SEC Form POS EX filed by ProFrac Holding Corp.

As filed with the Securities and Exchange Commission on March 13, 2025

Registration No. 333-266465

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 3

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1993

ProFrac Holding Corp.

(Exact name of registrant as specified in its charter)

333 Shops Boulevard, Suite 301

Willow Park, Texas

(254) 776-3722

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Austin Harbour

Chief Financial Officer

Steven Scrogham

Chief Legal Officer, Chief Compliance Officer & Corporate Secretary

333 Shops Boulevard, Suite 301

Willow Park, Texas

(254) 776-3722

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to

Samuel P. Williams, Esq.

James E. Bedar, Esq.

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

(617) 856-8200

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission (the “Commission”) in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Post-Effective Amendment No. 3 (this “Amendment”) to the Registration Statement on Form S-1 of ProFrac Holding Corp. (File No. 333-266465), initially filed on August 2, 2022 and declared effective by the Commission on August 5, 2022 (the “Registration Statement”), is being filed as an exhibit-only filing solely to file (i) a consent of Grant Thornton LLP, filed herewith as Exhibit 23.6 (the “Grant Thornton Consent”), with respect to its reports dated March 10, 2025 relating to the financial statements and internal control over financial reporting of ProFrac Holding Corp. contained in the Annual Report on Form 10-K of ProFrac Holding Corp. for the year ended December 31, 2024 and included in the Prospectus Supplement dated March 13, 2025 filed pursuant to Rule 424(b)(3), and (ii) a consent of KPMG LLP, filed herewith as Exhibit 23.7 (the “KPMG Consent”), with respect to its report dated March 22, 2023 relating to the consolidated financial statements of Flotek Industries, Inc., not included herein, which report appears in the March 10, 2025 annual report on Form 10-K of ProFrac Holding Corp. and in the Prospectus Supplement dated March 13, 2025 filed pursuant to Rule 424(b)(3). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Grant Thornton Consent and the KPMG Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

Part II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

(a) Exhibits

The following exhibits are filed herewith or incorporated by reference herein:

* Filed herewith. 

** Previously filed. 

# Compensatory plan or arrangement. 

† The schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request. 

^ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Willow Park, State of Texas, on March 13, 2025.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on March 13, 2025.