SecProbe.io

CORRESP
 1
 filename1.htm

 July
25, 2025

 VIA
EDGAR

 Securities
and Exchange Commission, Division of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Eric Envall

 Re:
Tri-County Financial Group, Inc.

 Request
for Acceleration of Effectiveness of Form S -1

 Filed
June 16, 2025

 File No. 333-288087

 Dear
Mr. Envall:

 On
behalf of Tri-County Financial Group, Inc., as registrant, the undersigned officer hereby requests that the effective date for the above-referenced
registration statement, as amended, be accelerated so that it will be declared effective at 9:00 a.m. (Washington, D.C. time) or as soon
as practicable thereafter on Wednesday, July 30, 2025.

 The
undersigned officer of the registrant, on behalf of the registrant, acknowledges that:

 ▪
 should
 the Securities and Exchange Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
 not foreclose the Securities and Exchange Commission from taking any action with respect to the filing;

 ▪
 the
 action of the Securities and Exchange Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective,
 does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ▪
 the
 registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Securities
 and Exchange Commission or any person under the federal securities laws of the United States.

 The
staff should feel free to telephone Robert Fleetwood of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant's legal
counsel, at (312) 629-7329 with any questions or comments.

 Very
 truly yours,

 Tri-County
 Financial Group, Inc.

 /s/
 Timothy McConville

 Timothy
 McConville

 CEO
 and President

CORRESP
 1
 filename1.htm

 July
18, 2025

 VIA
EDGAR

 Securities
and Exchange Commission, Division of Corporation Finance Office of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Eric Envall

 Re:
 Comment Letter to Tri-County
 Financial Group, Inc.

 Registration Statement
 on Form S-1

 Filed June 16, 2025

 File No. 333-288087

 Dear
Mr. Envall:

 On
behalf of Tri-County Financial Group, Inc. (the " Company "), we are writing in response to the comments received
from the staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission,
by letter dated July 10, 2025 (the " Comment Letter ") with respect to the above-referenced registration statement.
Concurrently herewith, the Company has filed Amendment No. 1 to the Registration Statement (" Amendment No. 1 ").
For the convenience of the Staff's review, we have set forth the comments contained in the Comment Letter in italics followed
by the responses of the Company.

 Registration
Statement on Form S-1
General

 1. We
 note disclosure on page 46 that appears to indicate that you have elected to use the extended
 transition period for complying with new or revised accounting standards. If true, please
 do not check the box on the facing page related to this election. Otherwise, please revise
 to clarify your disclosure regarding this election .

 We
have unchecked the box on the facing page related to the extended transition period in Amendment No. 1.

 Summary,
page 3

 2. In
 the first sentence, please remove the reference to the summary not being "complete."

 We
have removed references to the summary not being "complete" Amendment No. 1.

 The
Selling Shareholder, page 3

 3. We
 note from the final sentence that there were amendments to the Rights Agreement. Please file
 these amendments as Exhibits.

 We
have refiled the Rights Agreement, as amended, to include each amendment made to the Agreement.

 July
18, 2025

 Page 2

 Our
loan portfolio has a large concentration of real estate loans, which involve risks specific to real estate value, page 8

 4. Please
 disaggregate the $1.1 billion and 87.6% figures in this risk factor to identify the dollar
 amount and percentage of your loan portfolio represented by each type of your real estate
 lending.

 We
have provided the disaggregated information requested on page 8 of Amendment No. 1.

 The
Company's loan portfolio has a large concentration of commercial real estate loans..., page 10

 5. Revise
 this risk factor to include a discussion of how your commercial real estate portfolio has
 performed in recent periods, including identifying the amounts and percentage that are considered
 to be non-performing loans at December 31, 2024 and your most recent interim period.

 We
have provided the requested discussion on page 10 of Amendment No. 1.

 Critical
Accounting Policies - Goodwill, page 46

 6. We
 note disclosure that you perform internal qualitative evaluations and annual third party
 valuations to test whether the fair value of the reporting unit exceeds its carrying value
 for your goodwill recorded at FSM. To the extent that a known uncertainty such as a possible
 goodwill impairment is reasonably likely to occur and would have a material effect on your
 results of operations, please revise to provide appropriate information for investors. For
 example, consider disclosing the following information:

 ● the
 results of your qualitative assessment;

 ● the
 percentage by which the fair value exceeded the carrying value in your quantitative assessment;

 ● a
 description of the methods and key assumptions used in determining the fair value of the
 reporting unit and how the key assumptions were determined;

 ● a
 discussion of the degree of uncertainty associated with the key assumptions. The discussion
 regarding uncertainty should provide specifics to the extent possible (e.g., the valuation
 model assumes recovery from a business downturn within a defined period of time); and

 ● a
 description of potential events and/or changes in circumstances that could reasonably be
 expected to negatively affect the key assumptions.

 We
have provided the requested discussion on page 46 of Amendment No. 1.

 July
 18, 2025

 Page 3

 Security
Ownership..., page 91

 7. Reference
 is made to footnote 2 of the ownership table on page 92. Please name the "managing
 principals of Castle Creek's general partner."

 We
have included the names of the managing principals of Castle Creek's general partner in footnote 2 to the beneficial ownership
table.

 Sole
and Exclusive Forum, page 95

 8. We
 note that Article X, Section 1 indicates that the federal district courts of the United States
 of America are the sole and exclusive forum for claims arising out of the Securities Act
 of 1933 unless the Corporation consents to an alternative forum. Please revise your disclosure .

 We
have revised this disclosure to indicate that the federal district courts of the United States of America are the sole and exclusive
forum for claims arising out of the Securities Act of 1933.

 Note
(15) Deposits, page F-45

 9. Noting
 your disclosure on page 60 that you have collateralized public deposits, please revise your
 financial statement notes to disclose the amount of securities, mortgage loans, or other
 financial instruments that serve as collateral for deposits. Refer to ASC 942-405-50-1.b
 for guidance .

 We
have incorporated the requested information on page F-83 of Amendment No. 1.

 Exhibits

 10. It
 appears that your Exhibit Index indicates that the "Registration Rights Agreement"
 is filed as Exhibit 10.1, but is included as Exhibit 10.2. In addition, you refer to Item
 10.2 as the "Securities Purchase Agreement" and use that term throughout the
 Registration Statement, while Exhibit 10.1 is your "Stock Purchase Agreement."
 Please review your exhibits and the Exhibit Index to ensure that all items are properly labeled.

 We
have reviewed the exhibit index and refiled the above-mentioned exhibits to ensure address the above-noted issue.

 Please
contact Robert Fleetwood at 312.629.7329 with any questions.

 Sincerely,

 /s/ Robert Fleetwood

 Robert Fleetwood

 Barack Ferrazzano Kirschbaum
 & Nagelberg LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Timothy McConville
President and Chief Executive Officer
Tri-County Financial Group, Inc.
706 Washington Street
Mendota, IL 61342

 Re: Tri-County Financial Group, Inc.
 Registration Statement on Form S-1
 Filed June 16, 2025
 File No. 333-288087
Dear Timothy McConville:

 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
General

1. We note disclosure on page 46 that appears to indicate that you have
elected to use
 the extended transition period for complying with new or revised
accounting
 standards. If true, please do not check the box on the facing page
related to this
 election. Otherwise, please revise to clarify your disclosure regarding
this election.
Summary, page 3

2. In the first sentence, please remove the reference to the summary not
being
 "complete."
The Selling Shareholder, page 3

3. We note from the final sentence that there were amendments to the Rights
Agreement.
 Please file these amendments as Exhibits.
 July 10, 2025
Page 2

Our loan portfolio has a large concentration of real estate loans, which
involve risks specific
to real estate value, page 8

4. Please disaggregate the $1.1 billion and 87.6% figures in this risk
factor to identify the
 dollar amount and percentage of your loan portfolio represented by each
type of your
 real estate lending.
The Company's loan portfolio has a large concentration of commercial real
estate loans...,
page 10

5. Revise this risk factor to include a discussion of how your commercial
real estate
 portfolio has performed in recent periods, including identifying the
amounts and
 percentage that are considered to be non-performing loans at December
31, 2024 and
 your most recent interim period.
Critical Accounting Policies - Goodwill, page 46

6. We note disclosure that you perform internal qualitative evaluations and
annual third
 party valuations to test whether the fair value of the reporting unit
exceeds its carrying
 value for your goodwill recorded at FSM. To the extent that a known
uncertainty such
 as a possible goodwill impairment is reasonably likely to occur and
would have a
 material effect on your results of operations, please revise to provide
appropriate
 information for investors. For example, consider disclosing the
following information:
 the results of your qualitative assessment;
 the percentage by which the fair value exceeded the carrying value
in your
 quantitative assessment;
 a description of the methods and key assumptions used in determining
the fair
 value of the reporting unit and how the key assumptions were
determined;
 a discussion of the degree of uncertainty associated with the key
assumptions. The
 discussion regarding uncertainty should provide specifics to the
extent possible
 (e.g., the valuation model assumes recovery from a business downturn
within a
 defined period of time); and
 a description of potential events and/or changes in circumstances
that could
 reasonably be expected to negatively affect the key assumptions.
Security Ownership..., page 91

7. Reference is made to footnote 2 of the ownership table on page 92.
Please name the
 "managing principals of Castle Creek s general partner."
Sole and Exclusive Forum, page 95

8. We note that Article X, Section 1 indicates that the federal district
courts of the United
 States of America are the sole and exclusive forum for claims arising
out of the
 Securities Act of 1933 unless the Corporation consents to an alternative
forum. Please
 revise your disclosure.
 July 10, 2025
Page 3
Note (15) Deposits, page F-45

9. Noting your disclosure on page 60 that you have collateralized public
deposits, please
 revise your financial statement notes to disclose the amount of
securities, mortgage
 loans, or other financial instruments that serve as collateral for
deposits. Refer to ASC
 942-405-50-1.b for guidance.
Exhibits

10. It appears that your Exhibit Index indicates that the "Registration
Rights Agreement"
 is filed as Exhibit 10.1, but is included as Exhibit 10.2. In addition,
you refer to Item
 10.2 as the "Securities Purchase Agreement" and use that term throughout
the
 Registration Statement, while Exhibit 10.1 is your "Stock Purchase
Agreement."
 Please review your exhibits and the Exhibit Index to ensure that all
items are
 properly labeled.

 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 Michael Volley at 202-551-3437 or Robert Klein at
202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact Eric Envall at 202-551-3234 or Todd Schiffman at
202-551-3491 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>