View:
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
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,
FirstName LastNameRichard Bunch
Division of
Corporation Finance
Comapany NameTWFG, Inc.
Office of
Finance
June 21, 2024 Page 2
cc: Rob Shearer, Esq.
FirstName LastName