SecProbe.io

October 25, 2024
Joseph R. Edwards
Chief Executive Officer
Flowco Holdings Inc.
10370 Richmond Ave., Suite 1325
Houston, Texas 77042
Re:Flowco Holdings Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 15, 2024
CIK No. 0002035149
Dear Joseph R. Edwards:
            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 September 27, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022, page 85
1.We note your revised disclosure in response to prior comment 11. Please further
revise to discuss the results of each segment's income from operations.

October 25, 2024
Page 2
2.We note your revised disclosure in response to prior comment 12. Please further
revise to disclose what portion of the 40% increase in rental revenue is attributable to
the increase in the number of average active systems sold, general price increases of
your active systems, and your active system mix evolving toward higher priced HPGL
systems. Refer to Item 303(b) of Regulation S-K.
Liquidity and Capital Resources, page 89
3.We note your revised disclosure in response to prior comment 7. Please further revise
to include a quantified discussion of the potential payments due under the TRA
assuming exchange of all LLC interests and the factors that may impact such amounts,
such as the market price of your stock at the time of exchange and the prevailing
federal tax rate, similar to the disclosures you added to page 77.
Flowco MergeCo LLC
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-15
4.We note your revised disclosure in response to prior comment 20. Please further
explain to us how you determined that control transfers to the customer when they are
notified the equipment is complete and ready for pick up. In this regard, tell us
whether after such notification has been made if the equipment is separately identified
and if you have the ability to use the equipment or direct the equipment to another
customer. Also tell us the average length of time between when notification is given
and the equipment is picked up. Refer to ASC 606-10-55-82 and 55-83.
Note 10. Share-based Compensation, page F-25
5.We note your responses to prior comments 9 and 21. Please revise your disclosure
here to indicate that upon completion of the organizational transactions the respective
plans governing these profit units will end with all profits units vesting. In this regard,
we refer you to adjustment (5) on page 80.
Flogistix
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-71
6.We note your response to prior comment 25 and revised disclosures. Please tell us and
revise to describe what the arrangements to lease compressor packages entail, the
nature of the non-lease service component, and how you determined it is the
predominant component in the rental agreement. Also, tell us how these arrangements
differ from the Flowco MergeCo LLC arrangements that include the lease of
compressors and non-lease components, but the lease of the equipment is considered
the predominate component.

October 25, 2024
Page 3
            Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at 202-551-3408
if you have questions regarding comments on the financial statements and related
matters. Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:John Stribling