United States securities and exchange commission logo
November 7, 2023
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re: Beneficient
Registration
Statement on Form S-1
Filed October 26,
2023
File No. 333-275174
Dear Brad K. Heppner:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 26, 2023
General
1. Please disclose where
appropriate any ownership of GRID Holding Co or GRID at Mesa
by any of your
significant shareholders, board members or affiliates, including Mr.
Heppner or Mr. Hicks.
Prospectus Summary
Credit Agreement, page 7
2. Please tell us, and
revise your disclosure as appropriate, whether the 97.5% of the equity
interests held by The
EP-00117 Custody Trust represents a significant percentage of the
entire Customer ExAlt
Trust.
Brad K. Heppner
FirstName
BeneficientLastNameBrad K. Heppner
Comapany 7,
November NameBeneficient
2023
November
Page 2 7, 2023 Page 2
FirstName LastName
Preliminary Financial Information for the Three and Six Months, page 9
3. Please revise your disclosure about expected goodwill impairment to
distinguish between
the disclosed impact of the write down in the net asset value of the
interests in the GWG
Wind Down Trust held by you and any other impairments (e.g., your
disclosure in Note
16 to the interim financial statements for the three months ended June
30, 2023 that the
Ex-ALTS trust is exposed to interest rate risk).
Risk Factors
We may not be able to maintain our listing on Nasdaq, page 72
4. We note that your common stock has been trading at less that $1.00
since October 17,
2023. Please revise your risk factor to explain how this and your
actual number of non-
affiliated shareholders affects potential delisting from Nasdaq.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 151
5. On page 152 you state that "[you] expect to satisfy [y]our obligations
and fund [y]our
operations for the next twelve months through anticipated operating
cash flows, proceeds
on ExAlt Loan payments..." Please revise your disclosure to clarify
whether the Credit and
Guarantee Agreement with HH-BDH impacts your ability to meet your
expected funding
needs.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Robert Arzonetti at 202-551-8819 or Christian Windsor at
202-551-3419
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Matthew L. Fry, Esq.