SecProbe.io

November 20, 2024
Joseph R. Edwards
Chief Executive Officer
Flowco Holdings Inc.
10370 Richmond Ave., Suite 1325
Houston, Texas 77042
Re:Flowco Holdings Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted November 12, 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.
Amendment No. 2 to Draft Registration Statement on Form S-1
Liquidity and Capital Resources, page 93
1.We note you removed disclosures which discuss that Flowco Holdings Inc. is a
holding company with no material assets other than its ownership of the LLC interests
and as such its ability to pay dividends, taxes or payments under the Tax Receivable
Agreement is subject to the ability of Flowco LLC to provide distributions to
you. Please revise to include these disclosures or explain to us why you do not believe
they are useful in a discussion of liquidity.

November 20, 2024
Page 2
Flowco MergeCo LLC
Unaudited Condensed Consolidated Financial Statements
Note 15 - Segment Information, page F-57
2.We note your disclosure and quantification of Segment adjusted EBITDA in the table
on page F-58. However, on page F-35 you disclose that the CODM reviews income
from operations as the measure of segment profit or loss and you discuss the changes
in segment income from operations in your interim period MD&A. Please tell us what
your segment measure of profit or loss is and revise to provide consistent disclosure
throughout the filing.
3.If your segment measure of profit or loss has changed and is now segment adjusted
EBITDA, please tell us what consideration was given to recasting the segment
footnote on page F-27 of your annual financial statements for the new segment
measure of profit or loss. Refer to ASC 280-10-50-36.
4.Notwithstanding the comment above, if your new segment measure of profit or loss is
segment adjusted EBITDA, please tell us if your CODM also uses segment income
from operations. In this regard, we note your disclosure of segment income from
operations in your interim period MD&A. If your CODM reviews and uses both
income from operations and segment adjusted EBITDA, then the reported measure
shall be the one that is in accordance with the measurement principles most consistent
with those used in measuring the corresponding amounts in the consolidated financial
statements, income from operations in your case. Refer to ASC 280-10-50-28.
            Please contact Melissa Kindelan at 202-551-3564 or Chris 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