SecProbe.io

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 TWFG, Inc.

 10055 Grogans Mill Road, Suite 500

 The Woodlands, Texas 77380

 August 6, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 TWFG, Inc.

 Registration Statement on Form S-3
 Filed August 6, 2025
 File No. 333-289297

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, TWFG, Inc. (the " Company ") hereby requests acceleration of the effective date of the
above-referenced Registration Statement to 5:00 p.m., Eastern Time, on August 8, 2025, or as soon thereafter as practicable, or to such
other time as the Company or its outside counsel, Akin Gump Strauss Hauer & Feld LLP, request by telephone that such Registration
Statement be declared effective.

 Please contact Bryan D. Flannery of Akin Gump
Strauss Hauer & Feld LLP at (713) 250-3579, as soon as the Registration Statement has been declared effective, or if you have any
other questions or concerns regarding this matter.

 Sincerely,

 TWFG, INC.

 /s/ Richard F. Bunch III

 Richard F. Bunch III

 Chief Executive Officer

 cc:

 Bryan D. Flannery, Akin Gump Strauss Hauer &
 Feld LLP
 W. Robert Shearer, Akin Gump Strauss Hauer &
 Feld LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 4, 2025

Richard F. Bunch III
Chief Executive Officer
TWFG, Inc.
10055 Grogans Mill Rd.
Suite 500
The Woodlands, TX 77380

 Re: TWFG, Inc.
 Draft Registration Statement on Form S-3
 Submitted July 25, 2025
 CIK No. 0002007596
Dear Richard F. Bunch III:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Bryan D. Flannery, Esq.
</TEXT>
</DOCUMENT>

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J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

July 15, 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.

 Registration Statement on Form S-1

 Registration File No. 333-280439

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join in the request of TWFG, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended, so that it will be declared effective at 4:00 PM Eastern Daylight Time, on July 17, 2024 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Akin Gump Strauss Hauer & Feld LLP, may orally request via telephone call that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We, the undersigned, as the Representatives, each confirm on behalf of ourselves and the other participating underwriters that we have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.

Very truly yours,

J.P. Morgan Securities LLC

MORGAN STANLEY & CO. LLC

 J.P. MORGAN SECURITIES LLC

By:

 /s/ Apoorva Ramesh

 Name:

 Apoorva Ramesh

 Title:

 Vice President

 MORGAN STANLEY & CO. LLC

By:

 /s/ Jyri Wilska

 Name:

 Jyri Wilska

 Title:

 Managing Director

[Signature Page to Acceleration Request – Underwriters]

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U.S. Securities and Exchange Commission

July 15, 2024

Page 1

July 15, 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”).

Separately today, the Company has filed with the Commission Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”) through EDGAR in response to the Staff’s comments.

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 (including page references to Amendment No. 2, when applicable). Terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.  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 has revised the disclosure on pages 91, 92, 95, and 96 of Amendment No. 2.

U.S. Securities and Exchange Commission

July 15, 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 has added 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.

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 has revised the disclosure on pages 166 and 167 of Amendment No. 2.

* * * * *

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

Akin Gump Strauss Hauer & Feld LLP

John Goodgame

Shar Ahmed

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TWFG, Inc.

1201 Lake Woodlands Drive

Suite #4020

The Woodlands, TX 77380

July 15, 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

Attn: Madeleine Joy Mateo

Re: TWFG, Inc.

 Registration Statement on Form S-1

 File No. 333-280439

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Daylight Time on July 17, 2024 or as soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

Please do not hesitate to contact W. Robert Shearer of Akin Gump Strauss Hauer & Feld LLP at (713) 220-5812 or Shar Ahmed at (713) 220-8126 with any questions or comments with respect to this letter and please contact either one of them by telephone call when this request for acceleration has been granted.

[Signature Page Follows]

United States Securities and Exchange Commission

July 15, 2024

Page 2

TWFG, Inc.

/s/ Richard F. Bunch III

Richard F. Bunch III

President and Chief Executive Officer

cc: W. Robert Shearer, Akin Gump Strauss Hauer & Feld LLP

 Shar Ahmed, Akin Gump Strauss Hauer & Feld LLP

July 12, 2024
Richard Bunch
Chief Executive Officer
TWFG, Inc.
1201 Lake Woodlands Drive, Suite 4020
The Woodlands, Texas 77380
Re:TWFG, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 9, 2024
File No. 333-280439
Dear Richard Bunch:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our July 3, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed July 9, 2024
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.
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.

July 12, 2024
Page 2
Principal Stockholders, page 165
3.Please identify the natural persons who have voting or dispositive power with respect to
GHC Woodlands Holdings, Inc.
            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.

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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

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Akin Gump Strauss Hauer & Feld LLP

1111 Louisiana Street T +1 713.220.5800

44th Floor  F +1 713.236.0822

Houston, TX 77002 akingump.com

W. Robert Shearer

+1 713.220.5812/fax:  +1 713.236.0822

rshearer@akingump.com

July 9, 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.

 Registration Statement on Form S-1

 Submitted June 24, 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 3, 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 Registration Statement on Form S-1, File No. 333-280439 (the “Registration Statement”).

Separately today, the Company has publicly filed with the Commission Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”) through EDGAR in response to the Staff’s comments.

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 (including page references to the Registration Statement, when applicable).  Terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.  The Company has reviewed this letter and authorized us to make the representations to you on their behalf.

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

Management’s Discussion and Analysis, page 101

1.    We note your response to prior comment 3. With a view towards disclosure, please advise us of the approximate margins of Agency-in-a-Box compared to Corporate Branches. To the extent that relative profitability is a significant factor in making acquisitions or an underlying driver of any known trends or uncertainties, please revise to provide explanatory disclosure. See Item 303(b)(2)(ii) of Regulation S-K.

In response to the Staff’s comment, the Company respectfully advises the Staff that the margins for its Agency-in-a-Box Branches are generally lower than its Corporate Branches since the Company

typically remits 80% of the commission revenue to the Agency-in-a-Box Branches while it retains 100% of the commission revenue from its Corporate Branches. The Company believes that the margins for its Corporate Branches are comparable to those of its publicly traded peers. In addition, the Company respectfully advises the Staff that the relative profitability of these two offerings is not a significant factor with respect to the making of acquisitions or an underlying driver of any known trends or uncertainties given that a significantly larger percentage of its revenues are generated by Agency-in-a-Box Branches relative to Corporate Branches and that the Company’s primary focus on a go forward basis will continue to be growing its Agency-in-a-Box Offering.

2.    We note your response to prior comment 2. Where you identify multiple factors partially offsetting the increase in your TWFG MGA offering on page 111, please quantify the change attributed to each factor. Please refer to Item 303 of Regulation S-K.

In response to the Staff’s comment, the Company has revised the disclosure on page [111]. In addition, the Company respectfully advises the Staff that, while it is unable to quantify the change attributable to certain carriers not accepting new business in locations that have experienced catastrophes, the Company has provided tabular disclosure on page [114] that quantifies the year over year change in new business for the TWFG MGA offering.

* * * * *

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

July 3, 2024
Richard Bunch
Chief Executive Officer
TWFG, Inc.
1201 Lake Woodlands Drive, Suite 4020
The Woodlands, Texas 77380
Re:TWFG, Inc.
Registration Statement on Form S-1
Filed June 24, 2024
File No. 333-280439
Dear Richard Bunch:
            We have reviewed 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 June 24, 2024
Management's Discussion and Analysis, page 101
1.We note your response to prior comment 3. With a view towards disclosure, please advise
us of the approximate margins of Agency-in-a-Box compared to Corporate Branches. To
the extent that relative profitability is a significant factor in making acquisitions or
an underlying driver of any known trends or uncertainties, please revise to provide
explanatory disclosure. See Item 303(b)(2)(ii) of Regulation S-K.
2.We note your response to prior comment 2. Where you identify multiple factors partially
offsetting the increase in your TWFG MGA offering on page 111, please quantify the
change attributed to each factor. Please refer to Item 303 of Regulation S-K.
            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.

July 3, 2024
Page 2
            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 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.

CORRESP
1
filename1.htm

Document

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

June 24, 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. 2 to Draft Registration Statement on Form S-1
Submitted June 3, 2024
CIK No. 0002007596

Ladies and Gentlemen:

On behalf of TWFG, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), reference is made to the letter dated June 21, 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. 2 to Draft Registration Statement on Form S-1, CIK No. 0002007596 (the “Draft Registration Statement”).

Separately today, the Company has publicly filed with the Commission a Registration Statement on Form S-1 (the “Registration Statement”) through EDGAR in response to the Staff’s comments.

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 (including page references to the Registration Statement, when applicable).  Terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.  The Company has reviewed this letter and authorized us to make the representations to you on their behalf.

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.

U.S. Securities and Exchange Commission

June 24, 2024

Page 2

In response to the first part of the Staff’s comment, the Company has revised the disclosure on pages 3 and 128 of the Registration Statement.  In addition, the Company respectfully advises the Staff that the Company’s Clients do not purchase plans. Rather, they purchase policies underwritten by insurance companies.

In response to the second part of the Staff’s comment, the Company has revised the disclosure on pages 3 and 128 to clarify that the statement related to the Company retaining 100% of the commission income received from insurance carries applies solely to 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 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 111 to further clarify trends relating to such non-renewals and carriers not accepting new business in locations that have experienced catastrophes.  In addition, the Company respectfully advises the Staff that there are now new business initiatives in every state in which the Company operates. For example, in California, the two largest carriers with which the Company works in this state are now selling insurance policies again and one broker has launched a new homeowner’s program.  As another example, Florida is a smaller market for the Company and the Company has not been impacted by non-renewals and carriers not accepting new business in this state. Additionally, the Company respectfully directs the Staff to the disclosure in the fourth sentence of the following risk factor on page 40 for a description of future risks related to non-renewal of business in catastrophe locations: “The occurrence of natural or man-made disasters could result in declines in business and increases in claims that could adversely affect our financial condition, results of operations and cash flows.”

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.

In response to the Staff’s comment, the Company has revised the disclosure on pages 109 and 110 to further clarify the relative profitability of the Agency-in-a-Box and Corporate Branches and expand the trends disclosure.

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.

In response to the first part of the Staff’s comment, the Company has revised the disclosure on page II-4 to identify the class of persons to whom the securities were sold. In response to the

U.S. Securities and Exchange Commission

June 24, 2024

Page 3

second part of the Staff’s comment, the Company has revised the disclosure on pages II-3 and II-4 to state the aggregate amount of consideration received by the registrant as to any securities sold otherwise than for cash.

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.

The Company has updated the exhibits table to include an active hyperlink for each exhibit filed with the Registration Statement.

* * * * *

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

United States securities and exchange commission logo
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.

United States securities and exchange commission logo
May 8, 2024
Richard Bunch
Chief Executive Officer
TWFG, Inc.
1201 Lake Woodlands Drive, Suite 4020
The Woodlands, Texas 77380
Re:TWFG, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 12, 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
February 17, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
General
1.We note the revised disclosure on page 4 and elsewhere regarding branches' rights to be
acquired if you pursue an initial public offering. You also state that branches were offered
equity. Please advise us (1) why Item 15 does not appear to address any such completed
equity offerings and (2) the extent to which such offers are continuing or will be made in
connection with the registration statement.
Prospectus Summary, page 1
2.We note your response to prior comments 2 and 32 and the statement that your offerings
are more fulsome and flexible than those of your competitors. Please discuss what makes

 FirstName LastNameRichard Bunch
 Comapany NameTWFG, Inc.
 May 8, 2024 Page 2
 FirstName LastName
Richard Bunch
TWFG, Inc.
May 8, 2024
Page 2
your offerings more fulsome and flexible than those of your competitors. For instance,
discuss whether your competition among other independent distribution platforms
generally offers the services you list in this section and how your offerings differ from
your competitors. Please also succinctly explain, in a way that is understandable to the
average investor, how your independent distribution platform differs from a traditional
distribution model. Please also make clear, if true, that you do not underwrite risk in
exchange for premiums.
3.We note your response to comment 4. Please advise us whether "branding" is restricted
to agencies that are presented as TWFG agencies on your website. Are corporate agencies
the only ones on your website, or do they also include "Agency-in-a-Box" or other
agencies?
Our geographic presence, page 7
4.We note your response to prior comment 7 and your disclosure that you mitigate your
concentration risk by demonstrating you can rapidly expand across the United States or
enter markets "quickly and profitably." Please provide quantitative and qualitative
disclosure further clarifying how you profitably and quickly expanded into new states.
Attracting new agents to our platform, page 10
5.We note your response to prior comment 9. Please revise to explain what you mean by
"depending on the manner the Books of Business are transitioned." Please disclose how
you decide where the purchased accounts are placed.
6.Additionally, we note your revised disclosure on pages 3 and 103 and response to
comment 25. Please revise the Summary and page 103 to clarify how commission
expenses are determined compared to the commission fees, which you indicate are
generally determined by insurance carriers. Explain the role played by commission
income remitted to branches in your profitability. In this regard, we note that although
92% of your revenues come from carriers, you highlight your work with independent
agents and your "Clients." Please revise to explain your use of the term "brokerage
revenues" and clarify the extent to which your various relationships with independent
agents are affected by the agreements with carriers. Explain the extent to
which individuals purchasing plans enter into agreements with the insurance carriers.
Because our business is highly concentrated, page 44
7.We note your disclosure on page 110 that in California, certain carriers did not renew their
property portfolios and/or closed their portfolios to new business, which required policies
to be written or re-written through the California Fair Plan, which pays a lower
commission than traditional carriers. If material, please revise your risk factor disclosure
here to discuss the risks having a business concentration in California may present.

 FirstName LastNameRichard Bunch
 Comapany NameTWFG, Inc.
 May 8, 2024 Page 3
 FirstName LastName
Richard Bunch
TWFG, Inc.
May 8, 2024
Page 3
In certain circumstances, TWFG Holding Company, LLC will be required to make distributions ,
page 64
8.We note your response to comment 43. Please revise here or where appropriate in Risk
Factors to quantify the potential payments referenced in the first full paragraph on page
115.
Consolidated results of operations, page 105
9.We note your response to prior comment 22 and revised disclosures. In your period-to-
period analysis disclosures, please clarify the expected markets and their actual and
reasonably likely material impacts on your financial condition and results of operations.
Commission Income, page 106
10.We note your commission income increased in 2023 due to higher premium rates
combined with a growing Book of Business in your Insurance Services offering and
higher premium rates, partially offset by declines in policy counts and commission rates,
in your TWFG MGA offering. Given the importance of retention/renewal rates of existing
policies for future growth, please revise your filing to provide appropriate metrics, by type
of policy, that quantifies renewal and retention rates and/or the number of policies
retained or renewed in the year following initial issuance. In addition, please provide an
accompanying narrative discussion of related trends and drivers of such trends for each
period presented.
Certain Relationships and Related Party Transactions, page 152
11.We note your response to prior comment 33. Please revise to address the following:
•Please disclose the basis on which RenRe and GHC are related persons.
•We note that the amount of the monthly management fees to TWICO and EVO under
their respective management agreements are based on one of three methods that you
describe. Please disclose how the company decides which method to charge.
•We note that EVO charges an annual fee paid on a monthly basis. Please disclose
how the annual fee is determined.
            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

 FirstName LastNameRichard Bunch
 Comapany NameTWFG, Inc.
 May 8, 2024 Page 4
 FirstName LastName
Richard Bunch
TWFG, Inc.
May 8, 2024
Page 4
cc:       Rob Shearer, Esq.

United States securities and exchange commission logo
February 17, 2024
Richard Bunch
Chief Executive Officer
TWFG, Inc.
1201 Lake Woodlands Drive, Suite 4020
The Woodlands, Texas 77380
Re:TWFG, Inc.
Draft Registration Statement submitted January 19, 2024
CIK No. 0002007596
Dear Richard Bunch:
            We have reviewed your 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.
Draft Registration Statement submitted January 19, 2024
Cover Page
1.We note the second and seventh measures on page iii include a statement explaining how
or why the measure is used. However, the third, fourth, fifth and sixth measures simply
state that the measures are appropriate because they "do not relate to underlying business
performance." Please revise to further differentiate among these measures and explain
how what is eliminated from each one does not relate to underlying business
performance.
Prospectus Summary, page 1
2.Please revise to clarify the nature of your particular business and revenue streams as
compared to other key participants, customers and end-customers in the broader insurance
market. For example, we note the reference to Total Written Premium on page 1. Please
make clear, if true, that you do not underwrite risk in exchange for premiums. Identify
your principal customers responsible for material revenues. For example, explain and

 FirstName LastNameRichard Bunch
 Comapany NameTWFG, Inc.
 February 17, 2024 Page 2
 FirstName LastNameRichard Bunch
TWFG, Inc.
February 17, 2024
Page 2
quantify the extent to which individuals seeking insurance pay you commissions as part of
their premiums paid to insurance carriers. It is unclear if insurance carriers and/or
individual agents or small businesses of insurance agents or brokers pay fees or
commissions to you that constitute a material portion of your revenues. Where you refer to
clients, please explain whether these are individuals paying premiums and/or commissions
to you or others, and clarify the extent to which clients used as a capitalized defined term
are different from clients used elsewhere, such as "our client base" and "client
satisfaction" on page 2. Please also avoid or clarify jargon and legalistic terms, for
example TWFG "partners" and "carrier partners" if these do not describe legal
partnerships.
3.Additionally, we note that throughout the prospectus you refer to your insurance agents.
Please clarify, if true, that none of the insurance agents operating in your branches are
employees of your company or your subsidiaries. Otherwise, please revise to quantify the
number of insurance agents you employ.
4.We note the statements (1) on page iv that TWFG MGA Agencies do not include TWFG
branding and (2) on page 41 that you collect premiums in "certain cases." We also note
that your website allows persons to find what appear to be small, TWFG agencies by
searching with a zip code. With a view to clarifying disclosure, advise us whether
"branding" is restricted to agencies that are presented as TWFG agencies on your website.
Are corporate agencies the only ones on your website, or do they also include "Agency-in-
a-Box" or other agencies? Do you collect premiums only through corporate agencies or
from other agency clients? In your revised disclosure, clarify if "platform" refers
exclusively to your website or to other channels or arrangements with your contractual
parties or end consumers.
5.We note the extensive definitions appearing between the Cover Page and the Summary.
Please move pages ii-iv to after the Summary. Additionally, where you first use MGA,
please describe your typical MGA independent agency and provide an explanation in
plain language understandable to the average investor how MGA is differentiated from
Agency-in-a-Box, corporate agencies and agencies that include TWFG branding.
6.We note your statement on pages 3 and 109 that you believe you are one of the largest
independent insurance agencies focused primarily on personal lines. Please disclose your
basis for this statement. Additionally, please clarify if you mean you are one of the largest
independent insurance agencies in a specific state, in all states where you operate, or
otherwise as applicable.
7.We note your disclosure regarding geographic diversity here and elsewhere in your
prospectus. We also note your risk factor on page 38 disclosing that a significant portion
of your business is concentrated in Texas, California, and Louisiana. Where you highlight
your geographic diversity, please balance your statement by disclosing your business
concentration in certain states, identifying such states. Additionally, where appropriate,
please discuss the ways in which this risk is managed.

 FirstName LastNameRichard Bunch
 Comapany NameTWFG, Inc.
 February 17, 2024 Page 3
 FirstName LastNameRichard Bunch
TWFG, Inc.
February 17, 2024
Page 3
8.Please revise the text accompanying the map on page 5, the last risk factor on page 38 and
where appropriate to provide quantitative disclosure of the approximate percentages of
your business concentrated in Texas, California and Louisiana and any other states with
concentration.
9.Please revise page eight to explain what you mean by "insurance carriers delegate the
authority to bind a policy to us within negotiated limits and criteria." We also note the
reference on page eight to TWFG Agencies selling their Books of Business to you. Please
revise to clarify where purchased accounts are placed, for example with Corporate
Branches or elsewhere.
Our Business, page 3
10.We note disclosure that you operate through two primary offerings, identified as Insurance
Services and TWFG’s managing general agency (“TWFG MGA”). Please revise your
filing to separately disclose the revenues earned from the “Agency-in-a-Box” branches
and your Corporate Branches as well as the MGA offerings for each period presented.
11.We note your disclosure addressing how commissions and related expenses are handled
with “Agency-in-a-Box” branches; however, please revise your filing to also provide a
similar discussion which addresses the Corporate Branches and TWFG MGA. Also,
disclose the percentage of commission revenues recognized from each source during the
periods presented.
12.We note disclosure on page four that in January 2024 you acquired nine Branches and
converted them into Corporate Branches. Please revise to address when the prior five
Branches were acquired.  Additionally, please revise your filing to discuss your Corporate
Branch growth strategy, how you determine whether to purchase a Branch and convert it
into a Corporate Branch, disclose the costs incurred to acquire the Corporate Branches and
quantify the actual and expected financial statement impact of these acquisitions and
subsequent conversion on your operations and financial position of the company including
liquidity requirements.
Summary of Risk Factors, page 13
13.It appears your Summary of Risk Factors should address the condition that your total
consolidated debt is collateralized by substantially all of your assets including rights to
future commissions and that, as discussed in the last risk on page 44, the specified changes
in ownership could result in a change of control default under your Credit Agreements.
Please revise or advise us why you believe this disclosure is not material.
Summary of Historical and Pro Forma Financial and Other Data
Key Performance Indicators, page 27
14.Please revise to also disclose the total written premiums for both personal and commercial
insurance during the periods presented.

 FirstName LastNameRichard Bunch
 Comapany NameTWFG, Inc.
 February 17, 2024 Page 4
 FirstName LastNameRichard Bunch
TWFG, Inc.
February 17, 2024
Page 4
Organic Revenue and Organic Revenue Growth, page 28
15.Please revise to specifically disclose each of the individual components considered in the
determination of “organic revenue” for the year ended December 31, 2021, which was
utilized in determining the “organic revenue growth” recognized for the year ended
December 31, 2022.
An overall decline in economic activity could have a material adverse effect on the financial
condition and results of operations, page 30
16.Please discuss here and where appropriate whether your business and results of operations
have been materially affected by the factors listed in this risk factor, such as the recent
resurgence of inflation and expected interest rate increases. For example, you state that
rising inflation and interest rates could shift demand for services, which could negatively
affect the amount of business you are able to obtain. Please clarify the extent to which the
recent significant increase in inflation and interest rates materially affected your results of
operations or margins.
We derive a significant portion of our insurance carrier capacity from a limited number of
insurance carriers., page 32
17.We note your disclosure that four insurance carriers accounted for 38.8% of your Total
Written Premium for the year ended December 31, 2022. Please tell us if any single
insurance carrier accounted for a substantial portion of your revenues. If so, please
disclose who these insurance carriers are or provide us with the analysis of why you
believe this information is not material to investors. As information for the year ended
December 31, 2023 is available, please make conforming disclosures.
We have debt outstanding that could adversely affect our financial flexibility and the ability to
borrow, page 44
18.Please revise to identify and quantify the key ratios and covenants you are subject to under
debt agreements, including the two coverage ratios identified on page 100. Additionally,
please disclose the current status of your debt under the Revolving Credit Agreement and
Credit Agreements.
We rely on the efficient, uninterrupted, and secure operation of complex information technology
systems and networks, page 54
19.We note that you first became aware that you might have experienced a cyberattack, and
subsequently confirmed through an investigation that you did experience a cyberattack, in
August 2023. Please revise where appropriate to disclose the nature of your board of
director's role in overseeing your cybersecurity risk management, the manner in which the
board administers this oversight function and any effect this has on the board’s leadership
structure.

 FirstName LastNameRichard Bunch
 Comapany NameTWFG, Inc.
 February 17, 2024 Page 5
 FirstName LastNameRichard Bunch
TWFG, Inc.
February 17, 2024
Page 5
Risks relating to ownership of our Class A common stock and this offering, page 63
20.Please revise to quantify the "significant percentage" of common stock Bunch Holdings
can hold while still being able to significantly influence your business. Clarify the
circumstances when transfers of Class C common stock retain and lose the high-vote
provision.
Use of Proceeds, page 78
21.We note that you intend to use the net proceeds for, among other uses, potential strategic
acquisitions of, or investments in, other business or technologies. Please disclose the
identity of such business, if known, or, if not known, the nature of the business to be
sought, the status of any negotiations with respect to the acquisition, and a brief
description of such business.
Management's Discussion and Analysis, page 92
22.We note blanks throughout this section and the explanatory note preceding the Cover Page
about omitted information. We may have comments regarding information to be provided.
In this regard, we note you identify some macroeconomic trends on page 94 and
identify "soft" and "hard" markets on page 32 when discussing how you may be impacted
by cyclicality in the insurance market. Your revised overview disclosure on page 94 and
the period-to-period analysis disclosures beginning on page 96 should clarify the
historical, current and expected markets and their actual and reasonably likely material
impacts on your financial condition and results of operations.
Overview, page 92
23.We note disclosure on page 94 of your two asset acquisitions and five asset acquisitions
completed in 2022 and 2023, respectively. We also note that through these asset
acquisitions, you have acquired agencies, books of business, MGAs insurance networks
and renewal rights across a range of specialties and geographies. Please revise to disclose
how you accounted for each of these acquisitions clearly addressing how each of the
individual components of the asset acquisitions were valued, and the impact these
acquisitions have had on your operating results and financial position for each of the
periods presented.
24.Please revise to provide a discussion which identifies the number of “Agency-in-a-Box”
branches, Corporate Branches, and MGA Agencies for each period presented along with a
discussion of how the year-over-year changes have impacted your operating results and
financial position of the Company.
Commission Income, page 95
25.Please revise here or elsewhere as appropriate to describe the commission structure you
typically maintain with insurance carriers.

 FirstName LastNameRichard Bunch
 Comapany NameTWFG, Inc.
 February 17, 2024 Page 6
 FirstName LastNameRichard Bunch
TWFG, Inc.
February 17, 2024
Page 6
Consolidated Results of Operations, page 96
26.Please revise to disclose and discuss the commission income recognized from “Agency-
in-a Box” branches, Corporate Branches and TWFG MGA during each the periods
presented.
27.Please revise to disclose and discuss each of the different types of fee income, specialty
policy fees, branch fees, license fees and third-party administrator fees recognized in each
of the periods presented.
28.Please revise to separately disclose and discuss the commission fees paid to “Agency-in-a-
Box” branches, Corporate Branches and MGA Agencies during the periods presented.
Key Performance Indicators, page 97
29.We note you identify total written premium as your only key performance indicator and
believe it is a useful metric because it is the underlying driver of the majority of your
revenue. Please revise the relevant sections of your filing to disaggregate total written
premiums (for both personal and commercial insurance) by those obtained from your
“Agency-in-a-Box,” Corporate Branches, and from TWFG MGA along with the reason(s)
for the period-over-period changes to total written premium for each period presented.
Business, page 107
30.We note the statement on pages three and 107 that you believe you are one of the largest
independent insurance agencies focused primarily on personal lines. Please revise to
clarify the basis for this statement, for example, whether it is based on the amount
of revenues, the number of agents or otherwise.
Business
Company Review, page 107
31.Please revise to provide a discussion of the premium financing business which is operated
through the IPFS Corporation, ensuring that it also addresses the impact on the operating
results and financial position of the Company for the periods presented.
Competition, page 124
32.We note the statement on pages one, 92 and 107 that you are "pioneers" and a leading
independent distribution platform with advantages over traditional distribution models.
Please revise page 124 to address competition among other independent distributions
platforms and revise Summary, Management's Discussion and Analysis and Business to
explain for the average investor h