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                              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.