filename1.htm

Acceleration Request

 GREAT AMERICAN GROUP, INC.

 590 Madison Avenue

 New York, New York 10022

 July 17, 2009

 VIA EDGAR AND FACSIMILE

 United States Securities and Exchange Commission

 100 F Street

 Washington, D.C. 20549

 Attn: H. Christopher Owings, Assistant Director

Re:
Great American Group, Inc.

Registration Statement on Form S-4 (File No. 333-159644)

 Dear Mr. Owings:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the company hereby requests acceleration
of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. on Friday, July 17, 2009, or as soon as thereafter practicable.

 Please note that we acknowledge the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the company may not assert staff comments or the Declaration of Effectiveness of the Registration Statement as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Very truly yours,

/s/ Mark D. Klein

 Mark D. Klein

 Chief Executive Officer and Chief
Financial Officer

CORRESP
1
filename1.htm

Acceleration Request

 GREAT AMERICAN GROUP, INC.

 590 Madison Avenue

 New York, New York 10022

 July 17, 2009

 VIA EDGAR AND FACSIMILE

 United States Securities and Exchange Commission

 100
F Street

 Washington, D.C. 20549

Attn:
H. Christopher Owings, Assistant Director

Re:
Great American Group, Inc.

Registration Statement on Form S-4 (File No. 333-159644)

 Dear Mr.
Owings:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 5:00 p.m. on Friday, July 17, 2009, or as soon as thereafter practicable.

 Please note that we acknowledge the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Very truly yours,

 /s/ Mark D.
Klein

 Mark D. Klein

 Chief Executive Officer and Chief Financial Officer

Mail Stop 3561           July 16, 2009   Mark D. Klein, Chief Executive Officer Alternative Asset Management Acquisition Corp. 590 Madison Avenue, 35
th Floor
New York, New York  10022
 Re: Alternative Asset Mana gement Acquisition Corp.
  Revised Preliminary Proxy Statement on Schedule 14A   Filed July 10, 2009   File No. 001-33629
 Great American Group, Inc.
  Amendment No. 2 to Registra tion Statement on Form S-4
  Filed July 10, 2009   File No. 333-159644

Dear Mr. Klein:

We have reviewed your letter dated July 9, 2009 in response to our July 1, 2009 comment
letter, your revised preliminary proxy statemen t on Schedule 14A, and amendment number two
to your registration statement on Form S-4, a nd we have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If you
disagree, we will consider your explanation as to  why our comment is inapplicable or a revision
is unnecessary.  Please be as detailed as neces sary in your explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

Preliminary Proxy Statement on Schedule 14A

 General

1. We note your responses to comments one and two of  our letter dated July 1, 2009 stating that
the Warrant Redemption will be effected, that it is a non-waivable condition to the consummation of the Acquisition, that Great Amer ican Group, Inc. intends to initiate an
exchange offer regarding its outstanding warra nts following the Acquisition, and that Great
American Group, Inc. intends to file a registra tion statement relating to  the shares of common
stock underlying the warrants that  will be issued pursuant to th e exchange offer.  Also, we
note your revised disclosure.  In each inst ance throughout your document where you discuss

Mark D. Klein
Alternative Asset Management Acquisition Corp. July 16, 2009 Page 2

the Warrant Redemption, please clarify the wa rrantholders’ available options following every
scenario you discuss.  In this regard, although not an exhaustive list, please revise your filing
to address the following:

• Disclose, if accurate, that concurre ntly with the Acquisition, all AAMAC
warrants will be exchanged for Great Am erican Group, Inc. warrants.  Currently,
your disclosure on page 12 suggests th at AAMAC warrantholders will only
receive the right to receive Great  American Group, Inc. warrants.

• Clarify the terms of the Great Amer ican Group, Inc. warrants that the
warrantholders will receiv e upon consummation of the Acquisition making sure to
address whether the warrants are exercisable under any  scenario.  If not, please
disclose.

• Clarify, if accurate, that in the event th e exchange offer is consummated within 90
days of the Acquisition, such that there is an effective registration statement on
file with us for the warrants and the underlying shares of those warrants, the
warrantholders will have the option up to  90 days after the Acquisition to either
have their existing warrants redeemed at $0.50 per warrant or exchange their
warrants on a one for one basis for warrant s exchangeable into the common stock
of Great American Group, Inc.

• Discuss the warrantholders’ options in the event that Great American Group, Inc.
does not commence an exchange offer within 90 days of the consummation of the Acquisition, such that an effective regi stration statement for the warrants and the
underlying shares of those warrants is not on file with us.  It is our understanding
that in this scenario, within 90 days of the Acquisition al l outstanding warrants
would be redeemed at $0.50 per warrant.  If  not accurate, please  revise or advise.

• Discuss the potential dilutive effects on the common shares of Great American
Group, Inc. in the event that the excha nge offer is consummated and all of
warrantholders elect to exchange their warrants for common shares of Great American Group, Inc.  In this regard, we  understand your disclosure to state that
the Great American Group, Inc. warrants will be exercisabl e at a price that
exceeds the greater of $7.50 or the trading price of Great American Group, Inc.’s
common stock on the date that the exchange offer commences.  Assume, for purposes of this disclosure, that the st ock price is such that the warrants are
exercisable.

Risk Factors, page 49

2. Please revise the first full risk factor on page  58 titled, “AAMAC plans to redeem all of its
warrants prior to their exercisability, which ma y limit the value of the warrants,” to reflect

Mark D. Klein
Alternative Asset Management Acquisition Corp. July 16, 2009 Page 3

the material risks of the redemption, excha nge offer, and all other aspects of your
contemplated transaction to you, your warranthold ers, and your sharehol ders, as applicable.

Background of the Acquisition, page 89
3. We note your response to comment five of our letter dated July 1, 2009.  In your response
letter to us, please confirm fo r us that you have disclosed a ll the material circumstances
surrounding the Termination Agreement with Halycon Asset Management, LLC and that
further discussion of the circumstances regard ing the termination of the Halycon agreement
and related facts is not material.
4. We note your response to comment six of our  letter dated July 1, 2009 and reissue our
comment in part.  Please discuss the reasons that you increased the fees payable by Great
American Group, LLC to B. Riley & Co. by an amount equal to the finder’s fee previously
payable to John Ahn under his Finder’s Agre ement.  We understand your reasons for
terminating the Finder’s Agreement, but it is unclear why Great American Group, LLC
elected to compensate Mr. Ahn fo r services it did not receive.

AAMAC’s Board of Directors’ Reasons fo r the Approval of the Acquisition, page 93
5. Please revise your discussion on pages 93 and 94, and throughout your filing including your
risk factors, as appropriate, to  address the consideration your board gave in deciding to not
obtain an updated fairness opinion in connection with the change in terms of the Acquisition.

Opinion of Financo, Inc., Financ ial Advisor to AAMAC, page 95
6. We note that you have amended your filing to state that Financo’s fairness opinion only
applies to the Original Purchase Agreement.  Please further revise your disclosure to clearly
and prominently state that Financo has not update d its fairness opinion to  reflect the current
terms of the Acquisition.
Unaudited Pro Forma Condensed Combined Financial Data, page 127
7. We note your response to comment 11 of our le tter dated July 1, 2009.  You have indicated
in your response that upon closing of the Ac quisition, holders of AAMAC common stock are
estimated to have voting interest of 8 3.23% assuming minimum conversion and a voting
interest of 77.86% assuming maximum conversion.  On page 125 and elsewhere in your
document, you disclose ownership percen tages of 82.07% assuming minimum conversion
and 76.76% assuming maximum conversion.  To f acilitate a reader’s understanding of the
transaction and related accounting treatment, please provide a tabular  share and ownership
presentation to disclose the voting interest s you estimate upon closing of the transaction.
8. We note your responses to comments 10 through 13 of our letter dated July 1, 2009.  You
have included two pro forma presentations which appear to be based on the same results and

Mark D. Klein
Alternative Asset Management Acquisition Corp. July 16, 2009 Page 4

relative voting interests occurring from the tr ansaction reflecting tw o different accounting
treatments.  It is not clear why you have in cluded an alternative pr esentation reflecting a
reverse merger recapitalization of Great Amer ican.  You stated in your response you have
concluded the transaction should be accounted fo r as an acquisition of Great American in
accordance with SFAS 141R using the purchase method of accounting based on the range of
expected voting interests of 77.86% to 83.23%.  Please revise to delete the alternative
presentation reflecting a reverse merger recapital ization or revise to di sclose what different
results may reasonably likely occur from the tr ansaction that would cau se the transaction to
be accounted for as a reverse merger.  If the primary difference is th e actual relative voting
interest that could result from  the transaction, you should disc lose the different range of
expected voting interests and a description of the assumptions whereby AAMAC’s relative
voting interest would be less th an that depicted under your pro forma presentation assuming
the acquisition of Great American pursuant to SFAS 141R.  We may have further comment.

Great American Group , LLC a nd Subsidiaries, page F-32
 (9) Revolving Credit Facilities, page F-52

9. In the last two sentences on page F-53, you di sclose you had received waivers from your
lenders to June 30, 2009.  Please update and expand your disclosure to indicate the nature of
any existing violations.  Refer to Rule 4-08(c) of Regulation S-X.

Amendment No. 2 to Registration Statement on Form S-4
10. Please address the above comments regarding Alternative Asset Management Acquisition
Corp.’s revised preliminary proxy statement on Schedule 14A to the extent they are
applicable to your amended regi stration statement on Form S-4.

* * *
 As appropriate, please amend your filings and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendments to expedite  our review.  Please furnish a cover letter with
your amendments that keys your responses to  our comments and provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendments a nd responses to our comments.

Mark D. Klein
Alternative Asset Management Acquisition Corp. July 16, 2009 Page 5

  You may contact Scott String er, Staff Accountant, at (202)  551-3272, or in his absence,
Donna DiSilvio, Staff Accountant, at (202) 551- 3202 if you have questions regarding comments
on the financial statements and related matters.  Please contact Chris Chase, Attorney-Advisor, at
(202) 551-3485, John Fieldsend, Attorney-Advisor, at (202) 551-3343 or me at with any other
questions.
Sincerely,

H. Christopher Owings Assistant Director
  cc: Douglas S. Ellenoff, Esq.
Ellenoff Grossman & Schole LLP
 Robert R. Carlson, Esq.
Paul, Hastings, Janofsky & Walker LLP

David Miller, Esq. Graubard Miller

Via Facsimile

Mail Stop 3561
July 1, 2009
  Michael J. Levitt, Chairman of the Board of Directors Alternative Asset Management Acquisition Corp. 590 Madison Avenue, 35
th Floor
New York, New York  10022
 Re: Alternative Asset Mana gement Acquisition Corp.
  Revised Preliminary Proxy Statement on Schedule 14A   Filed June 23, 2009   File No. 001-33629
 Great American Group, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-4
  Filed June 23, 2009   File No. 333-159644

Dear Mr. Levitt:

We have reviewed your letter dated June 22, 2009 in response to our June 16,
2009 comment letter, your re vised preliminary proxy statement on Schedule 14A and
amendment number one to your registration statement on Form S-4 and we have the
following comments.  Where indicated, we think you should revise your documents in
response to these comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Pleas e be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

Preliminary Proxy Statement on Schedule 14A

 General

1. We note that in response to comment one of our letter dated June 16, 2009, you
indicate that the Acquisition may still be consummated if “AAMAC, the Company and Merger Sub on the one hand, and each of Great American and the Great American Members or their representative on the other hand” wa ive the condition to
the Acquisition that the Warrant Redemption Proposal must first be approved.  Please

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 2

revise your disclosure throughout  your document to clearly state that the approval or
waiver of the Warrant Redemption Proposal by your warrantholders  is a condition to
the Acquisition and to state whether the par ties intend to waive this condition in the
event that the Warrant Redemption Proposal  is not approved.  We understand that you
provide a parenthetical statement in the thir d paragraph of page 85 indicating that the
Warrant Redemption Proposal condition can be waived, but it doe s not appear that
your filing indicates whether the parties intend to implem ent such a waiver in the
event that the propos al is not approved.
2. In this regard, please also revise your di sclosure throughout your filing to discuss the
following in the event that  the Warrant Redemption Proposal is not approved:
• whether you plan or intend to file a registration statement to cover the common
shares underlying the warrants;
• in the event that you do not  file a registration statement to cover the common
shares underlying the warrants, the eff ect of section 6(b) of the Warrant
Agreement, filed as Exhibit 4.4 to your registration statement filed on Form S-1
on July 27, 2007, on a warrantho lder’s ability to exer cise the warrants; and
• the potential dilutive effects to your curre ntly outstanding and issued shares of
common stock in the event that the warrants are exercised.

The Charter Amendment Proposal (Page 72), page 19
3. We note your response to comment five of  our letter dated June 16, 2009.  Please
revise your disclosure throughout your filing to clearly explain that approval of the
Charter Amendment Proposal enables the Acquisition to consummate in a manner
pursuant to which the AAMAC shareholders  will not control the governing body of
the target entity, Great American Group, LLC, or the governing body of its parent,
Great American Group, Inc.  Your revisions  should remove any indication that the
Acquisition substantively meets the defin ition of business combination under your
Certificate of Incorporation, as currently drafted, and any indication that control by
your affiliate is the equivalent of  control by the AAMAC shareholders.
Comparative Share Information, page 39
4. We note your response to comment eight of our letter dated June 16, 2009.  Please
clarify whether the pro forma earnings pe r share data for December 31, 2008 is
positive or negative, as we note the pro forma statement of operations, page 108,
indicates a loss.  Further, please e xplain why the December 31, 2008 pro forma
diluted earnings per share do not match the amounts represented on the pro forma statement of operations, page 108.

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 3

The Acquisition Proposal, page 74
 Background of the Acquisition, page 75

5. We note your response to comment 14 of our letter dated June 16, 2009 and your
revisions in the first paragraph on page  76 stating that you are prohibited from
disclosing any information not already public ly disclosed regarding the Termination
Agreement with Halycon Asset Management, LL C.  Nonetheless, please disclose the
material circumstances surrounding the term ination, including th e reasons for the
termination, or disclose that  you have already disclosed a ll the material circumstances
surrounding the termination and that furt her discussion of the circumstances
regarding the termination of the Halycon agreement and related facts is not material.
6. We note your response to comment 15 of our letter dated June 16, 2009.  Please
disclose the “inherent conflic t of interest” to which you re fer and discuss the reasons
that you increased the fees payable by Great  American Group, LLC to B. Riley & Co.
by an amount equal to the finder’s fee previously payable to John Ahn under his
Finder’s Agreement.
7. We note your response to comment 18 of our letter dated June 16, 2009.  In the last
sentence of the second paragraph on page 76, you state that none of the potential
acquisition targets you considered were co mparable to Great American Group, LLC.
Please disclose your reasons for this conclusion.

The Purchase Agreement, page 82
8. We reissue comment 24 of our letter date d June 16, 2009, in part.  In the fourth
paragraph on page 82, you state that you do not believe that the confidential
disclosure schedules contain information th at the securities la ws require to be
publicly disclosed other than that which you have already disclosed.  Please revise
this disclosure to specifically state, if  accurate, that you have determined that the
information contained in the confidential disclosure schedules and not otherwise
disclosed in your filing is not material to an investment decision.  In this regard,
please identify for us the specific locations where you have disclosed all the material
information contained in the confidential disc losure schedules that is necessary for an
investment decision.  Alternatively, pleas e disclose the material information
contained in the confidential schedules in your filing.
9. We note your response to comment 26 of our letter dated June 16, 2009 and your
revised disclosure in the fourth paragra ph on page 82 and we reissue our comment.
Again, please revise your disclosure to re move any potential implication that your
description of the Purchase Agreement or  the Purchase Agreement itself does not
constitute public disclosure under the federal securities la ws.  In this regard, please
address the following:

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 4

• Please revise your statement that the repr esentations, warranties and covenants in
the Purchase Agreement “should not be relied upon.”
• Please revise your statement that the assertions embodied in the Purchase
Agreement’s representations, warranties a nd covenants were made “solely” for
purposes of the contract among the respective parties.
• Please revise your statement that, other th an regarding the information that has
already been disclosed, the representati ons, warranties and covenants “should not
be relied on” as accurate or complete char acterizations of the actual state of facts
as of any specified date, since they are modified by the underlying disclosure
schedules.
Unaudited Pro Forma Condensed Combined Financial Data, page 104
10. We believe the transaction is more appropr iately considered a reverse acquisition in
accordance with SFAS 141R.  Please revi se your disclosure accordingly.
11. In-light of the conferen ce call with SEC staff on June 30, 2009 and your SFAS 141R
analysis in response to comment 28 of our letter dated June 1 6, 2009, please provide
us with a robust analysis of the mostly like ly voting ownership scenario at the closing
of the transaction.  Your response should also address the following:
• Board Composition – We note Great American board members are not up for vote
by the shareholders until the year 2011.  Explain how a two year lock-up is
considered substantive for control purposes.
• Maximum conversion – Explain your basis in determining a maximum conversion
scenario, where AAMAC stockholders hol ding 30% of the AAMAC public shares
less one share exercise their conversion ri ghts and that such shares are converted
into their pro rata share of the funds in  the trust account.
• Please tell us your consideration of the likelihood of warrantholders approving the
Warrant Redemption and redeeming th eir shares for $0.50 a share versus
converting their warrants into shares of the company at closing with an exercise
price of $7.50 a share when the stock is  currently trading at approximately $9.80.
12. We note your pro forma presentation a ssumes minimum conversion and maximum
conversion resulting in former AAMAC stockholders and founders with voting
interests of approximately 80% and 75%, respectively, following consummation of the transaction.  Assuming you determined this  is the mostly likely voting ownership
scenario for purposes of your SFAS141R an alysis, please explain why you believe
the existence of the minority voting intere st, Great American senior management, and

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 5

a two year lock-up on the board of direct ors outweighs the voting interest held by
AAMAC stockholders and founders in conc luding Great American has control.
13. We note there is uncertainty surrounding the Warrant Redemption.  Changes in the
outcome of the Warrant Redemption proposal  could significantly  increase AAMAC’s
voting interests.  Please consider the like lihood of reaching a different outcome at the
closing of the transaction and tell us whether your accounting would change as a
result.  If so, separate pro forma presen tations reflecting the most likely scenarios
would facilitate a readers understanding of  your expectations.  Refer to Rule 11-
02(b)(8).
Notes to the Unaudited Condensed Combined  Pro Forma Financial Statements, page 109
2. Pro Form Adjustments and Assumptions, page 110
14. We note your response to comment 33 of our  letter dated June 16, 2009.  We believe
the transaction is more appropriately cons idered a reverse acqui sition and SFAS 141R
does apply to the transaction.  Such amounts should be presented as an adjustment to
pro forma retained earnings with an appropria te explanation in the notes.  Given the
non-recurring impact the costs are not required as a pro forma income statement adjustment to expense.  Reference is made to SFAS141R, paragraph 59.
15. We note your response to comment 38 of our  letter dated June 16, 2009.  We do not
concur that your cash balance is factually supportable and that cash was not used in
operations.  Please revise accordingly.
Great American’s Management Discussion and Analysis of Financial…, page 151

Revenues, page 154
16. We note your response to comment 42 of our letter dated June 16, 2009.  Your
disclosure remains unclear.  In your disc ussion of revenues on page 154, you refer to
an increase in liquidation services as the pr imary reason for the increase in revenues.
To help us understand please clarify what  liquidation services you are referring to.
Contrast these services with the liquidati on engagement referred to in your discussion
of costs of revenues as decreasing in  2009.  Given the assorted liquidation
engagements you may offer and the significan t revenues contributed by such services,
tabular disclosure of the various liquidati on services/engagements with corresponding
revenues and costs would be beneficial.

Beneficial Ownership of Securities, page 180
17. We note your response to comment 49 of our  letter dated June 16, 2009.  However, it
does not appear that you have provided the natural person, natural persons or

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 6

registered company who exercise the sole or  shared voting or di spositive power with
respect to the shares in the table owned by Fir Tree, Inc., HBK Investments L.P.,
Millenco LLC, OHL Limited and QVT Financia l LP.  Please revise or advise us why
you are unable to do so.

Notes to Consolidated Financial Statements, page F-36
 (e) Revenue Recognition, page F-38

18. We note your response to comment 57 of our letter dated June 16, 2009.  Our
comment requested you specifically addre ss how you determined it was appropriate
to record the sale of items net for whic h you hold title.  We are not persuaded net
reporting is appropriate for t hose transactions where Grea t American is the primary
obligor, has general inventory and credit risk and has latitude  in establishing pricing.
Please tell us specifically how net repor ting is appropriate for goods acquired and
held for sale or auction based on the guidan ce in EITF 99-19 or re vise your financial
statements and related disclosures accordingly.

Accounts Receivable, page F-47
19. We note your response to comment 60 of our  letter dated June 16, 2009.  We also
note amounts payable by Great American approximate 15% and 29% of current
liabilities at March 31, 2009 and December 31, 2008, respectively.  In concluding that
these amounts were clearly insignificant to  your consolidated financial statements
and, therefore, could be netted against am ounts due from the Factor, please tell us
what consideration was given to your debt co venants.  Further, please tell us why the
payable to the Factor as of March 31, 2009 is  considerably more than the receivables
sold to the Factor for the three months ended March 31, 2009.

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

20. Please address the above comments rega rding Alternative Asset Management
Acquisition Corp.’s revised preliminary proxy statement on Schedule 14A to the
extent they are applicable to your am ended registration statement on Form S-4.

* * *

As appropriate, please amend your filings and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ents to expedite our review.  Please furnish
a cover letter with your amendments that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.

Michael J. Levitt
Alternative Asset Management Acquisition Corp. July 1, 2009 Page 7

Please understand that we may have addi tional comments after reviewing your
amendments and responses to our comments.   You may contact Scott Stri nger, Staff Accountant, at  (202) 551-3272, or in his
absence, Donna DiSilvio, Review Accountan t, at (202) 551-3202 if  you have questions
regarding comments on the financ ial statements and related matters.  Please contact Chris
Chase, Attorney-Advisor, at (202) 551-3485, Jo hn Fieldsend, Attorney-Advisor, at (202)
551-3343 or me at with any other questions.
Sincerely,

H. Christopher Owings Assistant Director
  cc: Douglas S. Ellenoff, Esq.
Ellenoff Grossman & Schole LLP
  Robert R. Carlson, Esq.
Paul, Hastings, Janofsky & Walker LLP

David Miller, Esq. Graubard Miller
 Via Facsimile

CORRESP
1
filename1.htm

SEC Response Letter

 Ellenoff Grossman & Schole, LLP

 150 East 42nd
 Street, 11th Floor

 New York, NY 10017

 July 9, 2009

 Via EDGAR

 Mr. H. Christopher Owings

Assistant Director

 Securities and Exchange Commission

 100 F Street, N.W.

 Washington, DC 20549

Re:
Alternative Asset Management Acquisition Corp.

Revised Preliminary Proxy Statement on Schedule 14A Filed June 23, 2009

File No. 001-33629

Great American Group, Inc.

Amendment No. 1 to Registration Statement on Form S-4 Filed June 23, 2009

File No. 333-159644

 Dear Mr. Owings:

 On behalf of Alternative Asset Management Acquisition Corp. (“AAMAC”) and Great American Group, Inc. (the “Company”) this letter is
being filed with your office in response to the Staff’s comments in your letter dated July 1, 2009 (the “Comment Letter”) with respect to the amended Preliminary Proxy Statement on Schedule 14A filed by AAMAC, and the Amendment
No. 1 to Registration Statement on Form S-4 (“Amendment No. 1”) filed by the Company, in each case, with the Securities and Exchange Commission (“SEC”) on June 23, 2009.

 For the Staff’s convenience, we have repeated the Staff’s comments in italics below followed by the Company’s response to aid in your
review. In addition, a marked version of Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”), is enclosed herewith reflecting all changes from Amendment No. 1. Amendment No. 2 and AAMAC’s
amended Preliminary Proxy Statement were transmitted for filing on the date hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to them in Amendment No. 2.

 The Amendment No. 2 also reflects changes in the terms of the Acquisition, which can be summarized as follows:

1.
The Cash Consideration has decreased from $120.0 million to $60.0 million;

2.
The Closing Stock Consideration has decreased from 12,272,727 shares to 12,000,000 shares;

3.
The Contingent Cash Consideration has decreased from $25.0 million to $10.0 million;

4.
The Contingent Stock Consideration has decreased from 10,000,000 shares to 6,000,000 shares;

5.
The number of founder shares to be forfeited by the AAMAC founders has increased from 2,850,000 to 6,350,000 shares; and

6.
The exchange ratio for common stock of AAMAC for common stock of the Company has increased from one-for-one to one-for-1.23.

 Preliminary Proxy Statement on Schedule 14A

 General

1.
We note that in response to comment one of our letter dated June 16, 2009, you indicate that the Acquisition may still be consummated if “AAMAC, the Company and Merger
Sub on the one hand, and each of Great American and the Great American Members or their representative on the other hand” waive the condition to the Acquisition that the Warrant Redemption Proposal must first be approved. Please revise your
disclosure throughout your document to clearly state that the approval or waiver of the Warrant Redemption Proposal by your warrantholders is a condition to the Acquisition and to state whether the parties intend to waive this condition in the event
that the Warrant Redemption Proposal is not approved. We understand that you provide a parenthetical statement in the third paragraph of page 85 indicating that the Warrant Redemption Proposal condition can be waived, but it does not appear that
your filing indicates whether the parties intend to implement such a waiver in the event that the proposal is not approved.

 The Company
has revised Amendment No. 2 throughout to indicate that the Warrant Redemption will be effected and to state that it is a non-waivable condition to the consummation of the Acquisition.

2.
In this regard, please also revise your disclosure throughout your filing to discuss the following in the event that the Warrant Redemption Proposal is not approved:

•

 whether you plan or intend to file a registration statement to cover the common shares underlying the warrants;

•

 in the event that you do not file a registration statement to cover the common shares underlying the warrants, the effect of section 6(b) of the Warrant
Agreement, filed as Exhibit 4.4 to your registration statement filed on Form S-1 on July 27, 2007, on a warrantholder’s ability to exercise the warrants; and

•

 the potential dilutive effects to your currently outstanding and issued shares of common stock in the event that the warrants are exercised.

 The Company respectfully advises the Staff that, in order for the Acquisition to be consummated, the warrantholders must approve the
Warrant Redemption Proposal. As indicated above, a new condition of the Warrant Redemption Proposal is to delay the redemption to a date on or before the 90th day following the consummation of the Acquisition and to delay the exercisability of the
warrants from immediately following the consummation of the Acquisition to the 91st day following the Acquisition. As such, the Company has revised Amendment No. 2 (page 135) to indicate that it intends to file a registration statement relating to
the shares of common stock underlying the warrants following the Acquisition.

 The Charter Amendment Proposal (Page 72), page 19

3.
We note your response to comment five of our letter dated June 16, 2009. Please revise your disclosure throughout your filing to clearly explain that approval of the Charter
Amendment Proposal enables the Acquisition to consummate in a manner pursuant to which the AAMAC shareholders will not control the governing body of the target entity, Great American Group, LLC, or the governing body of its parent, Great American
Group, Inc. Your revisions should remove any indication that the Acquisition substantively meets the definition of business combination under your Certificate of Incorporation, as currently drafted, and any indication that control by your affiliate
is the equivalent of control by the AAMAC shareholders.

 The Company has revised Amendment No. 2 (the letter to the stockholders and the warrantholders, the notice to
stockholders and pages 2, 4, 7, 17 and 81) to clarify the disclosure.

 Comparative Share Information, page 39

4.
We note your response to comment eight of our letter dated June 16, 2009. Please clarify whether the pro forma earnings per share data for December 31, 2008 is positive
or negative, as we note the pro forma statement of operations, page 108, indicates a loss. Further, please explain why the December 31, 2008 pro forma diluted earnings per share do not match the amounts represented on the pro forma statement of
operations, page 108.

 The Company acknowledges the Staff’s comment and has revised the Comparative Share Information on page 46 of
Amendment No. 2 to indicate, where appropriate, the basic and diluted earnings per share data as positive or negative and changed the presentation of earnings per share for the year ended December 31, 2008 from “Basic earnings per
share” and “Diluted earnings per share” to “Basic earnings (loss) per share” and “Diluted earnings (loss) per share,” respectively. The December 31, 2008 pro forma diluted earnings per share did not match the
amounts set forth in the pro forma statements of operations due to rounding errors and typographical errors (i.e. the brackets were inadvertently excluded). These errors have been corrected and the amount of the pro forma basic earnings (loss) per
share and the pro forma diluted earnings (loss) per share now agree to those that are reflected in the pro forma statement of operations on page 130 of Amendment No. 2.

 The Acquisition Proposal, page 74

 Background of the Acquisition, page 75

5.
We note your response to comment 14 of our letter dated June 16, 2009 and your revisions in the first paragraph on page 76 stating that you are prohibited from disclosing
any information not already publicly disclosed regarding the Termination Agreement with Halycon Asset Management, LLC. Nonetheless, please disclose the material circumstances surrounding the termination, including the reasons for the termination, or
disclose that you have already disclosed all the material circumstances surrounding the termination and that further discussion of the circumstances regarding the termination of the Halycon agreement and related facts is not material.

 The Company has revised Amendment No. 2 (page 90) to include the requested disclosure.

6.
We note your response to comment 15 of our letter dated June 16, 2009. Please disclose the “inherent conflict of interest” to which you refer and discuss the
reasons that you increased the fees payable by Great American Group, LLC to B. Riley & Co. by an amount equal to the finder’s fee previously payable to John Ahn under his Finder’s Agreement.

 The Company has revised Amendment No. 2 (page 92) to include the requested disclosure.

7.
We note your response to comment 18 of our letter dated June 16, 2009. In the last sentence of the second paragraph on page 76, you state that none of the potential
acquisition targets you considered were comparable to Great American Group, LLC. Please disclose your reasons for this conclusion.

 The
Company has revised Amendment No. 2 (page 90) to include the requested disclosure.

 The Purchase Agreement, page 82

8.
We reissue comment 24 of our letter dated June 16, 2009, in part. In the fourth paragraph on page 82, you state that you do not believe that the confidential disclosure
schedules contain information that the securities laws require to be publicly disclosed other than that which you have already disclosed. Please revise this disclosure to specifically state, if accurate, that you have determined that the information
contained in the confidential disclosure schedules and not otherwise disclosed in your filing is not material to an investment decision. In this regard, please identify for us the specific locations where you have disclosed all the material
information contained in the confidential disclosure schedules that is necessary for an investment decision. Alternatively, please disclose the material information contained in the confidential schedules in your filing.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the parties have determined that none of the
information in the disclosure schedules to the Purchase Agreement is material to an investment decision. Amendment No. 2 (page 106) has been revised to include disclosure to this effect.

9.
We note your response to comment 26 of our letter dated June 16, 2009 and your revised disclosure in the fourth paragraph on page 82 and we reissue our comment. Again,
please revise your disclosure to remove any potential implication that your description of the Purchase Agreement or the Purchase Agreement itself does not constitute public disclosure under the federal securities laws. In this regard, please
address the following:

•

 Please revise your statement that the representations, warranties and covenants in the Purchase Agreement “should not be relied upon.”

•

 Please revise your statement that the assertions embodied in the Purchase Agreement’s representations, warranties and covenants were made “solely”
for purposes of the contract among the respective parties.

•

 Please revise your statement that, other than regarding the information that has already been disclosed, the representations, warranties and covenants
“should not be relied on” as accurate or complete characterizations of the actual state of facts as of any specified date, since they are modified by the underlying disclosure schedules.

 The Company has revised Amendment No. 2 (page 106) to eliminate the disclosure.

 Unaudited Pro Forma Condensed Combined Financial Data, page 104

10.
We believe the transaction is more appropriately considered a reverse acquisition in accordance with SFAS 141R. Please revise your disclosure accordingly.

 The Company acknowledges the Staff’s comment and advises the Staff that, as a result of Amendment No. 2 to the Purchase
Agreement entered into on July 8, 2009, the terms of the Acquisition have substantially changed. Based on the revised terms, the parties have assessed the voting interests at closing assuming no holders of AAMAC’s Public Shares exercise
conversion rights and also assuming holders of the maximum number of AAMAC’s Public Shares exercise conversion rights (i.e. 30% less one share). Upon consummation of the Acquisition, holders of AAMAC common stock (including AAMAC founders) are
estimated to have a voting interest of 83.23% assuming no conversion and a voting interest of 77.86% assuming maximum conversion (i.e. 30% less one share). See voting interest calculation in response to comment 14. Under both of these scenarios, the
parties have concluded that the Company should account for the Acquisition in accordance with SFAS 141R using the purchase method of accounting and the Company has included these pro forma financial statements in Amendment No. 2. Because the
accounting for the Acquisition is predicated on the voting interests held by each of the shareholder groups of the Company at the time of the Acquisition and other considerations of control (as defined in SFAS 141R), as discussed in the
parties’ conference call with the Staff on July 1, 2009, the Company has also presented in Amendment No. 2 alternative pro forma financial statements, which assume the reverse merger and recapitalization of Great American, as more fully
discussed in the response to Comment 14.

 The Company will complete a detailed analysis of the ownership structure and voting interests based on the facts
upon consummation of the Acquisition to determine the appropriate accounting for the transaction. The Company intends to consult with the Staff regarding the appropriate accounting for the Acquisition upon consummation of the transaction and prior
to filing of its first quarterly report on Form 10-Q following the consummation of the Acquisition.

11.
In light of the conference call with SEC staff on June 30, 2009 and your SFAS 141R analysis in response to comment 28 of our letter dated June 16, 2009, please provide
us with a robust analysis of the mostly likely voting ownership scenario at the closing of the transaction. Your response should also address the following:

•

 Board Compensation – We note Great American board members are not up for vote by the shareholders until the year 2011. Explain how a two year lock-up is
considered substantive for control purposes.

•

 Maximum conversion — Explain your basis in determining a maximum conversion scenario, where AAMAC stockholders holding 30% of the AAMAC public shares less
one share exercise their

conversion rights and that such shares are converted into their pro rata share of the funds in the trust account.

•

 Please tell us your consideration of the likelihood of warrantholders approving the Warrant Redemption and redeeming their shares for $0.50 a share versus
converting their warrants into shares of the company at closing with an exercise price of $7.50 a share when the stock is currently trading at approximately $9.80.

 As discussed below, the parties have concluded that based on the revised terms of the Acquisition, the Company should account for the Acquisition as an acquisition of Great American in accordance with SFAS 141R using
the purchase method of accounting.

 As discussed with the Staff on July 1, 2009, the parties have included two sets of pro forma financial statements
in Amendment No. 2. One set reflects a purchase transaction where Great American is acquired by AAMAC (see most likely voting interest at closing below), which the parties believe is the most likely scenario, the other reflects a reverse merger
recapitalization of Great American.

 The parties’ analysis of the Acquisition at the closing is expected to result in the existing AAMAC stockholders
(including the AAMAC founders) having voting interests between 77.86% (based on holders of the maximum number of shares exercising