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  FLOWCO HOLDINGS INC.

1300 Post Oak Blvd., Suite 450

Houston, Texas 77056

April 13, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

Attention: Claudia Rios

Re:	Flowco Holdings Inc.

	Registration Statement on Form S-3

	Filed April 2, 2026

	File No. 333-294841

Dear Ms. Rios:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Flowco Holdings Inc. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-294841 (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 12:00 P.M., Washington, D.C. time, on April 15, 2026, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform David Buck of Sidley Austin LLP at (713) 495-4521 or John Stribling of Sidley Austin LLP at (713) 495-4673.

Very truly yours,

/s/ Joseph R. Edwards

Joseph R. Edwards

President and Chief Executive Officer

cc: 	David C. Buck, Sidley Austin LLP

	John W. Stribling, Sidley Austin LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2026

Joseph R. Edwards
Chief Executive Officer
Flowco Holdings Inc.
1300 Post Oak Blvd., Suite 450
Houston, Texas 77056

 Re: Flowco Holdings Inc.
 Registration Statement on Form S-3
 Filed April 2, 2026
 File No. 333-294841
Dear Joseph R. Edwards:

 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 Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: John W. Stribling, Esq.
</TEXT>
</DOCUMENT>

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 FLOWCO HOLDINGS INC. 1300 Post Oak Blvd., Suite 450 Houston, Texas 77056 February 6, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attention: Jan Woo Re: Flowco Holdings Inc. Registration Statement on Form S-3 Filed February 4, 2026 File No. 333-293202 Dear Ms. Woo: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Flowco Holdings Inc. (the “ Company ”), hereby requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-293202 (the “ Registration Statement ”) be accelerated so that the Company’s Registration Statement will become effective at 12:00 P.M., Washington, D.C. time, on February 10, 2025, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform David Buck of Sidley Austin LLP at (713) 495-4521 or John Stribling of Sidley Austin LLP at (713) 495-4673. Very truly yours, /s/ Joseph R. Edwards Joseph R. Edwards President and Chief Executive Officer cc: David C. Buck, Sidley Austin LLP John W. Stribling, Sidley Austin LLP

February 5, 2026
Joseph R. Edwards
President and Chief Executive Officer
Flowco Holdings Inc.
1300 Post Oak Blvd., Suite 450
Houston, Texas 77056
Re:Flowco Holdings Inc.
Registration Statement on Form S-3
Filed February 4, 2026
File No. 333-293202
Dear Joseph R. Edwards:
            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 Jan Woo at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:John W. Stribling

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 SIDLEY AUSTIN LLP

 1000 LOUISIANA STREET

SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 January 13, 2025

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Melissa Kindelan; Christine Dietz

 
 Matthew Crispino; Jan Woo

Re:
 Flowco Holdings Inc.

 
 Registration Statement on Form S-1

 
 Submitted January 7, 2025

 
 CIK No. 0002035149

Ladies and Gentlemen:

 On behalf of Flowco
Holdings Inc. (the “Company”), set forth below are the responses of the Company to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) by letter dated
January 10, 2025 (the “Comment Letter”) with respect to the registration statement on Form S-1 submitted by the Company on January 7, 2025 (the “Registration
Statement”).

 For the convenience of the Staff’s review, we have set forth below the comment contained in the Comment
Letter, followed by the Company’s responses thereto. The numbered paragraph below correspond to the numbered comment in the Comment Letter. Concurrently with this letter, the Company is submitting Amendment No. 4 to the Registration
Statement (“Amendment No. 4”), which includes revisions to the Registration Statement in response to the Staff’s comments thereto. Capitalized terms used herein but not otherwise defined shall have the
meanings ascribed to such terms in Amendment No. 4.

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

 Use of Proceeds

1.
 We note your disclosure here and throughout the filing that net proceeds will be used to repay indebtedness,
redeem Flowco LLC interests and for general corporate purposes. Based on the pro forma balance sheet on page 76 it appears that the net proceeds were used entirely for repaying indebtedness and purchasing the LLC interests with no remaining
proceeds for general corporate purposes. Please advise or revise.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 15, 21-22, 62, 66, 84 and 147.

Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other
Sidley Austin partnerships.

 January 13, 2025

  Page
 2

 Capitalization

2.
 You disclose the number of Class A and Class B shares outstanding, as adjusted are 22,033,981 and
65,879,237, respectively, which is not consistent with the number of shares noted in the Offering disclosures on page 20. Please revise or advise.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 67.

Unaudited Pro Forma Condensed Consolidated Financial Information

Pro forma adjustments to the condensed consolidated balance sheet

3.
 You state that adjustment (5) reflects the issuance of 22,007,588 shares of Class A common stock
as consideration for the Blocker Mergers. However, based on your disclosures on page 15, it appears that 4,207,588 shares of Class A common stock were issued for the mergers of the Blocker Companies and 17,800,000 shares will be issued in
this offering. Please revise to clarify the description of this adjustment or advise.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly on page 81.

4.
 We note adjustment (5) reflects the incremental compensation for existing profit units that will vest
as well as RSUs that you expect to issue in connection with the offering. Please revise to disclose how the adjustment amounts were derived as well as what the vesting and other pertinent terms of the RSUs will be.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure for adjustment
(5) accordingly on page 84-85 to include how the adjustment amounts were derived and the vesting terms of the RSUs.

* * *

 January 13, 2025

  Page
 3

 Please do not hesitate to contact the undersigned at (713)
495-4521 or John Stribling at (713) 495-4673 with any questions you may have regarding this confidential submission.

Very truly yours,

/s/ David Buck

David C. Buck

cc:
 Joseph R. Edwards, Chief Executive Officer, Flowco Holdings Inc.

 
 Ryan J. Maierson, Latham & Watkins LLP

 
 Nick S. Dhesi, Latham & Watkins LLP

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 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179

Jefferies LLC

 520 Madison Avenue

New York, New York 10022

 Piper Sandler & Co.

1251 Avenue of the Americas

 New York, New York 10020

January 13, 2025

 Via EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Technology

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Melissa Kindelan; Christine Dietz;

Matthew Crispino; Jan Woo

Re:
 Flowco Holdings Inc.

 
 Registration Statement on Form S-1

 
 File No. 333-283663

 
 Acceleration Request

 
 Requested Date: January 15, 2025

 
 Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), we, as the representatives of the several underwriters (the “Representatives”), hereby join in the request of Flowco Holdings Inc., a Delaware
corporation (the “Company”), that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time,
on January 15, 2025, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Sidley Austin LLP, may request by telephone to the staff of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Securities Act, we, as the Representatives, wish to advise you that we will take reasonable steps to secure
adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the above-referenced Registration Statement.

We, the undersigned Representatives, hereby represent that we are in compliance and will comply, and we have been informed by the other
participating underwriters that they are in compliance and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the offering.

Very truly yours,

J.P. MORGAN SECURITIES LLC

JEFFERIES LLC

PIPER SANDLER & CO.

As Representatives of the several underwriters

J.P. MORGAN SECURITIES LLC

By:

/s/ Lucy Brash

Name: Lucy Brash

Title:  Managing Director

JEFFERIES LLC

By:

/s/ Andrew Picoli

Name: Andrew Picoli

Title:  Managing Director

PIPER SANDLER & CO.

By:

/s/ Terry Padden

Name: Terry Padden

Title:  Managing Director

 SIGNATURE PAGE

UNDERWRITERS’ ACCELERATION REQUEST LETTER

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 FLOWCO HOLDINGS INC.

1300 Post Oak Blvd., Suite 450

Houston, TX 77056

 January 13, 2025

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Attention:

Melissa Kindelan; Christine Dietz; Matthew Crispino; Jan Woo

 Re:

Flowco Holdings Inc.

Registration Statement on Form S-1 (File No. 333-283663)

 Ladies and Gentlemen:

In accordance with Rule 461 of under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-1, as amended (File No. 333-283663) (the “Registration Statement”) of Flowco Holdings Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on January 15, 2025, or as soon thereafter as practicable, or at such other time thereafter as
the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm
that event with our counsel, Sidley Austin LLP, by calling David Buck at (713) 495-4521.

 We
understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities
covered by the Registration Statement. If you have any questions regarding the foregoing, please contact David Buck of Sidley Austin LLP at the number set forth above.

Thank you for your assistance in this matter.

[Signature Page Follows]

 January 13, 2025

 Page
 2

Very truly yours,

FLOWCO HOLDINGS INC.

By: 

/s/ Joseph R. Edwards

Name:

Joseph R. Edwards

Title:

Chief Executive Officer

cc:
 (via email)

Jon Byers, Chief Financial Officer, Flowco Holdings Inc.

Joel Lambert, General Counsel, Flowco Holdings Inc.

David Buck, Esq., Sidley Austin LLP

John Stribling, Esq., Sidley Austin LLP

January 10, 2025
Joseph R. Edwards
Chief Executive Officer
Flowco Holdings Inc.
1300 Post Oak Blvd., Suite 450
Houston, Texas 77056
Re:Flowco Holdings Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed January 7, 2025
File No. 333-283663
Dear Joseph R. Edwards:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Use of Proceeds, page 66
1.We note your disclosure here and throughout the filing that net proceeds will be used
to repay indebtedness, redeem Flowco LLC interests and for general corporate
purposes. Based on the pro forma balance sheet on page 76 it appears that the net
proceeds were used entirely for repaying indebtedness and purchasing the LLC
interests with no remaining proceeds for general corporate purposes. Please advise or
revise.
Capitalization, page 67
2.You disclose the number of Class A and Class B shares outstanding, as adjusted are
22,033,981 and 65,879,237, respectively, which is not consistent with the number of
shares noted in the Offering disclosures on page 20. Please revise or advise.

January 10, 2025
Page 2
Unaudited Pro Forma Condensed Consolidated Financial Information
Pro forma adjustments to the condensed consolidated balance sheet, page 81
3.You state that adjustment (5) reflects the issuance of 22,007,588 shares of Class A
common stock as consideration for the Blocker Mergers. However, based on your
disclosures on page 15, it appears that 4,207,588 shares of Class A common stock
were issued for the mergers of the Blocker Companies and 17,800,000 shares will be
issued in this offering. Please revise to clarify the description of this adjustment or
advise.
Pro forma adjustments to the condensed consolidated statement of operations, page 84
4.We note adjustment (5) reflects the incremental compensation for existing profit units
that will vest as well as RSUs that you expect to issue in connection with the offering.
Please revise to disclose how the adjustment amounts were derived as well as what the
vesting and other pertinent terms of the RSUs will be.
            Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at 202-551-3408
if you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:John Stribling

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CORRESP

 SIDLEY AUSTIN LLP

 1000 LOUISIANA
STREET

 SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 December 20, 2024

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Melissa Kindelan; Christine Dietz

 
 Matthew Crispino; Jan Woo

Re:
 Flowco Holdings Inc.

 
 Registration Statement on Form S-1

 
 Submitted December 6, 2024

 
 CIK No. 0002035149

Ladies and Gentlemen:

 On behalf of Flowco
Holdings Inc. (the “Company”), set forth below are the responses of the Company to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) by letter dated
December 17, 2024 (the “Comment Letter”) with respect to the registration statement on Form S-1 submitted by the Company on December 6, 2024 (the “Registration
Statement”).

 For the convenience of the Staff’s review, we have set forth below the comment contained in the Comment
Letter, followed by the Company’s responses thereto. The numbered paragraph below correspond to the numbered comment in the Comment Letter. Concurrently with this letter, the Company is submitting Amendment No. 1 to the Registration
Statement (“Amendment No. 1”), which includes revisions to the Registration Statement in response to the Staff’s comments thereto. Capitalized terms used herein but not otherwise defined shall have the
meanings ascribed to such terms in Amendment No. 1.

 Registration Statement on Form S-1

Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial
Measures

 EBITDA and Adjusted EBITDA, page 93

1.
 We note your revised disclosure on page 95 in response to prior comment 2. Please

 Sidley Austin (TX) LLP is
a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 December 20, 2024

  Page
 2

revise to limit this discussion to your measure of segment profit or loss, which you have stated is adjusted EBITDA. In this regard, it would appear that perhaps you disclose the changes in net
income, depreciation and amortization, and the provision for income taxes on a segment basis in an effort to reconcile to the change in segment adjusted EBITDA. Such reconciliation is not required for segment adjusted EBITDA as the measure of
segment profit or loss is not a non-GAAP measure and therefore this information is not required and should not be included. Refer to Question 104.01 of the non-GAAP
C&DIs.

Response:
 The Company respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly on
page 95.

 * * *

Please do not hesitate to contact the undersigned at (713) 495-4521 or John Stribling at (713) 495-4673 with any questions you may have regarding this confidential submission.

Very truly yours,

 /s/ David Buck  

David C. Buck

cc:
 Joseph R. Edwards, Chief Executive Officer, Flowco Holdings Inc.

Ryan J. Maierson, Latham & Watkins LLP

Nick S. Dhesi, Latham & Watkins LLP

December 17, 2024
Joseph R. Edwards
Chief Executive Officer
Flowco Holdings Inc.
1300 Post Oak Blvd., Suite 450
Houston, Texas 77056
Re:Flowco Holdings Inc.
Registration Statement on Form S-1
Filed December 6, 2024
File No. 333-283663
Dear Joseph R. Edwards:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 20,
2024 letter.
Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA, page 93
We note your revised disclosure on page 95 in response to prior comment 2. Please
revise to limit this discussion to your measure of segment profit or loss, which you
have stated is adjusted EBITDA. In this regard, it would appear that perhaps you
disclose the changes in net income, depreciation and amortization, and the provision
for income taxes on a segment basis in an effort to reconcile to the change in segment
adjusted EBITDA. Such reconciliation is not required for segment adjusted EBITDA
as the measure of segment profit or loss is not a non-GAAP measure and therefore 1.

December 17, 2024
Page 2
this information is not required and should not be included. Refer to Question 104.01
of the non-GAAP C&DIs.
            Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at 202-551-3408
if you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:John Stribling

CORRESP
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Response Letter

 SIDLEY AUSTIN LLP

 1000 LOUISIANA STREET

SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 December 6, 2024

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Melissa Kindelan; Christine Dietz

 
 Matthew Crispino; Jan Woo

Re:
 Flowco Holdings Inc.

 
 Draft Registration Statement on Form S-1

 
 Submitted August 30, 2024

 
 CIK No. 0002035149

Ladies and Gentlemen:

 On behalf of Flowco
Holdings Inc. (the “Company”), set forth below are the responses of the Company to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) by letter dated
November 20, 2024 (the “Comment Letter”) with respect to the draft registration statement on Form S-1 submitted by the Company on August 30, 2024 and the amendments to the
registration statement on Form S-1 submitted by the Company on October 11, 2024 and November 8, 2024 (the “Draft Registration Statement”).

For the convenience of the Staff’s review, we have set forth below the comments contained in the Comment Letter, followed by the
Company’s responses thereto. The numbered paragraphs below correspond to the numbered comments in the Comment Letter. Concurrently with this letter, the Company is submitting Amendment No. 3 to the Draft Registration Statement
(“Amendment No. 3”), which includes revisions to the Draft Registration Statement in response to the Staff’s comments thereto. Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to such terms in Amendment No. 3.

 Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley
Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 December 6, 2024

  Page
 2

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

 Liquidity and Capital Resources

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..

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly on pages 95-96.

 Flowco MergeCo LLC

Unaudited Condensed Consolidated Financial Statements

Note 15 – Segment Information

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.

Response:
 The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page F-35 to correctly state that for the interim period ended, the CODM reviews segment adjusted EBITDA as the measure of segment profit or loss. The Company has also revised its disclosure on pages 94-95 to revise its
disclosure within the interim MD&A. Lastly, the Company has revised its disclosure on page F-60 to discuss changes to the measure of profit and loss reviewed by the CODM during the interim period ended
September 30, 2024 as discussed further in comment response 3. The Company confirms our segment measure of profit or loss is segment adjusted EBITDA subsequent to year end and has revised its disclosures to provide consistency 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.

Response:
 The Company respectfully acknowledges the Staff’s comment and confirms the segment measure of profit or
loss reviewed by the CODM has changed and is now segment adjusted EBITDA. The Company considered the guidance within ASC
280-10-50-36 which states that restatement is not required to reflect a change in measurement of segment profit and loss. The
change in the measurement of segment and profit and loss was evaluated as part of the 2024 Business Combination and as such, the Company elected not to restate the annual financial statements. The Company has updated its

 December 6, 2024

  Page
 3

disclosure on page F-60 in accordance with ASC
280-10-50-29(d) to discuss the nature and effect for the change in the measurement of segment profit and loss from income from
operations used by the CODM for the year ended December 31, 2023 to segment adjusted EBITDA for the interim period ended September 30, 2024. The change is consistent with how the CODM currently evaluates the results of the combined
business and makes strategic decisions about the business. We have, however, recast the comparative period to reflect the new measurement of profit and loss for the nine months ended September 30, 2023. For these reasons, the Company believes
that segment adjusted EBITDA represents the most relevant measure of segment profit and loss for the nine months ended September 30, 2024.

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.

Response:
 The Company respectfully acknowledges the Staff’s comment and confirms that our CODM no longer reviews
income from operations and only reviews segment adjusted EBITDA. The Company has revised our disclosure within the interim MD&A for segment adjusted EBITDA as discussed in comment 2 and 3 above.

* * *

 December 6, 2024

  Page
 4

 Please do not hesitate to contact the undersigned at (713)
495-4521 or John Stribling at (713) 495-4673 with any questions you may have regarding this confidential submission.

Very truly yours,

 /s/ David Buck

David C. Buck

cc:
 Joseph R. Edwards, Chief Executive Officer, Flowco Holdings Inc.

Ryan J. Maierson, Latham & Watkins LLP

Nick S. Dhesi, Latham & Watkins LLP

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

October 25, 2024
Joseph R. Edwards
Chief Executive Officer
Flowco Holdings Inc.
10370 Richmond Ave., Suite 1325
Houston, Texas 77042
Re:Flowco Holdings Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 15, 2024
CIK No. 0002035149
Dear Joseph R. Edwards:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 27, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022, page 85
1.We note your revised disclosure in response to prior comment 11. Please further
revise to discuss the results of each segment's income from operations.

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

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

September 27, 2024
Joseph R. Edwards
Chief Executive Officer
Flowco Holdings Inc.
10370 Richmond Ave., Suite 1325
Houston, Texas 77042
Re:Flowco Holdings Inc.
Draft Registration Statement on Form S-1
Submitted August 30, 2024
CIK No. 0002035149
Dear Joseph R. Edwards:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Cover Page
1.Please disclose on the cover page whether your offering is contingent upon final approval
of your listing on the NYSE.
Prospectus Summary, page 1
2.Please provide a summary of the Stockholders Agreement, including certain shareholders'
rights to designate directors, in the prospectus summary.  Also add a risk factor discussing
the uncertainties and impact of the Stockholders Agreement on investors.

September 27, 2024
Page 2
Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Other
Data, page 24
3.We note the results for the year ended December 31, 2022 fall under the header for
Flowco Holdings Inc. Pro Forma; however, they appear to relate to Flowco LLC
Historical. Please advise or revise accordingly.
Risk Factors
We are subject to risks relating to existing international operations..., page 33
4.We note your disclosure that you expect sales from outside the United States to continue
to represent a significant and growing portion of your revenue. Please revise to disclose
the percentage of your revenue generated from sales outside of the United States for each
period presented in the financial statements.
Use of Proceeds, page 64
5.We note your reference to the repayment of debt. 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. Also, disclose the maturity of the
indebtedness you intend to repay with proceeds from this offering. See Instruction 4
to Item 504 of Regulation S-K.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 71
6.You state that the historical financial information has been adjusted to give effect to
events that are directly attributable and factually supportable. This language relates to
legacy pro forma guidance that was superseded by SEC Release No. 33-10786. Please
revise to remove this language.
Notes to unaudited pro forma condensed consolidated balance sheet, page 76
7.You disclose in adjustment (3) regarding the Tax Receivable Agreement (“TRA”) that the
pro forma financial information assumes that no redemptions or exchanges of LLC
interests have occurred. Please revise to include a quantified discussion of the potential
payments due under the TRA assuming exchange of all LLC interests. Also, disclose the
factors that may impact such amounts, such as the market price of your stock at the time
of exchange and the prevailing federal tax rate. Similar disclosures should be made to the
Liquidity and Capital Resources discussion.
Notes to unaudited pro forma condensed consolidated statement of operations, page 78
8.We note adjustment (2) on page 79 represents the removal of one-time transaction costs
incurred in connection with the 2024 Business Combination which have been adjusted
from the period incurred into the earliest period presented. Please revise to remove this
adjustment as actual costs incurred should not be adjusted to be reflected in a different
period.

September 27, 2024
Page 3
9.We note adjustment (6) on page 80 will reflect incremental compensation for carried
interest units that will vest in connection with the transactions. Please revise to further
explain what these carried interest units relate to and whether they are those discussed on
page 128. Also, revise to disclose the incremental compensation cost you expect to record
in the appropriate financial statement footnote.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Performance, page 82
10.We note your disclosure on page 30 that the loss of one or more significant customers
could have an adverse impact on your financial results. You also disclose on page 85 that
revenue increased due to an increase in active systems. Please revise to disclose the
metrics management uses to manage the business or other measures that would provide
for a better understanding and evaluation of your operations. These may include the
number of customers, significant customers, or number of active systems. Refer to SEC
Release No. 33-10751.
Results of Operations, page 84
11.You disclose that the results of operations are evaluated by the Chief Executive Officer on
a consolidated basis as well as a segment level. Please revise to include a discussion of the
segment results or tell us why you do not believe such discussion would be necessary to
an understanding of the business. Refer to Item 303(b) of Regulation S-K.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022, page 85
12.You disclose that the increase in service revenue was due to an increase in active systems,
improved pricing and evolved systems mix. Please revise to quantify the extent to which
each factor contributed to the overall change in revenue. Refer to Item 303(b) of
Regulation S-K.
13.You disclose that the increase in revenue-sales was primarily due to an increase
in package sales to third parties. Please revise to explain what package sales are and
describe the underlying reason for increase.
Liquidity and Capital Resources, page 87
14.You disclose the Prior Estis Credit Facility was refinanced effective August 20, 2024, by
the Credit Agreement that has a maturity date of August 20, 2029. Please revise to further
disclose the repayment terms and interest rate under the new agreement. Refer to Section
IV of SEC Release 33-8350.
Critical Accounting Estimates, page 88
15.We note that you include revenue recognition, allowance for credit losses, useful lives of
property, plant and equipment and contingencies, in your list of significant estimates used
in the preparation of the financial statements; however, you do not discuss these items
further. For those policies you have deemed to be critical accounting policies, please
revise to provide qualitative and quantitative information necessary to understand the
estimation uncertainty and impact these have on the financial statements. Refer to Item
303(b)(3) of Regulation S-K.

September 27, 2024
Page 4
Industry Overview, page 93
16.We note your statement that certain statistical and graphical information contained in this
prospectus was provided to you by Rystad Energy. To the extent any data relates to
publications, surveys or reports commissioned by you for use in connection with this
registration statement, please file the consent of Rystad Energy pursuant to Rule 436 of
the Securities Act as an exhibit to the registration statement or tell us why you believe you
are not required to do so.
Patents, Trademarks and Other Intellectual Property, page 114
17.To the extent that you consider any of your individual patents material to your business,
please disclose the specific products to which such patents relate, whether they are owned
or licensed, the type of patent protection you have, the expiration dates, the applicable
jurisdictions where protected and whether there are any contested proceedings or third-
party claims.
Description of Capital Stock, page 146
18.You state that holders of shares of your Class B common stock will vote together with
holders of your Class A common stock as a single class on all matters presented to your
stockholders for their vote or approval, except for certain amendments to your amended
and restated certificate of incorporation or as otherwise required by applicable law.
Please discuss the circumstances under applicable law or your charter that would allow
for a separate class vote for holders of Class A common stock.
Flowco MergeCo LLC
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-15
19.You disclose that compressors are rented to customers for use at their oil and gas facilities
under contracts covering 1 to 3 years, which are accounted for under ASC 606. Please tell
us how you considered whether these contracts contain a lease and should be accounted
for under ASC 842.
20.You disclose for sales of equipment that revenue is recognized during the period in which
fabrication of the equipment is completed or the period in which equipment was requested
by the customer, whichever is later; or when the equipment is ready for delivery. Please
tell us and revise to clarify how you determined that control is transferred to the customer
when each of these instances occurs in the respective arrangements. Refer to ASC 606-10-
25-25.
Note 10. Share-based Compensation, page F-24
21.You disclose upon the occurrence of a change in control transaction, all of the class B
units that have not yet vested will vest in full. Please revise to disclose whether the
pending Transactions in this offering will result in a change of control under these terms.
Further, tell us whether these awards relate to the carried interest unit adjustment (6) on
page 80.

September 27, 2024
Page 5
22.You disclose that 950,833 profit units were granted during 2022 and 2023; however, the
tables on page F-25 do not reflect any grants in those periods. Please revise to address this
apparent inconsistency or clarify your disclosures.
Flowco Production Solutions, L.L.C.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-35
23.We note your disclosure that revenue is recognized from the sale of services upon
completion of the service which occurs within a short period of time from contract
inception. Please revise to clarify the types of services offered and the typical amount of
time over which they are provided.
24.You disclose that revenue from the sale of goods is recognized at a point in time upon
transfer of control of the product. Please revise to disclose when the transfer of control
occurs.
Flogistix LP
Note 11 - Revenue from Contracts with Customers, page F-79
25.You disclose that field service revenue is generated by leasing compressor packages to
customers to use at their oil and gas facilities, which you appear to account for under ASC
606. Please tell us how you considered whether these contracts contained a lease and
should be accounted for under ASC 842.
26.You disclose that revenue from the sale of compressor and fabricated equipment and
aftermarket part sales and services is recognized upon transfer of control. Please revise to
disclose when the transfer of control occurs.
Item 16. Exhibits and financial statements, page II-3
27.Please file any material lease agreements and employment agreements with your
executive officers as exhibits to the registration statement.
General
28.Please supplementally provide us with 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, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
            Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at 202-551-3408 if
you have questions regarding comments on the financial statements and related matters. Please
contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology

September 27, 2024
Page 6
cc:John Stribling