United States securities and exchange commission logo





                             September 14, 2023

       Brad K. Heppner
       Chief Executive Officer
       Beneficient
       325 North St. Paul Street, Suite 4850
       Dallas, TX 75201

                                                        Re: Beneficient
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed August 31,
2023
                                                            File No. 333-273322

       Dear Brad K. Heppner:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 10, 2023 letter.

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

       Risk Factors
       We engage in related party transactions, which may result in conflicts
of interest, page 54

   1.                                                   We note your response
to our prior comment 10 and reissue. Please add a separately
                                                        captioned risk factor
to specifically address any payments or other interests held by your
                                                        CEO, Brad Heppner,
directly or as a beneficial owner/beneficiary, whether held through
                                                        trusts, or other
holdings. The disclosure should address both material holdings and
                                                        aggregate holdings
that:
                                                            have an ownership
interest in Beneficient; or
                                                            have provided
credit or funds that have a priority interest in Beneficient or its
                                                             component parts,
or in the event of bankruptcy, compared to the common
 Brad K. Heppner
Beneficient
September 14, 2023
Page 2
          shareholders.
      Please further discuss the conflict of interest that could arise from a
conflict between Mr.
      Heppner   s financial interests and those of Beneficient   s
shareholders.
Substantial future sales of shares of Class A common stock could cause, page 56

2.    We note your response to our prior comment 13 and reissue in part. Please
disclose the
      maximum number of your Class A common shares that can be issued under the
equity line
      agreement and describe the dilutive effect of the formula or pricing
mechanics on your
      share price as the result of the equity line purchase agreement.
Payments to our Chief Executive Officer, page 213

3.    We note your response to our prior comment 5 and reissue in part. We
further note the
      table beginning on page 214. For each item in the table, please include
in a separate
      column the total dollar amount paid to or for the benefit of Mr. Heppner
or his affiliates.
      Consider adding a similar table to the related party transactions section
or reorganizing
      that section to group Mr. Heppner's related party transactions in a
similar way.
       Please contact Robert Arzonetti at (202) 551-8819 or Tonya Aldave at
(202) 551-3601
with any questions.



                                                             Sincerely,
FirstName LastNameBrad K. Heppner
                                                             Division of
Corporation Finance
Comapany NameBeneficient
                                                             Office of Finance
September 14, 2023 Page 2
cc:       Matthew L. Fry, Esq.
FirstName LastName