SecProbe.io

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 ProFrac Holding Corp.

 333 Shops Boulevard, Suite 301

 Willow Park, TX 76087

 November 26, 2025

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy and Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:
 ProFrac Holding Corp.

 Registration Statement on Form S-3 (File No. 333-290704)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 promulgated under
the Securities Act of 1933, as amended, ProFrac Holding Corp. (the " Company ") hereby respectfully requests that
the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m. Eastern Time, on December 1,
2025, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness
by a telephone call to Ivan Chaykovskiy, Esq. of Brown Rudnick LLP at (212) 209-4975 and that such effectiveness also be confirmed
in writing. Thank you for your assistance in this matter.

 Very truly yours,

 PROFRAC HOLDING CORP.

 By:
 /s/ Steven Scrogham

 Name:
 Steven Scrogham

 Title:
 Chief Legal Officer

 cc:
 Austin Harbour, ProFrac Holding Corp.

 Samuel P. Williams, Esq., Brown Rudnick LLP

 James E. Bedar, Esq., Brown Rudnick LLP

 Ivan Chaykovskiy, Esq., Brown Rudnick LLP

CORRESP
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CORRESP

 ProFrac Holding Corp.

333 Shops Boulevard, Suite 301

Willow Park, TX 76087

 August 2, 2023

 VIA EDGAR TRANSMISSION

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

 RE:

 ProFrac Holding Corp.

 Registration Statement on Form S-3 (File No. 333-273453)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, ProFrac Holding Corp. (the
“Company”) hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m. Eastern Time, on August 4,
2023, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to Samuel P.
Williams, Esq. of Brown Rudnick LLP at (617) 856-8353 and that such effectiveness also be confirmed in writing. Thank you for your assistance in this matter.

 Very truly yours,

 PROFRAC HOLDING CORP.

By:

/s/ Lance Turner

 Lance Turner

 Chief Financial Officer

cc:
 Robert Willette, ProFrac Holding Corp.

Samuel P. Williams, Esq., Brown Rudnick LLP

James E. Bedar, Esq., Brown Rudnick LLP

United States securities and exchange commission logo
August 1, 2023
Lance Turner
Chief Financial Officer
ProFrac Holding Corp.
333 Shops Boulevard, Suite 301
Willow Park, TX 76087
Re:ProFrac Holding Corp.
Registration Statement on Form S-3
Filed July 26, 2023
File No. 333-273453
Dear Lance Turner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Samuel P. Williams, Esq.

CORRESP
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CORRESP

 ProFrac Holding Corp.

333 Shops Boulevard, Suite 301

Willow Park, Texas 76087

(254) 776-3722

September 26, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F. Street, N.E.

 Washington, D.C. 20549-3561

Attention:     Cheryl Brown

            Liz Packebusch

Re:
 ProFrac Holding Corp. (the “Registrant”)

Registration Statement on Form S-4, as amended

File No. 333-267168

Ladies and Gentlemen:

 Reference is made to the
Registration Statement on Form S-4 (File No. 333-267168), filed by the Registrant with the Securities and Exchange Commission (the
“Commission”) on August 30, 2022, as amended by Amendment No. 1, filed with the Commission on September 22, 2022 (as so amended, the “Registration Statement”).

On behalf of ProFrac Holding Corp., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Registrant
respectfully requests that the effective date of the above-referenced Registration Statement on Form S-4 be accelerated to 4:00 P.M., Washington, D.C. time, on Wednesday, September 28,
2022, or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to Samuel P.
Williams, Esq. of Brown Rudnick LLP at (617) 856-8353 and that such effectiveness also be confirmed in writing. Thank you for your assistance in this matter.

 Very truly yours,

PROFRAC HOLDING CORP.

By:

 /s/ Lance Turner

Name:

Lance Turner

Title:

Chief Financial Officer

cc:
 Robert Willette, ProFrac Holding Corp.

Samuel P. Williams, Esq., Brown Rudnick LLP

James E. Bedar, Esq., Brown Rudnick LLP

United States securities and exchange commission logo
September 7, 2022
Ladd Wilks
Chief Executive Officer
ProFrac Holding Corp.
333 Shops Boulevard, Suite 301
Willow Park, TX 76087
Re:ProFrac Holding Corp.
Registration Statement on Form S-4
Filed August 30, 2022
File No. 333-267168
Dear Mr. Wilks:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Cheryl Brown, Staff Attorney, at (202) 551-3905 or Liz Packebusch, Staff
Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Sam Williams, Esq.

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CORRESP

 ProFrac Holding Corp.

333 Shops Boulevard, Suite 301

Willow Park, Texas 76087

(254) 776-3722

August 3, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F. Street, N.E.

 Washington, D.C. 20549-3561

Attention: Liz Packebusch

Re:

ProFrac Holding Corp.

Registration Statement on Form S-1

File No. 333-266465

 Ladies and Gentlemen:

On behalf of ProFrac Holding Corp., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby
requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 P.M., Washington, D.C. time, on August 5, 2022, or as soon as practicable
thereafter.

 We request that we be notified of such effectiveness by a telephone call to Scott D. Rubinsky of Vinson & Elkins
L.L.P. at (713) 758-3287 and that such effectiveness also be confirmed in writing. Thank you for your assistance in this matter.

[Signature Page Follows]

 Securities and Exchange Commission

August 3, 2022

 Page 2

 Very truly yours,

PROFRAC HOLDING CORP.

By:

/s/ Lance Turner

Name:

Lance Turner

Title:

Chief Financial Officer

cc:

Robert Willette, ProFrac Holding Corp.

Michael S. Telle, Vinson & Elkins L.L.P.

Scott D. Rubinsky, Vinson & Elkins L.L.P.

 [Signature Page to Company Acceleration Request]

United States securities and exchange commission logo
July 27, 2022
Lance Turner
Chief Financial Officer
ProFrac Holding Corp.
333 Shops Boulevard, Suite 301
Willow Park, TX 76087
Re:ProFrac Holding Corp.
Draft Registration Statement on Form S-1
Submitted July 21, 2022
CIK No. 0001881487
Dear Mr. Turner:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours 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 Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael S. Telle

CORRESP
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CORRESP

 ProFrac Holding Corp.

333 Shops Boulevard, Suite 301

Willow Park, Texas 76087

(254) 776-3722

 May 11, 2022

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Energy
& Transportation

 100 F Street, N.E.

 Washington,
D.C. 20549-3561

 Attention: Kevin Dougherty

  Re:
 ProFrac Holding Corp.

Withdrawal of Company Acceleration Letter dated May 10, 2022 and New Request

for Acceleration for Registration Statement on Form S-1 (as amended)

File No. 333-261255

 Ladies and Gentlemen:

ProFrac Holding Corp., a Delaware corporation (the “Company”), hereby respectfully requests withdrawal of its acceleration request
dated May 10, 2022 relating to the effectiveness of its Registration Statement on Form S-1 (File No. 333-261255), originally filed on May 10, 2022. The Company is submitting a new acceleration request as provided herein.

The Company hereby requests acceleration of the effective date of its Registration Statement to 9:00 A.M., Washington, D.C. time, on
May 12, 2022, or as soon as practicable thereafter.

 Please contact Scott D. Rubinsky of Vinson & Elkins L.L.P., special
counsel to the Company, at (713) 758-3287, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. Thank you for your assistance in this matter.

[Signature Page Follows]

 Securities and Exchange Commission

May 11, 2022

 Page 2

Very truly yours,

PROFRAC HOLDING CORP.

By:

 /s/ Lance Turner

Name:

Lance Turner

Title:

Chief Financial Officer

cc:
 Robert Willette, ProFrac Holding Corp.

Michael S. Telle, Vinson & Elkins L.L.P.

Scott D. Rubinsky, Vinson & Elkins L.L.P.

 [Signature Page
to Company Acceleration Request]

CORRESP
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CORRESP

 May 11, 2022

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

 Attention:

 Diane Fritz

 Shannon Buskirk

 George K. Schuler

Kevin Dougherty

Laura Nicholson

           Re:

Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333-261255) of ProFrac Holding Corp., a Delaware
corporation (the “Company”)

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed initial public offering of Class A common stock, we hereby
join the Company’s request for acceleration of effectiveness of the above-referenced registration statement to 9 a.m., Eastern Time, on May 12, 2022, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior
to such time.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, please be advised
that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to the underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

The undersigned advises that they have complied, will continue to comply, and that each participating underwriter has informed the undersigned
that it has complied, and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[The remainder of this page is intentionally left blank.]

Very truly yours,

J.P. MORGAN SECURITIES LLC

PIPER SANDLER & CO.

MORGAN STANLEY & CO. LLC

As Representatives of the several underwriters

J.P. MORGAN SECURITIES LLC

By:

 /s/ Lucy Brash

Name: Lucy Brash

Title:   Executive Director

 SIGNATURE PAGE

ACCELERATION REQUEST LETTER

PIPER SANDLER & CO.

By:

 /s/ Sanjiv Shah

Name: Sanjiv Shah

Title:   Managing Director

 SIGNATURE PAGE

ACCELERATION REQUEST LETTER

MORGAN STANLEY & CO. LLC

By:

 /s/ Mauricio Dominguez

Name: Mauricio Dominguez

Title:   Vice President

 SIGNATURE PAGE

ACCELERATION REQUEST LETTER

CORRESP
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CORRESP

 May 10, 2022

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

Attention:

Diane Fritz

Shannon Buskirk

George K. Schuler

Kevin Dougherty

Laura Nicholson

            Re:

Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333-261255) of ProFrac Holding Corp., a Delaware
corporation (the “Company”)

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed initial public offering of Class A common stock, we hereby
join the Company’s request for acceleration of effectiveness of the above-referenced registration statement to 4 p.m., Eastern Time, on May 11, 2022, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior
to such time.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, please be advised
that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to the underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

The undersigned advises that they have complied, will continue to comply, and that each participating underwriter has informed the undersigned
that it has complied, and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[The remainder of this page is intentionally left blank.]

Very truly yours,

J.P. MORGAN SECURITIES LLC

PIPER SANDLER & CO.

MORGAN STANLEY & CO. LLC

As Representatives of the several underwriters

J.P. MORGAN SECURITIES LLC

By:

 /s/ Lucy Brash

Name: Lucy Brash

Title:   Executive Director

 SIGNATURE PAGE

ACCELERATION REQUEST LETTER

PIPER SANDLER & CO.

By:

 /s/ Sanjiv Shah

Name: Sanjiv Shah

Title:   Managing Director

 SIGNATURE PAGE

ACCELERATION REQUEST LETTER

MORGAN STANLEY & CO. LLC

By:

 /s/ Mauricio Dominguez

Name: Mauricio Dominguez

Title:   Vice President

 SIGNATURE PAGE

ACCELERATION REQUEST LETTER

CORRESP
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CORRESP

 ProFrac Holding Corp.

333 Shops Boulevard, Suite 301

Willow Park, Texas 76087

(254) 776-3722

May 10, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F. Street, N.E.

 Washington, D.C. 20549-3561

Attention: Kevin Dougherty

  Re:
 ProFrac Holding Corp.

Registration Statement on Form S-1 (as amended)

File No. 333-261255

Ladies and Gentlemen:

 On behalf of ProFrac
Holding Corp., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form
S-1 be accelerated to 4:00 P.M., Washington, D.C. time, on May 11, 2022, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Scott D. Rubinsky of Vinson & Elkins L.L.P. at (713) 758-3287 and that such effectiveness also be confirmed in writing. Thank you for your assistance in this matter.

[Signature Page Follows]

 Securities and Exchange Commission

May 10, 2022

 Page 2

Very truly yours,

PROFRAC HOLDING CORP.

By:

 /s/ Lance Turner

Name:

Lance Turner

Title:

Chief Financial Officer

cc:
 Robert Willette, ProFrac Holding Corp.

Michael S. Telle, Vinson & Elkins L.L.P.

Scott D. Rubinsky, Vinson & Elkins L.L.P.

 [Signature Page
to Company Acceleration Request]

CORRESP
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CORRESP

 ProFrac Holding Corp.

333 Shops Boulevard, Suite 301

Willow Park, Texas 76087

 May 4, 2022

 Division of Corporation Finance

 Office of
Energy & Transportation

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3561

Re:    ProFrac Holding Corp.

Amendment No. 3 to Registration Statement on Form S-1

Filed April 26, 2022

File No. 333-261255

Ladies and Gentlemen:

 Set forth below are the
responses of ProFrac Holding Corp. (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 3, 2022, with respect to Amendment No. 3 to the Registration Statement on Form S-1, File No. 333-261255, submitted to the Commission on April 26, 2022 (“Amendment No. 3”).

Concurrently with the submission of this letter, we are filing Amendment No. 4 to the Registration Statement on Form S-1 (“Amendment No. 4”) via EDGAR.

 For your
convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 4 unless otherwise specified. All capitalized
terms used in this letter that are not defined have the meaning given in Amendment No. 4.

 Amendment No. 3 to Form S-1

 Use of Proceeds, page 70

1.
 We note your response to comment 8 and the disclosure made in draft pricing pages on page 71, including your
disclosure regarding your intended uses of proceeds in the event that the lenders under the New Term Loan Credit Facility do not decline an offer of repayment. Given the estimated net proceeds of the offering, after payment of the bulleted list of
use of proceeds it appears that you will have additional net proceeds. Please revise to disclose in this section the principal purposes for which such additional net proceeds are intended to be used and the approximate amount intended to be used for
each such purpose. See Item 504 of Regulation S-K.

RESPONSE:    We have revised page 71 of Amendment No. 4 as requested.

Security ownership of certain beneficial owners and management, page 150

2.
 Please revise your beneficial ownership table to disclose all persons who have or share voting power or
investment power over the shares held by the Farris and Jo Ann Wilks 2022 Family Trust. Refer to Item 403 of Regulation S-K and Exchange Act Rule 13d-3.

 RESPONSE:    We have revised page 150 of Amendment No. 4 as requested.

FTS International, Inc. Audited Consolidated Financial Statements, page F-48

3.
 We note your response to comment 21. Please include the audit report that is referenced in your other matter
section, which covers the financial statements as of December 31, 2020 and for the periods from January 1, 2020 through November 19, 2020 and from November 20, 2020 through December 31, 2020 and as of and for the year ended
December 31, 2019.

 RESPONSE:    We have revised pages F-48 and F-49 of Amendment No. 4 as requested.

 Exhibits

4.
 We note that your response to comment 23 states that you refiled Exhibit 10.8 to include the requested
schedules; however, we note Exhibit 10.8 was not refiled. Thus, we re-issue our comment to please file Schedule 7.17 Use of Proceeds and Schedule 8.11 Permitted Investments, or tell us why you do not believe
they are required to be filed. Refer to Item 601(a)(5) of Regulation S-K.

RESPONSE:    We acknowledge the Staff’s comment and respectfully advise the Staff that we have refiled Exhibit
10.8 to include the requested schedules.

*        *        *
 *        *

 Securities and Exchange Commission

May 4, 2022

 Page 2

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact Michael S. Telle at (713) 758-2350 or Scott D. Rubinsky at (713) 758-3287, each of Vinson & Elkins L.L.P..

 Very truly yours,

PROFRAC HOLDING CORP.

By:

/s/ Lance Turner

Name:

Lance Turner

Title:

Chief Financial Officer

 Enclosures

cc:    Robert Willette, ProFrac Holding Corp.

Michael S. Telle, Vinson & Elkins L.L.P.

Scott D. Rubinsky, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
May 3, 2022
Lance Turner
Chief Financial Officer
ProFrac Holding Corp.
333 Shops Boulevard, Suite 301
Willow Park, Texas 76087
Re:ProFrac Holding Corp.
Amendment No. 3 to Registration Statement on Form S-1
Filed April 26, 2022
File No. 333-261255
Dear Mr. Turner:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 21, 2022 letter.
Amendment No. 3 to Form S-1
Use of Proceeds, page 70
1.We note your response to comment 8 and the disclosure made in draft pricing pages on
page 71, including your disclosure regarding your intended uses of proceeds in the event
that the lenders under the New Term Loan Credit Facility do not decline an offer of
repayment. Given the estimated net proceeds of the offering, after payment of the bulleted
list of use of proceeds it appears that you will have additional net proceeds. Please revise
to disclose in this section the principal purposes for which such additional net proceeds
are intended to be used and the approximate amount intended to be used for each such
purpose. See Item 504 of Regulation S-K.

 FirstName LastNameLance  Turner
 Comapany NameProFrac Holding Corp.
 May 3, 2022 Page 2
 FirstName LastName
Lance  Turner
ProFrac Holding Corp.
May 3, 2022
Page 2
Security ownership of certain beneficial owners and management, page 150
2.Please revise your beneficial ownership table to disclose all persons who have or share
voting power or investment power over the shares held by the Farris and Jo Ann Wilks
2022 Family Trust. Refer to Item 403 of Regulation S-K and Exchange Act Rule 13d-3.
FTS International, Inc. Audited Consolidated Financial Statements, page F-48
3.We note your response to comment 21.  Please include the audit report that is referenced
in your other matter section, which covers the financial statements as of December 31,
2020 and for the periods from January 1, 2020 through November 19, 2020 and from
November 20, 2020 through December 31, 2020 and as of and for the year ended
December 31, 2019.
Exhibits
4.We note that your response to comment 23 states that you refiled Exhibit 10.8 to include
the requested schedules; however, we note Exhibit 10.8 was not refiled. Thus, we re-issue
our comment to please file Schedule 7.17 Use of Proceeds and Schedule 8.11 Permitted
Investments, or tell us why you do not believe they are required to be filed. Refer to Item
601(a)(5) of Regulation S-K.
            You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or Shannon Buskirk,
Staff Accountant, at (202) 551-3717 if you have questions regarding comments on the financial
statements and related matters. Please contact George K. Schuler at (202) 551-3718 for
engineering related questions. Please contact Kevin Dougherty, Staff Attorney, at (202) 551-
3271 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael S. Telle

CORRESP
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CORRESP

 ProFrac Holding Corp.

333 Shops Boulevard, Suite 301

 Willow Park,
Texas 76087

 April 29, 2022

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

100 F Street, N.E.

 Washington, D.C. 20549-3561

Re:

ProFrac Holding Corp.

 Amendment No. 3 to Registration Statement on Form S-1

 Filed on April 26, 2022

File No. 333-261255

Ladies and Gentlemen:

 Pursuant to discussions with the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, ProFrac Holding Corp. (the “Company,” “we,” “us” or
“our”) hereby confidentially submits (the “Submission”) its currently expected offering terms for the initial public offering (the “Offering”) of its Class A Common Stock,
par value $0.01 per share (the “Class A Common Stock”), including, among other things, the bona fide price range pursuant to Item 501(b)(3) of Regulation
S-K, the number of shares of Class A Common Stock to be offered, the estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Class A Common Stock to
be outstanding after the Offering. The Company expects that these pricing terms and other items will be included in a future amendment to the Registration Statement on Form S-1, File No. 333-261255 (as amended, the “Registration Statement”).

 The Offering terms
included in the Submission are based on bona fide estimates of the range of the minimum and maximum offering price and the maximum number of shares of Class A Common Stock to be offered as of the date of this correspondence. Should the bona
fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.

 The Company
currently proposes to price the Offering with a bona fide price range of $21.00 to $24.00 per share of Class A Common Stock, with a midpoint of $22.50 per share of Class A Common Stock. In the Offering, the Company proposes to sell up to
16,000,000 shares of Class A Common Stock. The Company proposes to grant the underwriters a 30-day option to purchase up to an additional 2,400,000 shares of Class A Common Stock to cover
over-allotments. As discussed with members of the Staff, this range and the additional information included in the Submission are initially being provided for your consideration by correspondence due to the Company’s and the underwriters’
concern regarding providing such information in advance of the launch of the Offering given recent market volatility, as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis.

 Securities and Exchange Commission

April 29, 2022

 Page 2

The Company is enclosing its proposed marked copy of those pages of the Registration Statement that will be affected by the offering terms set forth
herein. We expect that these marked changes will be incorporated into a future amendment to the Registration Statement. The Company seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include
such price range in a future filing of the Registration Statement.

 Should you have any questions with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Michael S. Telle at (713) 758-2350 or Scott Rubinsky at (713) 758-3287, each of Vinson &
Elkins L.L.P.

 Very truly yours,

PROFRAC HOLDING CORP.

By:

 /s/ Lance Turner

Name:

 Lance Turner

 Title:

 Chief Financial Officer

 Enclosures

cc:

Robert Willette, ProFrac Holding Corp.

 Michael S. Telle, Vinson & Elkins L.L.P.

Scott Rubinsky, Vinson & Elkins L.L.P.

CORRESP
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CORRESP

 ProFrac Holding Corp.

333 Shops Boulevard, Suite 301

Willow Park, Texas 76087

 April 26,
2022

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 ProFrac Holding Corp.

Amendment No. 2 to Registration Statement on Form S-1

Filed March 31, 2022

 File No. 333-261255

 Ladies and Gentlemen:

Set forth below are the responses of ProFrac Holding Corp. (the “Company”, “we,”
“us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated April 21, 2022, with respect to Amendment No. 2 to the Registration Statement on Form S-1, File
No. 333-261255, submitted to the Commission on March 31, 2022 (“Amendment No. 2”).

Concurrently with the submission of this letter, we are filing Amendment No. 3 to the Registration Statement on Form S-1 (“Amendment No. 3”) via EDGAR.

 For your
convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 3 unless otherwise specified. All capitalized
terms used in this letter that are not defined have the meaning given in Amendment No. 3.

 Amendment No. 2 to Form S-1

 Overview, page 1

1.
 We note your disclosure that you believe a greater percentage of your conventional fleets prior to the
FTSI Acquisition incorporated lower-emission Tier IV diesel engines relative to your peers, making them among the most emissions-friendly and capable in the industry, and note your disclosure that you believe that because of those fleets’
capabilities and reliability, and your relentless focus on efficient and environmentally-sound energy service solutions, your customer base views you as an integral partner in their efforts to improve their environmental, social and governance
(“ESG”) profiles without sacrificing service quality. Please balance your disclosure throughout your prospectus, including the Summary, MD&A and Business sections, of the environmental attractiveness of your fleet with the information
from your risk factor on page 51 entitled “Following the FTSI Acquisition, our fleet includes substantial legacy capacity ...” that

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April 26, 2022

  Page
 2

this legacy portion of your fleet may be unable to reduce your customers’ relative emissions footprint or satisfy the ESG objectives of your customers, unlike your Pre-Acquisition Fleet.

 RESPONSE:    We have revised
pages 1, 2, 79, 111 and elsewhere in Amendment No. 3 as requested.

2.
 We note your disclosure regarding certain metrics of your
“Pre-acquisition Fleets,” such as that approximately 90% of your fleets not acquired in the FTSI Acquisition (“Pre-Acquisition Fleets”) are less than
six years old, with 60% having Tier IV engines and 49% having dual fuel capabilities as of March 23, 2022. When providing these and similar “Pre-Acquisition Fleet” metrics throughout your
prospectus, please revise to also provide metrics on your total fleets as of March 23, 2022 or the most recent practicable date.

RESPONSE:    We have revised pages 2, 51, 79 and 111 of Amendment No. 3 as requested.

Summary

 Preliminary Estimate of Selected
First Quarter 2022 Financial Results, page 16

3.
 Expand your disclosures to provide a more complete understanding of the preliminary financial measures in
line with your discussion of overall trends and outlook within Management’s Discussion and Analysis. Explain why the preliminary financial measures are consistent or inconsistent with these trends as well as your historical results to provide
further context to these financial measures with overall preliminary financial results.

RESPONSE:    We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised pages
16 and 17 of Amendment No. 3 to provide a more complete understanding of the preliminary financial measures in line with discussion of overall trends and outlook within Management’s Discussion and Analysis as requested.

4.
 We note your expected disclosure of estimated pro forma preliminary measures, which give effect to the
FTSI Acquisition as though it occurred on January 1, 2022. Tell us how your disclosure of pro forma preliminary measures is consistent with the preparation requirements of Article 11-02 of Regulation S-X and how you considered Article 11-02(1)(12)(ii).

RESPONSE:    We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised pages
16 and 17 of Amendment No. 3 to eliminate our presentation of first quarter 2022 preliminary estimated results on a pro forma basis and replace it with the historical results of FTS International, Inc. for the period from January 1, 2022
to February 28, 2022.

 Securities and Exchange Commission

April 26, 2022

  Page
 3

 Summary

Flotek Investment, page 19

5.
 We note your disclosure that your equity investment in Flotek on a fully diluted basis after the
consummation of the transactions with Flotek will be between 40% and 50%, and you will be permitted to designate two additional directors. Please revise to clarify that this assumes approval by Flotek’s shareholders. We also note your
disclosure that the Flotek Supply Agreement Amendment includes a minimum annual volume commitment whereby you will be obligated to pay Flotek liquidated damages equal to 25% of the shortfall for such year, should you fail to meet the minimum
purchase amount. Please revise to disclose such minimum annual volume commitment, or provide your analysis as to why you do not believe that such information is material.

RESPONSE:    We have revised pages 19 and 20 of Amendment No. 3 as requested.

Summary Historical and Pro Forma Financial Data

Non-GAAP Financial Measures, page 32

6.
 Please disclose the respective comparable ratio for Adjusted EBITDA per fleet calculated using GAAP
amounts. Additionally, disclose why Adjusted EBITDA per fleet provides useful information to investors. Refer to Items 10(e)1(i)(B) and (C) of Regulation S-K and footnote 27 of non-GAAP adopting Release No. 33-8176.

RESPONSE:    We have revised pages 32, 33, 84, 85 and elsewhere in Amendment No. 3 as requested.

Risk Factors, page 36

7.
 We note your disclosure on page 39 regarding the conflict in Ukraine, and note your disclosure that your
operations “would be particularly vulnerable to potential interruptions in the supply of certain critical materials and metals, which are used in [y]our manufacturing processes.” Please reconcile such statement with your disclosure on page
83 that your supply chain is either vertically integrated or predominantly U.S. based, insulating you from global disruptions and price increases and allowing you to continue to maintain attractive margins. In addition, please disclose whether and
how your business segments, products, lines of service, projects, or operations are materially impacted by supply chain disruptions, especially in light of the conflict between Russia and Ukraine. For example, discuss whether you have:

•

 had to suspend the production, purchase, sale or maintenance of certain items;

•

 experienced higher costs due to constrained capacity or increased commodity prices;

•

 experienced surges or declines in demand for which you are unable to adequately adjust your supply;
or

 Securities and Exchange Commission

April 26, 2022

  Page
 4

•

 been unable to supply products at competitive prices or at all due to export restrictions, sanctions, or
the ongoing conflict.

 Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.

 RESPONSE:    We have revised pages 38, 39 and 82 of
Amendment No. 3 as requested and note that the bulk of the disclosure requested by the Staff appears on page 82 of Amendment No. 3.

 Use
of Proceeds, page 70

8.
 We note your disclosure that to the extent this offering generates net proceeds in excess of
$200 million, 50% of such excess net proceeds will be used by ProFrac II LLC to offer to repay outstanding borrowings under the New Term Loan Credit Facility, and 50% of such excess net proceeds can be used by ProFrac LLC for any other purpose
not prohibited by the New Term Loan Credit Facility, including without limitation, to repay other indebtedness of ProFrac LLC and its subsidiaries, including indebtedness under the Equify Bridge Note and the Closing Date Note, and/or to make
investments permitted under the New Term Loan Credit Agreement (“Permitted Investments”). We also note your disclosure regarding the use of proceeds for Permitted Investments in the event that lenders under the New Term Loan Facility
decline an offer of repayment. Please revise to clarify your intended use of proceeds in the event that the offering raises more than $200 million. If you intend to use proceeds to repay indebtedness under the Equify Bridge Note and the Closing
Date Note, please disclose the interest rate and maturity of the Equify Note and Closing Date Note and describe the use of the proceeds of such indebtedness. In addition, please describe the “Permitted Investments” referenced in this
section. See Item 504 of Regulation S-K.

RESPONSE:    We have revised page 71 of Amendment No. 3 as requested.

Business

 Properties

Our mining and processing facilities, page 121

9.
 We note the description of your mining properties located in Winkler County in this section. Please
revise your filing to include all summary disclosures as required for your Winkler County and West Munger properties. See Item 1303(b) of Regulation S-K.

RESPONSE:    We have revised pages 121, 122, 123, 124 and elsewhere in Amendment No. 3 as requested.

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April 26, 2022

  Page
 5

 Our Reserves, page 121

10.
 Your filing appears to use definitions and requirements of Industry Guide 7 in this section and elsewhere
in your filing. Please note Industry Guide 7 is obsolete for those filings incorporating a 2021 calendar year end and was replaced by Subpart 1300 of Regulation S-K. Please make the appropriate changes in your
filing and revise all your references to Industry Guide 7, as necessary.

RESPONSE:    We have revised pages 122, 123 and elsewhere in Amendment No. 3 as requested.

11.
 We note your summary disclosure of reserves in this section. Please revise your filing and provide the
resource disclosures as required by Item 1303(b)(3) of Regulation S-K along with the estimated commodity prices used to determine your resources/reserves and the process recoveries.

 RESPONSE:    We have revised pages 122, 123 and 124 of Amendment No. 3 as
requested.

12.
 It does not appear that you have provided the individual property disclosure for your mining properties.
Please revise your filing and include disclosures for each material property as required by Items 1304(b), (d), and (e) of Regulation S-K.

RESPONSE:    We have revised pages 122, 123 and 124 of Amendment No. 3 to reflect individual property
disclosure for our mining properties as requested.

 Certain relationships and related party transactions, page 148

13.
 We note your disclosure that in connection with the consummation of this offering, you expect to enter
into a stockholders’ agreement with the Wilks that will address the right to designate nominees for election to your board following this offering. Please revise to disclose all material terms of the stockholders’ agreement. Similarly,
please disclose all material terms of the registration rights agreement with certain of the ProFrac LLC Unit Holders that you reference on page 153.

RESPONSE:    We have revised pages 155 and 156 of Amendment No. 3 as requested.

Notes to Consolidated and Combined Financial Statements

Note 11. Subsequent Events, page F-26

14.
 We note that you engaged a third party to assist with valuation services. To the extent you relied upon a
third-party expert, disclose the name of the specialist and include a consent or clarify your reference to this third-party valuation. For additional guidance, refer to Question 233.02 of the Compliance and Disclosure Interpretations on Securities
Act Rules.

 RESPONSE:    We respectfully advise the Staff that the valuation
estimates in Amendment No. 3 are those of management. We have revised page F-28 of Amendment No. 3 in order to clarify this.

15.
 Revise to include the disclosures required by ASC 805-10-50-4, ASC 805-20-50-3, and ASC 805- 30-50-3, as appropriate, for the acquisition of FTS International, Inc.

RESPONSE:    We have revised page F-28 of Amendment No. 3 as
requested.

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April 26, 2022

  Page
 6

 Notes to Unaudited Pro Forma Financial Statements

Note 2. Refinancing and FTSI Acquisition Transactions Pro Forma Adjustments and Assumptions, page F-38

16.
 Revise your pro forma disclosures to breakout the amounts shown in your summary of pro forma balance
sheet adjustments. To the extent an adjustment in the subnotes to Note 2 effects more than one financial statement line item, it may be helpful to breakout and label the specific amounts for each adjustment disclosed in each subnote within the
adjustment columns on page F-38. Alternatively, expand the columns in the pro forma financial statements to separate the pro forma adjustments by type of transaction.

RESPONSE:    We have revised page F-35 of Amendment No. 3 as
requested.

17.
 On a similar matter, we note that you have more than one adjustment labeled (a), (b), (c) and (d) in
this footnote. To make the reconciliations and related disclosures more clear, revise to have adjustments identified by a unique identifier.

RESPONSE:    We have revised pages F-42,
F-43 and F-44 of Amendment No. 3 as requested.

18.
 Expand your disclosures to explain why you have presented the chart at the bottom of page F-42 separately from the table on page F-43. In this regard, it is unclear why the adjustment to interest expense in note (h) is presented in the chart on page F-42.

 RESPONSE:    We have revised pages F-42 and F-43 of Amendment No. 3 as requested.

19.
 In subnote (c) to note (d) discussed on page F-42, we
note that THRC Holdings, LLC will retain its equity interest in FTS International in the amount of $72.9 million. Please revise or tell us why this has not been reflected as a non-controlling interest in
the pro forma balance sheet.

 RESPONSE:     We have revised pages 18 and F-42 of
Amendment No. 3 as requested to clarify that THRC Holdings, LP (“THRC Holdings”) did not retain its equity interest in FTS International, Inc. (“FTSI”). Instead, immediately following the closing of the cash acquisition pursuant
to the FTSI Merger Agreement, ProFrac LLC distributed the 80.5% of FTSI it acquired in such merger to Farris Wilks and THRC Holdings in a manner that resulted in each of them owning 50% of FTSI (the “FTSI Distribution”), with THRC Holdings
receiving a smaller share of the FTSI Distribution and instead retaining certain preferred equity in ProFrac LLC in lieu of its redemption in connection with such distribution. Immediately following the FTSI Distribution, FTSI contributed all of its
subsidiaries, business and assets to ProFrac LLC in exchange for common equity interests in ProFrac LLC with a value equal to the net fair market value of such subsidiaries, business and assets. As a result, the former subsidiaries, business and
assets of FTSI, other than those subject to the FTSI Sale Leaseback, are wholly owned by us. Accordingly, because the interest was converted to equity in ProFrac LLC, we did not recognize any noncontrolling interest in FTSI in the pro forma balance
sheet.

20.
 In note (f) on page F-42, we note a pro forma adjustment for
loss on debt extinguishment of $9 million. Please reconc

United States securities and exchange commission logo
April 21, 2022
Lance Turner
Chief Financial Officer
ProFrac Holding Corp.
333 Shops Boulevard, Suite 301
Willow Park, Texas 76087
Re:ProFrac Holding Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 31, 2022
File No. 333-261255
Dear Mr. Turner:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No.2 to Form S-1
Overview, page 1
1.We note your disclosure that you believe a greater percentage of your conventional fleets
prior to the FTSI Acquisition incorporated lower-emission Tier IV diesel engines relative
to your peers, making them among the most emissions-friendly and capable in the
industry, and note your disclosure that you believe that because of those fleets’
capabilities and reliability, and your relentless focus on efficient and environmentally-
sound energy service solutions, your customer base views you as an integral partner in
their efforts to improve their environmental, social and governance (“ESG”) profiles
without sacrificing service quality. Please balance your disclosure throughout your
prospectus, including the Summary, MD&A and Business sections, of the environmental
attractiveness of your fleet with the information from your risk factor on page 51 entitled

 FirstName LastNameLance  Turner
 Comapany NameProFrac Holding Corp.
 April 21, 2022 Page 2
 FirstName LastNameLance  Turner
ProFrac Holding Corp.
April 21, 2022
Page 2
"Following the FTSI Acquisition, our fleet includes substantial legacy capacity ..."
that this legacy portion of your fleet may be unable to reduce your customers’ relative
emissions footprint or satisfy the ESG objectives of your customers, unlike your Pre-
Acquisition Fleet.
2.We note your disclosure regarding certain metrics of your "Pre-acquisition Fleets," such
as that approximately 90% of your fleets not acquired in the FTSI Acquisition (“Pre-
Acquisition Fleets”) are less than six years old, with 60% having Tier IV engines and 49%
having dual fuel capabilities as of March 23, 2022. When providing these and similar
"Pre-Acquisition Fleet" metrics throughout your prospectus, please revise to also provide
metrics on your total fleets as of March 23, 2022 or the most recent practicable date.
Summary
Preliminary Estimate of Selected First Quarter 2022 Financial Results, page 16
3.Expand your disclosures to provide a more complete understanding of the preliminary
financial measures in line with your discussion of overall trends and outlook within
Management's Discussion and Analysis.  Explain why the preliminary financial measures
are consistent or inconsistent with these trends as well as your historical results to provide
further context to these financial measures with overall preliminary financial results.
4.We note your expected disclosure of estimated pro forma preliminary measures, which
give effect to the FTSI Acquisition as though it occurred on January 1, 2022.  Tell us how
your disclosure of pro forma preliminary measures is consistent with the preparation
requirements of Article 11-02 of Regulation S-X and how you considered Article 11-
02(1)(12)(ii).
Summary
Flotek Investment, page 19
5.We note your disclosure that your equity investment in Flotek on a fully diluted basis after
the consummation of the transactions with Flotek will be between 40% and 50%, and you
will be permitted to designate two additional directors.  Please revise to clarify that this
assumes approval by Flotek's shareholders.  We also note your disclosure that the Flotek
Supply Agreement Amendment includes a minimum annual volume commitment whereby
you will be obligated to pay Flotek liquidated damages equal to 25% of the shortfall for
such year, should you fail to meet the minimum purchase amount.  Please revise to
disclose such minimum annual volume commitment, or provide your analysis as to why
you do not believe that such information is material.
Summary Historical and Pro Forma Financial Data
Non-GAAP Financial Measures, page 32
6.Please disclose the respective comparable ratio for Adjusted EBITDA per fleet calculated
using GAAP amounts. Additionally, disclose why Adjusted EBITDA per fleet provides

 FirstName LastNameLance  Turner
 Comapany NameProFrac Holding Corp.
 April 21, 2022 Page 3
 FirstName LastNameLance  Turner
ProFrac Holding Corp.
April 21, 2022
Page 3
useful information to investors. Refer to Items 10(e)1(i)(B) and (C) of Regulation S-K and
footnote 27 of non-GAAP adopting Release No. 33-8176.
Risk Factors, page 36
7.We note your disclosure on page 39 regarding the conflict in Ukraine, and note your
disclosure that your operations “would be particularly vulnerable to potential interruptions
in the supply of certain critical materials and metals, which are used in [y]our
manufacturing processes.”  Please reconcile such statement with your disclosure on page
83 that your supply chain is either vertically integrated or predominantly U.S. based,
insulating you from global disruptions and price increases and allowing you to continue to
maintain attractive margins.  In addition, please disclose whether and how your business
segments, products, lines of service, projects, or operations are materially impacted by
supply chain disruptions, especially in light of the conflict between Russia and Ukraine.
For example, discuss whether you have:

• had to suspend the production, purchase, sale or maintenance of certain items;
• experienced higher costs due to constrained capacity or increased commodity prices;
• experienced surges or declines in demand for which you are unable to adequately adjust
your supply; or
• been unable to supply products at competitive prices or at all due to export restrictions,
sanctions, or the ongoing conflict.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
Use of Proceeds, page 70
8.We note your disclosure that to the extent this offering generates net proceeds in excess of
$200 million, 50% of such excess net proceeds will be used by ProFrac II LLC to offer to
repay outstanding borrowings under the New Term Loan Credit Facility, and 50% of such
excess net proceeds can be used by ProFrac LLC for any other purpose not prohibited by
the New Term Loan Credit Facility, including without limitation, to repay other
indebtedness of ProFrac LLC and its subsidiaries, including indebtedness under the
Equify Bridge Note and the Closing Date Note, and/or to make investments permitted
under the New Term Loan Credit Agreement (“Permitted Investments”). We also note
your disclosure regarding the use of proceeds for Permitted Investments in the event that
lenders under the New Term Loan Facility decline an offer of repayment. Please revise to
clarify your intended use of proceeds in the event that the offering raises more than $200
million. If you intend to use proceeds to repay indebtedness under the Equify Bridge Note
and the Closing Date Note, please disclose the interest rate and maturity of the Equify
Note and Closing Date Note and describe the use of the proceeds of such indebtedness. In
addition, please describe the "Permitted Investments" referenced in this section. See Item
504 of Regulation S-K.

 FirstName LastNameLance  Turner
 Comapany NameProFrac Holding Corp.
 April 21, 2022 Page 4
 FirstName LastNameLance  Turner
ProFrac Holding Corp.
April 21, 2022
Page 4
Business
Properties
Our mining and processing facilities, page 121
9.We note the description of your mining properties located in Winkler County in this
section.  Please revise your filing to include all summary disclosures as required for your
Winkler County and West Munger properties.  See Item 1303(b) of Regulation S-K.
Our Reserves, page 121
10.Your filing appears to use definitions and requirements of Industry Guide 7 in this section
and elsewhere in your filing.  Please note Industry Guide 7 is obsolete for those filings
incorporating a 2021 calendar year end and was replaced by Subpart 1300 of Regulation
S-K.  Please make the appropriate changes in your filing and revise all your references to
Industry Guide 7, as necessary.
11.We note your summary disclosure of reserves in this section.  Please revise your filing and
provide the resource disclosures as required by Item 1303(b)(3) of Regulation S-K along
with the estimated commodity prices used to determine your resources/reserves and the
process recoveries.
12.It does not appear that you have provided the individual property disclosure for your
mining properties.  Please revise your filing and include disclosures for each material
property as required by Items 1304(b), (d), and (e) of Regulation S-K.
Certain relationships and related party transactions, page 148
13.We note your disclosure that in connection with the consummation of this offering, you
expect to enter into a stockholders’ agreement with the Wilks that will address the right to
designate nominees for election to your board following this offering.  Please revise to
disclose all material terms of the stockholders' agreement.  Similarly, please disclose all
material terms of the registration rights agreement with certain of the ProFrac LLC Unit
Holders that you reference on page 153.
Notes to Consolidated and Combined Financial Statements
Note 11. Subsequent Events, page F-26
14.We note that you engaged a third party to assist with valuation services. To the extent you
relied upon a third-party expert, disclose the name of the specialist and include a consent
or clarify your reference to this third-party valuation. For additional guidance, refer to
Question 233.02 of the Compliance and Disclosure Interpretations on Securities Act
Rules.
15.Revise to include the disclosures required by ASC 805-10-50-4, ASC 805-20-50-3, and
ASC 805- 30-50-3, as appropriate, for the acquisition of FTS International, Inc.

 FirstName LastNameLance  Turner
 Comapany NameProFrac Holding Corp.
 April 21, 2022 Page 5
 FirstName LastNameLance  Turner
ProFrac Holding Corp.
April 21, 2022
Page 5
Notes to Unaudited Pro Forma Financial Statements
Note 2. Refinancing and FTSI Acquisition Transactions Pro Forma Adjustments and
Assumptions, page F-38
16.Revise your pro forma disclosures to breakout the amounts shown in your summary of pro
forma balance sheet adjustments. To the extent an adjustment in the subnotes to Note 2
effects more than one financial statement line item, it may be helpful to breakout and label
the specific amounts for each adjustment disclosed in each subnote within the adjustment
columns on page F-38. Alternatively, expand the columns in the pro forma financial
statements to separate the pro forma adjustments by type of transaction.
17.On a similar matter, we note that you have more than one adjustment labeled (a), (b), (c)
and (d) in this footnote.  To make the reconciliations and related disclosures more clear,
revise to have adjustments identified by a unique identifier.
18.Expand your disclosures to explain why you have presented the chart at the bottom of
page F-42 separately from the table on page F-43.  In this regard, it is unclear why the
adjustment to interest expense in note (h) is presented in the chart on page F-42.
19.In subnote (c) to note (d) discussed on page F-42, we note that THRC Holdings, LLC will
retain its equity interest in FTS International in the amount of $72.9 million.  Please revise
or tell us why this has not been reflected as a non-controlling interest in the pro forma
balance sheet.
20.In note (f) on page F-42, we note a pro forma adjustment for loss on debt extinguishment
of $9 million.  Please reconcile this amount with the discussion of the $4.3 million loss on
the extinguishment of the term loan of ProFrac LLC disclosed in note (b) on page F-39.
FTS International, Inc. Audited Consolidated Financial Statements, page F-49
21.We note the audit opinion for FTS International, Inc. covers only the financial statements
as of and for the year ended December 31, 2021. Please obtain an audit report that
includes an audit opinion covering the financial statements as of December 31, 2020 and
for the periods from January 1, 2020 through November 19, 2020 and from November 20,
2020 through December 31, 2020 and as of and for the year ended December 31, 2019, or
tell us why you believe such periods are not required to be audited. If helpful, in your
response, you may provide us with your significance test calculations.  Refer to Rules 1-
02(w)(1) and 3-05(b)(2) of Regulation S-X.
Signatures, page II-6
22.We note that Ladd Wilks, your chief executive officer, has not signed your registration
statement.  Please provide a signature by Mr. Wilks, or provide your analysis as to why
such signature is not required by Form S-1.

 FirstName LastNameLance  Turner
 Comapany NameProFrac Holding Corp.
 April 21, 2022 Page 6
 FirstName LastName
Lance  Turner
ProFrac Holding Corp.
April 21, 2022
Page 6
Exhibits
23.We note that your Exhibit 10.8 Term Loan Credit Agreement contains references to
exhibits and schedules which are not filed. Please file Schedule 7.17 Use of Proceeds and
Schedule 8.11 Permitted Investments, or tell us why you do not believe they are required
to be filed. Refer to Item 601(a)(5) of Regulation S-K.
24.Please file the employment agreement with Mr. Randle, and those that you expect to enter
into with each of Messrs. Ladd Wilks and Matthew Wilks in connection with this
offering, as exhibits to your registration statement. Refer to Item 601(b)(10)(iii)(A) of
Regulation S-K. In addition, please file the Wilks development lease agreement described
on page 154, or tell us why you do not believe it is required to be filed.  Refer to Item
601(b)(10) of Regulation S-K.
            You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or Shannon Buskirk,
Staff Accountant, at (202) 551-3717 if you have questions regarding comments on the financial
statements and related matters. Please contact George K. Schuler at (202) 551-3718 for
engineering related questions. Please contact Kevin Dougherty, Staff Attorney, at (202) 551-
3271 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael S. Telle

CORRESP
1
filename1.htm

CORRESP

 ProFrac Holding Corp.

333 Shops Boulevard, Suite 301

Willow Park, Texas 76087

 March 31, 2022

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Energy & Transportation

100 F Street, N.E.

 Washington, D.C. 20549-3561

Re:
 ProFrac Holding Corp.

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

Filed November 30, 2021

Registration Statement on Form S-1

Filed November 22, 2021

File No. 333-261255

 Ladies and
Gentlemen:

 Set forth below are the responses of ProFrac Holding Corp. (the “Company”,
“we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter dated December 9, 2021, with respect to Amendment No. 1 to the Company’s Registration Statement on Form S-1, File No. 333-261255, submitted to the Commission on November 30, 2021
(“Amendment No. 1”).

 Concurrently with the submission of this letter, we are filing Amendment No. 2 to the
Registration Statement on Form S-1 (“Amendment No. 2”) via EDGAR.

 For your convenience, each response is prefaced
by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 2 to the Registration Statement unless otherwise specified. All capitalized terms used in
this letter that are not defined have the meaning given in Amendment No. 2.

 Form S-1 Filed on November 22, 2021

Summary Historical Consolidated and Combined Financial Data

Non-GAAP Financial Measures, page 30

1.
 We note your response to comment 3 and your renamed non-GAAP measure “Surplus Cash Generation.”
The name of this measure implies that it is a liquidity measure. We issue our prior comment in part. Please rename the title of this non-GAAP measure to more appropriately portray it as a performance measure.

RESPONSE: We have revised pages 32, 84 and elsewhere in Amendment No. 2 to rename this non-GAAP measure to more appropriately portray
it as a performance measure as requested.

 Securities and Exchange Commission

March 31, 2022

 Page 2

 Risk Factors

Our amended and restated certificate of incorporation will designate the Court of Chancery...,page 57

2.
 We note that in the Fourteenth clause of your Amended and Restated Certificate of Incorporation filed as
Exhibit 3.2 you disclose that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. However, such exclusive
forum is not disclosed in your prospectus. Please revise.

 RESPONSE: We have revised pages 62 and
161 of Amendment No. 2 as requested.

 Risks related to the FTSI Acquisition

This offering is not conditioned upon the completion of the FTSI Acquisition or the closing of the New Term Loan, page 64

3.
 We note your disclosure that if you complete the FTSI Acquisition but are unable to close on the New Term
Loan, you expect to fund the FTSI Acquisition with a combination of cash on hand, cash held by FTSI and advances under the equity financing letter, or ECL, which could adversely affect your liquidity. Please disclose the material terms of the ECL,
such as the interest rate, repayment schedule and maturity of any advances under the ECL. Please also file the ECL or tell us why you do not believe this is a material agreement under Item 601(b)(10) of Regulation S-K.

 RESPONSE: We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised
pages 18, 71 and elsewhere in Amendment No. 2 to reflect that the FTSI Acquisition closed on March 4, 2022. Moreover, we funded the FTSI Acquisition, and our associated expenses, with a combination of borrowings under the New Term Loan Credit
Facility and the New ABL Credit Facility, ProFrac LLC’s cash on hand, proceeds from the FTSI Sale Leaseback and subordinated debt financing from THRC Holdings, L.P., a Texas limited partnership that is controlled by Dan Wilks (“THRC
Holdings”) and Equify Financial, LLC, an affiliate of the Wilks. THRC Holdings entered into the ECL to ensure we would have adequate funding to consummate the FTSI Acquisition. Because we did not utilize advances under the ECL to fund the FTSI
Acquisition, we respectfully advise the Staff that we have not included information regarding the material terms of the ECL in Amendment No. 2.

*     *     *     *     *

 Securities and Exchange Commission

March 31, 2022

 Page 3

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Michael S. Telle at (713) 758-2350 or Scott D. Rubinsky at (713) 758-3287, each of Vinson & Elkins L.L.P.

Very truly yours,

PROFRAC HOLDING CORP.

By:

/s/ Lance Turner

Name:

Lance Turner

Title:

Chief Financial Officer

 Enclosures

cc:
 Robert Willette, ProFrac Holding Corp.

Michael S. Telle, Vinson & Elkins L.L.P.

Scott D. Rubinsky, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
December 9, 2021
Brian Uhlmer
Chief Financial Officer
ProFrac Holding Corp.
333 Shops Boulevard, Suite 301
Willow Park, Texas 76087
Re:ProFrac Holding Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 30, 2021
Registration Statement on Form S-1
Filed November 22, 2021
File No. 333-261255
Dear Mr. Uhlmer:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 3, 2021 letter.
Form S-1 filed on November 22, 2021
Summary Historical Consolidated and Combined Financial Data
Non-GAAP Financial Measures, page 30
1.We note your response to comment 3 and your renamed non-GAAP measure “Surplus
Cash Generation.”  The name of this measure implies that it is a liquidity measure. We
issue our prior comment in part.  Please rename the title of this non-GAAP measure to
more appropriately portray it as a performance measure.

 FirstName LastNameBrian  Uhlmer
 Comapany NameProFrac Holding Corp.
 December 9, 2021 Page 2
 FirstName LastName
Brian  Uhlmer
ProFrac Holding Corp.
December 9, 2021
Page 2
Risk Factors
Our amended and restated certificate of incorporation will designate the Court of Chancery...,
page 57
2.We note that in the Fourteenth clause of your Amended and Restated Certificate of
Incorporation filed as Exhibit 3.2 you disclose that the federal district courts of the United
States shall be the exclusive forum for the resolution of any complaint asserting a cause of
action arising under the Securities Act of 1933, as amended. However, such exclusive
forum is not disclosed in your prospectus. Please revise.
Risks related to the FTSI Acquisition
This offering is not conditioned upon the completion of the FTSI Acquisition or the closing of
the New Term Loan, page 64
3.We note your disclosure that if you complete the FTSI Acquisition but are unable to close
on the New Term Loan, you expect to fund the FTSI Acquisition with a combination of
cash on hand, cash held by FTSI and advances under the equity financing letter, or ECL,
which could adversely affect your liquidity. Please disclose the material terms of the ECL,
such as the interest rate, repayment schedule and maturity of any advances under the ECL.
Please also file the ECL or tell us why you do not believe this is a material agreement
under Item 601(b)(10) of Regulation S-K.
            You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or Shannon Buskirk,
Staff Accountant, at (202) 551-3717 if you have questions regarding comments on the financial
statements and related matters. Please contact George K. Schuler at (202) 551-3718 for
engineering related questions. Please contact Kevin Dougherty, Staff Attorney, at (202) 551-
3271 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael S. Telle

CORRESP
1
filename1.htm

CORRESP

 ProFrac Holding Corp.

333 Shops Boulevard, Suite 301

Willow Park, Texas 76087

 November 19,
2021

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Re:
 ProFrac Holding Corp.

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

Submitted October 19, 2021

CIK No. 0001881487

 Ladies and
Gentlemen:

 Set forth below are the responses of ProFrac Holding Corp. (the “Company”,
“we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter dated November 3, 2021, with respect to Amendment No. 1 to Draft Registration Statement on Form S-1, CIK No. 0001881487, submitted to the
Commission on October 19, 2021 (the “Registration Statement”).

 Concurrently with the submission of this
letter, we are filing Amendment No. 2 to Draft Registration Statement on Form S-1 (“Amendment No. 2”) via EDGAR.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to Amendment No. 1 to Draft Registration Statement on Form S-1 unless otherwise specified.

Draft Registration Statement on Form S-1

Summary

 Overview, page 1

1.
 We note your response to comment 2. Please revise your disclosure to clarify why you believe that your
conventional fleets are among the most emissions-friendly in the industry. In that regard, we note that the information provided in your response to comment 2 was not included in your revised disclosure.

RESPONSE: We have revised pages 1 and 73 of Amendment No. 2 as requested.

 Securities and Exchange Commission

November 19, 2021

 Page 2

2.
 We note your response to comment 3 that while you have committed capital to build all three electric-powered
fleets currently under construction prior to having customer contracts in place, in the future you do not expect to commit capital to build additional fleets until you have a customer contract in place. Please disclose this capital allocation
strategy in your filing, or tell us why you believe it is not material. We note that you also disclose on page 2 that you have recently entered into an agreement with U.S. Well Services, Inc. allowing you to acquire up to 20 licenses to construct in-house new, electric-powered hydraulic fracturing fleets utilizing Clean Fleet technology. Beyond the three electric-powered fleets currently under construction, please clarify the extent you expect to build any
additional electric-powered fleets in the near term.

 RESPONSE: We acknowledge the Staff’s comment and
respectfully advise the Staff that we have revised pages 14, 86 and 116 of Amendment No. 2 to explain our capital allocation strategy as requested.

Summary Historical Consolidated and Combined Financial Data

Non-GAAP Financial Measures, page 25

3.
 We note your response to comment 6 and reissue the comment. Specifically, free cash flow is typically
calculated as cash flow from operations as presented in the statement of cash flows under GAAP, less capital expenditures. Additionally, free cash flow is commonly a liquidity measure that we would expect to be reconciled to cash flow from
operations. Since you have identified your non-GAAP measure as a performance measure that is reconciled to net loss under GAAP, the use of “cash flow” in the title may be confusing to investors as it
is inconsistent with the manner in which management uses the measure. Please rename the title of this non-GAAP measure to more appropriately portray it as a performance measure.

RESPONSE: We have revised pages 30, 78 and elsewhere in Amendment No. 2 to rename this
non-GAAP measure as requested.

 Note 8 - Segment Information, page
F-21

4.
 We note from your response to comment 19 that each segment represents a separate business unit that operated
as a standalone company prior to the reorganization of ProFrac Holdings Corp. and continues to have distinct management and discrete financial information. Please expand your disclosure to include information similar to that provided in your
response.

 RESPONSE: We have revised page F-20 of Amendment No. 2 as requested.

ProFrac Holding Corp. Pro Forma Financial Statements, page F-29

5.
 We note your response to comment 20 and partially reissue the comment. Using language which is similar to
that provided in your response, please disclose why the pro forma financial statements do not include adjustments related to the Tax Receivable Agreement.

 Securities and Exchange Commission

November 19, 2021

 Page 3

 RESPONSE: We have revised page F-54 of Amendment No. 2 as requested.

*        *
*        *        *

 Securities and Exchange Commission

November 19, 2021

 Page 4

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Michael S. Telle at (713) 758-2350 or Scott D. Rubinsky at (713) 758-3287, each of Vinson &
Elkins L.L.P.

 Very truly yours,

 PROFRAC HOLDING CORP.

By:

 /s/ Brian Uhlmer

Name:

Brian Uhlmer

Title:

Chief Financial Officer

 Enclosures

cc:
 Robert Willette, ProFrac Holding Corp.

Michael S. Telle, Vinson & Elkins L.L.P.

Scott D. Rubinsky, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
November 3, 2021
Brian Uhlmer
Chief Financial Officer
ProFrac Holding Corp.
333 Shops Boulevard, Suite 301
Willow Park, Texas 76087
Re:ProFrac Holding Corp.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted October 19, 2021
CIK No. 0001881487
Dear Mr. Uhlmer:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
October 7, 2021 letter.
Draft Registration Statement on Form S-1
Summary
Overview, page 1
1.We note your response to comment 2.  Please revise your disclosure to clarify why you
believe that your conventional fleets are among the most emissions-friendly in the
industry.  In that regard, we note that the information provided in your response to
comment 2 was not included in your revised disclosure.

 FirstName LastNameBrian  Uhlmer
 Comapany NameProFrac Holding Corp.
 November 3, 2021 Page 2
 FirstName LastNameBrian  Uhlmer
ProFrac Holding Corp.
November 3, 2021
Page 2
2.We note your response to comment 3 that while you have committed capital to build all
three electric-powered fleets currently under construction prior to having customer
contracts in place, in the future you do not expect to commit capital to build additional
fleets until you have a customer contract in place. Please disclose this capital allocation
strategy in your filing, or tell us why you believe it is not material. We note that
you also disclose on page 2 that you have recently entered into an agreement with U.S.
Well Services, Inc. allowing you to acquire up to 20 licenses to construct in-house new,
electric-powered hydraulic fracturing fleets utilizing Clean Fleet technology. Beyond the
three electric-powered fleets currently under construction, please clarify the extent you
expect to build any additional electric-powered fleets in the near term.
Summary Historical Consolidated and Combined Financial Data
Non-GAAP Financial Measures, page 25
3.We note your response to comment 6 and reissue the comment.  Specifically, free cash
flow is typically calculated as cash flow from operations as presented in the statement of
cash flows under GAAP, less capital expenditures. Additionally, free cash flow is
commonly a liquidity measure that we would expect to be reconciled to cash flow from
operations. Since you have identified your non-GAAP measure as a performance measure
that is reconciled to net loss under GAAP, the use of "cash flow" in the title may be
confusing to investors as it is inconsistent with the manner in which management uses the
measure. Please rename the title of this non-GAAP measure to more appropriately portray
it as a performance measure.
Note 8 - Segment Information, page F-21
4.We note from your response to comment 19 that each segment represents a separate
business unit that operated as a standalone company prior to the reorganization of ProFrac
Holdings Corp. and continues to have distinct management and discrete financial
information.  Please expand your disclosure to include information similar to that
provided in your response.
ProFrac Holding Corp. Pro Forma Financial Statements, page F-29
5.We note your response to comment 20 and partially reissue the comment. Using language
which is similar to that provided in your response, please disclose why the pro forma
financial statements do not include adjustments related to the Tax Receivable Agreement.

 FirstName LastNameBrian  Uhlmer
 Comapany NameProFrac Holding Corp.
 November 3, 2021 Page 3
 FirstName LastName
Brian  Uhlmer
ProFrac Holding Corp.
November 3, 2021
Page 3
            You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or Shannon Buskirk,
Staff Accountant, at (202) 551-3717 if you have questions regarding comments on the financial
statements and related matters. Please contact George K. Schuler at (202) 551-3718 for
engineering related questions. Please contact Kevin Dougherty, Staff Attorney, at (202) 551-
3271 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael S. Telle

United States securities and exchange commission logo
October 7, 2021
Brian Uhlmer
Chief Financial Officer
ProFrac Holding Corp.
333 Shops Boulevard, Suite 301
Willow Park, Texas 76087
Re:ProFrac Holding Corp.
Draft Registration Statement on Form S-1
Submitted September 9, 2021
CIK No. 0001881487
Dear Mr. Uhlmer:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Summary
Overview, page 2
1.You disclose that you are the largest private provider for hydraulic fracturing services in
North America by hydraulic horsepower (“HHP”), with an aggregate installed capacity of
over 1.0 million HHP across 20 conventional fleets, of which, as of June 30, 2021, 13
were active. Please disclose the capacity by HHP of your active fleets, and also provide
support for your statement that you are the largest private provider of hydraulic fracturing
services in North America or characterize this as your belief and provide the basis for this
belief.

 FirstName LastNameBrian  Uhlmer
 Comapany NameProFrac Holding Corp.
 October 7, 2021 Page 2
 FirstName LastNameBrian  Uhlmer
ProFrac Holding Corp.
October 7, 2021
Page 2
2.You disclose that your conventional fleets are among the most emissions-friendly and
capable in the industry. Please provide support for this statement, or otherwise clarify the
statement as a belief and provide your basis for this belief.
3.You disclose that you have three electric-powered fleets under construction and that
the first of these fleets has been contracted with a customer for a one-year term. Please
discuss if you are committing capital to build the other two electric-powered fleets
without customer contract(s), and discuss broadly if you intend to build hydraulic
fracturing fleets primarily under contract or under what criteria you otherwise determine
to build new fleets.
Competitive strengths, page 9
4.You disclose that your fleets equipped with Clean Fleet technology are expected to reduce
the carbon emission footprint of your operations by up to 33% per fleet relative to
conventional diesel frac equipment according to USWS. Please revise to clarify how your
fleets are expected to reduce the carbon emission footprint of your operations by this
amount. In addition, please provide support for this statement, and disclose any material
assumptions. If you are attributing the carbon reduction figures from USWS reports,
please provide your analysis of whether Rule 436 requires that you file the consent of
USWS with regard to this disclosure. See also Securities Act Rules Compliance and
Disclosure Interpretations 233.02.
Business Strategies
Commitment to returns-driven, environmentally-advantaged investments..., page 11
5.You disclose your belief that your ESCs eliminate roughly 90% of idle hours and result in
a reduction of carbon dioxide emissions by up to 24% compared to standard operations in
which engines generally run continuously during a frac job. Please explain whether the
reduction in carbon dioxide emissions is based on your own provision of
hydraulic fracturing services or otherwise explain the basis for these figures.
Summary Historical Consolidated and Combined Financial Data
Non-GAAP Financial Measures, page 25
6.We note that you calculate free cash flow as adjusted EBITDA less net capital
expenditures. This appears to be inconsistent with the definition per question 102.07 of the
Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures.
Please revise to relabel this measure or revise its computation to more accurately reflect
its definition.
7.We note that the reconciliation of your non-GAAP financial measures, free cash flow and
adjusted EBITDA, starts with a non-GAAP financial measure, free cash flow. Please
revise the reconciliation to start with the most directly comparable financial measure
calculated in accordance with GAAP.  Refer to Question 102.10 of the Non-GAAP
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

 FirstName LastNameBrian  Uhlmer
 Comapany NameProFrac Holding Corp.
 October 7, 2021 Page 3
 FirstName LastNameBrian  Uhlmer
ProFrac Holding Corp.
October 7, 2021
Page 3
Risk Factors
In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or
significantly exceed the actual benefits..., page 54
8.We note your disclosure that if you experience a change of control (as defined under the
Tax Receivable Agreement) or the Tax Receivable Agreement terminates early (at your
election or as a result of your breach), ProFrac Holding Corp.’s obligations under the Tax
Receivable Agreement would accelerate and ProFrac Holding Corp. would be required to
make an immediate payment equal to the present value of the anticipated future payments
to be made by it under the Tax Receivable Agreement and such payment is expected to be
substantial.  We also note that you intend to disclose the estimated termination payments
if the Tax Receivable Agreement was terminated immediately after this offering.  Please
revise to also disclose the amount that would become due under the Tax Receivable
Agreement if you experience a change of control under present circumstances, if
estimable.
Use of Proceeds, page 60
9.You disclose that you intend to contribute all of the net proceeds of this offering to
ProFrac LLC in exchange for ProFrac LLC Units, and that ProFrac LLC will use the net
proceeds contributed to it for general corporate purposes, including for the repayment of
debt and to fund growth capital expenditures. If one of the principal purposes of the
offering is to repay debt, please disclose the interest rate and maturity of such
indebtedness. If the indebtedness to be discharged was incurred within one year, describe
the use of the proceeds of such indebtedness other than short-term borrowings used for
working capital. If the other principal purpose is for growth capital expenditures, please
provide a brief outline of any program of construction or addition of equipment.
Alternatively, if there is no current specific plan for the proceeds, or a significant portion
thereof, please state as such and discuss the principal reasons for the offering. Refer to
Item 504 of Regulation S-K.

Factors affecting the comparability of our financial results
Contribution of publicly traded portfolio securities, page 73
10.We note your disclosure that in connection with this offering, the Wilks are expected to
transfer a portfolio of equity and convertible debt securities of various oilfield services
companies to ProFrac LLC. We note also your risk factor on page 57 which discloses your
risk of inadvertently being deemed an investment company. In this regard, please discuss
whether owning publicly traded securities of other oilfield services companies will be a
material part of your business after this offering.

 FirstName LastNameBrian  Uhlmer
 Comapany NameProFrac Holding Corp.
 October 7, 2021 Page 4
 FirstName LastNameBrian  Uhlmer
ProFrac Holding Corp.
October 7, 2021
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 77
11.We note from your disclosure on page 54 that you expect the payments under the Tax
Receivable Agreement will be substantial.  Please revise your liquidity disclosure to
address the Tax Receivable Agreement, including estimated annual payments and how
you intend to fund the required payments under the agreement. Please also disclose the
likely impact on your liquidity from any known trends, events or uncertainties related to
the Tax Receivable Agreement payments.
Business
Properties
Our Reserves, page 104
12.Please report your annual production and sales of frac sand.  See Instruction 3 to Item 102
of Regulation S-K.
13.We note your statement, your sand reserves had an implied average reserve life of 45
years as of December 31, 2020, assuming production at the current rated capacity of 3.0
million tons of frac sand per year.  Please revise this statement as it appears your implied
mine life is based on your annual production.
14.With regard to the proven and probable reserves associated with your mining property, we
will need to review the technical reports and other information that establishes the legal,
technical, and economic feasibility of your materials designated as reserves, as outlined in
paragraph (c) of Industry Guide 7.  These documents should be formatted as Adobe PDF
files. Also, please provide the name and phone number for a technical person whom our
engineer may call, if they have technical questions about your reserves.

Please contact our Mining Engineer, George K. Schuler, at (202) 551-3718 to arrange for
the submission of the information outlined above.
Management, page 114
15.Please disclose the nature of any family relationship between any director or executive
officer. See Item 401(d) of Regulation S-K. Please also disclose any family relationship
between your directors or executive officers and your controlling shareholders Dan and
Farris Wilk.
Executive Compensation, page 117
16.We note that footnote 2 to the 2020 summary compensation table refers to amounts in the
"Option awards" column relating to the aggregate grant date fair value of incentive units.
However, there are no amounts disclosed in the "Option awards" column.  Please revise or
advise.

 FirstName LastNameBrian  Uhlmer
 Comapany NameProFrac Holding Corp.
 October 7, 2021 Page 5
 FirstName LastNameBrian  Uhlmer
ProFrac Holding Corp.
October 7, 2021
Page 5
Notes to the Consolidated and Combined Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-9
17.You disclose that the price of your stimulation services typically includes an equipment
charge and product charges for proppant, chemicals, and other products consumed while
providing your service.  Revise to disclose how you allocate the transaction price to
performance obligations.  Additionally, disclose your significant payment terms.  Refer to
ASC 606-10-50-12(b), 50-17 and 50-20.
18.We note your cross reference to Segment Information for disaggregated revenue
disclosures.  Please tell us what consideration was given to also separately disclosing
product revenue and service revenue by segment, as well as similar disclosures on 'point-
in-time' versus 'over time' revenues.  Tell us how you considered the guidance in ASC
606-10-50-5 through 7 and ASC 606-10-55-89 through 91 in reaching your conclusion.
Note 8 - Segment Information, page F-21
19.We note your disclosure of various factors that you used to identify your segments.
Provide us with additional information and tell us how you considered disclosing the basis
of your internal structure, how you are organized, whether operating segments have been
aggregated and the types of products and services from which you derive your revenues.
 Refer to ASC 280-10-50-21.
ProFrac Holding Corp. Pro Forma Financial Statements, page F-29
20.Please include a discussion of the impact of the Tax Receivable Agreement in your pro
forma financial statements.  If you do not intend to include pro forma adjustments related
to the Tax Receivable Agreement, please disclose why not.
General
21.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.

 FirstName LastNameBrian  Uhlmer
 Comapany NameProFrac Holding Corp.
 October 7, 2021 Page 6
 FirstName LastName
Brian  Uhlmer
ProFrac Holding Corp.
October 7, 2021
Page 6
            You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding comments on the
financial statements and related matters.  Please contact George K. Schuler at (202) 551-3718 for
engineering related questions. Please contact Kevin Dougherty, Staff Attorney, at (202) 551-
3271 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael S. Telle