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June 21, 2024
Richard Bunch
Chief Executive Officer
TWFG, Inc.
1201 Lake Woodlands Drive, Suite 4020
The Woodlands, Texas 77380
Re:TWFG, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted June 3, 2024
CIK No. 0002007596
Dear Richard Bunch:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
June 3, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Who we are, page 3
1.We note your response to prior comment 6. Please explain the extent to which individuals
purchasing plans enter into agreements with the insurance carriers. Additionally, please
clarify whether your statement that you retain 100% of the commission income received
from insurance carriers applies solely to your Corporate Branches.
Management's Discussion and Analysis, page 101
2.We note the revised disclosure on page 111, your response to comment 4, and discussion
of non-renewal of business in "catastrophe locations, and certain insurance carriers not
accepting new business in locations that have experienced catastrophes." Please revise to

 FirstName LastNameRichard Bunch
 Comapany NameTWFG, Inc.
 June 21, 2024 Page 2
 FirstName LastName
Richard Bunch
TWFG, Inc.
June 21, 2024
Page 2
further clarify trends relating to such non-renewals and carriers not accepting new
business in locations that have experienced catastrophes. In this regard, we note news
reports of insurance carriers ceasing to provide insurance in states identified on the map
on page 7.
3.It appears expenses attributed to Corporate Branches are significantly lower relative
to expenses for Agency-in-a-Box. We also note the conversion of 9 independent branches
to Corporate Branches. Please revise to further clarify the relative profitability of the
Agency-in-a-Box and Corporate Branches and expand your trends disclosure as
appropriate.
Item 15. Recent sales of unregistered securities, page II-3
4.We note your response to prior comment 1. Please revise your disclosure regarding the
January 1, 2024 issuance of common units to nine of your independent branches to name
the persons or identify the class of persons to whom the securities were sold. As to any
securities sold otherwise than for cash, state the aggregate amount of consideration
received by the registrant. Refer to Items 701(b) and 701(c) of Regulation S-K.
Item 16. Exhibits and financial statement schedules, page II-4
5.Please revise to include active links to exhibits that are filed with the registration
statement. Please see Item 601(a)(2) of Regulation S-K.
            Please contact John Spitz at 202-551-3484 or Marc Thomas at 202-551-3452 if you have
questions regarding comments on the financial statements and related matters. Please contact
Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Rob Shearer, Esq.