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Akin Gump Strauss Hauer & Feld LLP

1111 Louisiana Street

44th Floor

Houston, TX 77002

 T +1 713.220.5800

F +1 713.236.0822

akingump.com

W. Robert Shearer

+1 713.220.5812/fax:  +1 713.236.0822

rshearer@akingump.com

July 12, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Madeleine Joy Mateo

Re: TWFG, Inc.

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

 Filed July 9, 2024

 File No. 333-280439

Ladies and Gentlemen:

On behalf of TWFG, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), reference is made to the letter dated July 12, 2024 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Amendment No. 1 to Registration Statement on Form S-1, File No. 333-280439 ( “Amendment No. 1”).

For your convenience, we have set forth below the Staff’s comments as set forth in the Comment Letter, followed by the Company’s responses thereto. As previewed telephonically with the Staff, we have attached revised disclosure proposed to be included in Amendment No. 2 to the Registration Statement (“Amendment No. 2”) (in redline form, marked against Amendment No. 1, with deletions indicated by strike-outs and in red font and additions indicated by underlining and in blue font) as exhibits to this letter. Terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.  The Company has reviewed this letter and authorized us to make the representations to you on their behalf.

Amendment No. 2 to Registration Statement on Form S-1

Unaudited Pro Forma Financial Information, page 89

1.We note the presentation of columns for both transaction accounting adjustments and for offering adjustments. The information presented as “offering adjustments” would appear to be representative of “transaction accounting adjustments” pursuant to Article 11 of Regulation S-X. Please revise the disclosures to adequately reflect and label the pro forma adjustments within an individual column in accordance with Article 11 of Regulation S-X.

In response to the Staff’s comment, the Company proposes to revise the disclosure on pages 91, 92, 95, and 96 of Amendment No. 2 as set forth on Exhibit A attached hereto.

U.S. Securities and Exchange Commission

July 12, 2024

Page 2

Notes to Unaudited Pro Forma Consolidated and Combined Statements of Operations, page 93

2.Please tell us and revise the disclosures to address how the effective income tax rate of 3.5%, which is reflective of U.S. federal, state and local income taxes, was determined.

In response to the Staff’s comment, the Company proposes to add the tabular disclosure to footnote 4 on page 93 of Amendment No. 2 to explain how the effective income tax rate of 3.5% was determined as set forth on Exhibit B attached hereto.

Principal Stockholders, page 165

3.Please identify the natural persons who have voting or dispositive power with respect to GHC Woodlands Holdings, Inc.

In response to the Staff’s comment, the Company proposes to revise the disclosure on pages 166 and 167 of Amendment No. 2 as set forth on Exhibit C attached hereto.

* * * * *

If you have any questions or require additional information in the course of your review of the foregoing, please call me at (713) 220-5812 or, in my absence, John Goodgame at (713) 220-8144 or Shar Ahmed at (713) 220-8126.

Sincerely,

/s/ W. Robert Shearer

W. Robert Shearer

cc:

TWFG, Inc.

Richard F. (“Gordy”) Bunch III

Katherine C. Nolan

Janice E. Zwinggi

Julie E. Benes

Akin Gump Strauss Hauer & Feld LLP

John Goodgame

Shar Ahmed

Exhibit A

The pro forma adjustments related to the Transactions, are described in the notes to the unaudited pro forma consolidated and combined financial information, and principally include the reorganization transactions described under “Organizational structure.”

The pro forma adjustments related to this offering, which we refer to as the offering adjustments, are described in the notes to the unaudited pro forma consolidated and combined financial information, and principally include the following:

•the issuance of shares of our Class A common stock to the purchasers in this offering in exchange for net proceeds of approximately $154.3 million, assuming that the shares are offered at $15.00 per share (the midpoint of the price range listed on the cover page of this prospectus), after deducting underwriting discounts and commissions but before offering expenses;

•provision for U.S. federal and state income taxes of TWFG, Inc. as a taxable corporation at an effective rate of 3.5% for the three months ended March 31, 2024 and 4.3% for the year ended December 31, 2023 (the effective rate was calculated using the new U.S. federal income tax rate of 21%);

•the application by TWFG, Inc. of the proceeds of this offering to purchase 11,000,000 LLC Units from TWFG Holding Company, LLC and the application of such proceeds by TWFG Holding Company, LLC to pay fees and expenses of approximately $5.6 million in connection with this offering and the reorganization transactions and to repay in full outstanding debt under our Revolving Credit Agreement; and

•the grant of restricted stock units (“RSUs”) of Class A common stock under our 2024 Incentive Plan in connection with this offering.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

90

Unaudited Pro Forma

Consolidated and Combined Statement of Operations

(amounts in thousands, except share data)

Three Months Ended March 31, 2024

Column(s) have been hidden from this table

 Historical

TWFG Holding Company LLC(1)

  Offering adjustmentsTra nsaction Accounting Adjustments

  Pro forma TWFG, Inc.

Revenues

Commission income  $ 42,545    $ —     $ 42,545

Contingent income 1,076    —     1,076

Fee income  2,232    —     2,232

Other income 460    —     460

Total revenues

 46,313    —     46,313

Expenses

Commission expense 26,443    —     26,443

Salaries and employee benefits 6,254    983   (2)(3)

  7,237

Other administrative expenses 3,130    —     3,130

Depreciation and amortization 3,013    —     3,013

Total operating expenses

 38,840    983     39,823

Operating income

 7,473    (983)    6,490

Interest expense (842)   —     (842)

Other non-operating income (expense), net (2)   —     (2)

Income before tax 6,629    (983)    5,646

Income tax expense —    199   (4)

  199

Net income from continuing operations

 6,629    (1,182)    5,447

Net income attributable to non-controlling interests

 —    4,127   (5)

  4,127

Net income attributable to TWFG, Inc.

 $ 6,629    $ (5,309)    $ 1,320

Pro forma net income per share data: (6)

Pro forma weighted average shares of Class A common stock outstanding

Basic      13,161,873

Diluted      13,161,873

Net income available to Class A common stock per share

Basic      0.10

Diluted      0.10

See accompanying notes to unaudited pro forma financial information.

91

Unaudited Pro Forma

Consolidated and Combined Statement of Operations

(amounts in thousands, except share data)

Year ended December 31, 2023

Column(s) have been hidden from this table

 Historical TWFG Holding Company, LLC(1)

  Offering adjustmentsTra nsaction Accounting Adjustments

  Pro forma TWFG, Inc.

Revenues

Commission income $ 158,679    $ —     $ 158,679

Contingent income 4,085    —     4,085

Fee income 8,311    —     8,311

Other income 1,859    —     1,859

Total revenues

 172,934       172,934

Expenses

Commission expense 116,847    —     116,847

Salaries and employee benefits 13,970    4,667   (2)(3)

  18,637

Other administrative expenses 10,973    —     10,973

Depreciation and amortization 4,862    —     4,862

Total operating expenses

 146,652    4,667     151,319

Operating income

 26,282    (4,667)    21,615

Interest expense (1,003)   —     (1,003)

Other non-operating income (expense), net (17)   —     (17)

Income before tax 25,262    (4,667)    20,595

Income tax expense —    878   (4)

  878

Net income from continuing operations

 25,262    (5,545)    19,717

Net income attributable to non-controlling interests (a)

 —    14,941   (5)

  14,941

Net income attributable to TWFG, Inc.(a)

 $ 26,096    $ (21,129)  (b)

  $ 4,133

Pro forma net income per share data: (6)

Pro forma weighted average shares of Class A common stock outstanding

Basic      13,161,873

Diluted      13,161,873

Net income available to Class A common stock per share

Basic      $ 0.31

Diluted      $ 0.31

(a)Includes the impact of $0.834 million of net income from discontinued operation, net of tax.

(b)Excludes the impact of $0.643 million income from discontinued operation, net of tax.

See accompanying notes to unaudited pro forma financial information.

92

Notes to Unaudited Pro Forma Consolidated and Combined Statements of Operations

(1)TWFG, Inc. was incorporated as a Delaware corporation on January 8, 2024 and has no material assets or results of operations until the completion of this offering and therefore its historical statement of operations is not shown in a separate column in this unaudited pro forma consolidated and combined statement of operations. This column represents the historical consolidated financial statements of TWFG Holding Company, LLC, the predecessor for accounting purposes.

(2)This adjustment represents the increase in compensation expense we expect to incur following the completion of this offering. We expect to grant RSUs to certain employees and non-employee directors in connection with this offering. This amount was calculated assuming a grant date fair value based on the midpoint of the estimated offering price set forth on the cover of this prospectus.

(3)This adjustment represents the increase in compensation expense we expect to incur following the completion of this offering. As discussed below, we will make grants of RSUs under the 2024 Incentive Plan to certain of our named executive officers. See “Executive compensation—Actions Taken Following Fiscal Year-End—2024 IPO Equity Grants.”

(4)TWFG Holding Company, LLC has been, and will continue to be, treated as a partnership for U.S. federal and state income tax purposes. As such, income generated by TWFG Holding Company, LLC will flow through to its partners, including us, and is generally not subject to tax at the TWFG Holding Company, LLC level. Following the Transactions, we will be subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of TWFG Holding Company, LLC. As a result, the unaudited pro forma consolidated and combined statement of operations reflects adjustments to our income tax expense to reflect an effective income tax rate of 3.5%, which was calculated assuming the U.S. federal rates currently in effect and the highest statutory rates apportioned to each applicable state and local jurisdiction. A reconciliation of the differences between effective income tax rate and the U.S. federal statutory tax rate are as follows:

Income at U.S. statutory rate

 21.0  %

State taxes, net of federal benefit  1.1

Nontaxable partnership income

 (18.5)

Other  (0.1)

Effective income tax rate

 3.5  %

(5)Upon completion of the Transactions, TWFG, Inc. will become the sole managing member of TWFG Holding Company, LLC. Although we will have a minority economic interest in TWFG Holding Company, LLC, we will have the sole voting interest in, and control the management of, TWFG Holding Company, LLC. As a result, we will consolidate the financial results of TWFG Holding Company, LLC and will report a non-controlling interest related to the LLC Units held by the Pre-IPO LLC Members on our consolidated statements of operations. Following this offering, assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock, TWFG, Inc. will own 24.2% of the economic interest of TWFG Holding Company, LLC and the Pre-IPO LLC Members will own the remaining 75.8% of the economic interest of TWFG Holding Company, LLC. Net income attributable to non-controlling interests will represent 75.8% of the income before income taxes of TWFG, Inc. If the underwriters exercise their option to purchase additional shares of our Class A common stock in full, TWFG, Inc. will own 26.5% of the economic interest of TWFG Holding Company, LLC and the Pre-IPO LLC Members will own the remaining 73.5% of the economic interest of TWFG Holding Company, LLC and net income attributable to non-controlling interests would represent 73.5% of the income before income taxes of TWFG Holding Company, LLC. Shares of non-economic Class B common stock and non-economic Class C common stock are not participating securities and therefore are not included in the per share calculations.

(6)The weighted average number of shares underlying the basic earnings per share calculation reflects 13,161,873 shares of Class A common stock outstanding. Shares of Class A common stock outstanding after the offering

93

are included within the weighted average number of shares as they are the only outstanding securities which participate in distributions or dividends by the Company. All of the proceeds from the sale of Class A common stock will be used to purchase LLC Units, and we will cause TWFG Holding Company, LLC to use the proceeds it receives from the sale of LLC Units to TWFG, Inc. to pay fees and expenses in connection with this offering and the reorganization transactions, to repay in full outstanding debt under our Revolving Credit Agreement and for potential strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies and for general corporate purposes. Pro forma diluted income per share is computed by adjusting pro forma net income attributable to the Company and the weighted average shares of Class A common stock outstanding to give effect to potentially dilutive securities that qualify as participating securities using the treasury stock method, as applicable. Shares of non-economic Class B common stock and non-economic Class C common stock are not participating securities and therefore are not included in the calculation of pro forma basic income per share.

94

Unaudited Pro Forma

Consolidated and Combined Statement of Financial Position

(amounts in thousands)

As of March 31, 2024

Column(s) have been hidden from this table

 Historical TWFG Holding Company, LLC(1)

  Offering adjustmentsTrans action Accounting Adjustments

  Pro forma TWFG, Inc.

Assets

Current assets

Cash and cash equivalents $ 22,555    $ 110,368   (2)

  $ 132,923

Restricted cash 8,863    —     8,863

Commissions receivable, net 19,735    —     19,735

Accounts receivable 6,075    —     6,075

Deferred offering costs 2,733    (2,733)    —

Other current assets, net 1,292    —     1,292

Total current assets 61,253    107,635     168,888

Non-current assets

Intangible assets - net 80,420    —     80,420

Property and equipment - net 539    —     539

Lease right-of-use assets - net 2,977    —     2,977

Other non-current assets 853    —     853

Total assets

 $ 146,042    $ 107,635     $ 25