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United States securities and exchange commission logo





                             April 8, 2024

       Quinn P. Fanning
       Chief Financial Officer
       Expro Group Holdings N.V.
       1311 Broadfield Boulevard
       Suite 400
       Houston, TX 77084

                                                        Re: Expro Group
Holdings N.V.
                                                            Form 10-K for the
Year Ended December 31, 2023
                                                            Form 8-K filed
February 21, 2024
                                                            File No. 001-36053

       Dear Quinn P. Fanning:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-K for the Year Ended December 31, 2023

       Item 7. Management   s Discussion and Analysis of Financial Condition
and Results of
       Operations
       Non-GAAP Financial Measures, page 36

   1.                                                   In footnote (2) to the
Adjusted EBITDA reconciliation, you disclose    Excluding $35.9
                                                        million of
unrecoverable LWI-related costs during the year ended December 31, 2023,
                                                        Adjusted EBITDA would
have been $284.8 million and Adjusted EBITDA margin would
                                                        have been 18.8%.
Excluding $27.7 million of unrecoverable LWI-related costs during the
                                                        year ended December 31,
2022, Adjusted EBITDA would have been $233.9 million and
                                                        Adjusted EBITDA margin
would have been 18.3%.    Similar disclosure is included in
                                                        pages 35, 39, 41 and
42. Please tell us how you determined the amount of unrecoverable
                                                        LWI-related costs
included in this disclosure and which financial statement line item these
                                                        costs are included.
Considering unrecoverable LWI-related costs during the year ended
                                                        December 31, 2023 and
LWI start-up and commissioning costs on a large subsea project
 Quinn P. Fanning
FirstName   LastNameQuinn
Expro Group    Holdings N.V.P. Fanning
Comapany
April       NameExpro Group Holdings N.V.
       8, 2024
April 28, 2024 Page 2
Page
FirstName LastName
         during the year ended December 31, 2022, appear to be normal,
operating expenses
         necessary to operate your business, please explain to us how exclusion
of these costs are
         appropriate. Refer to Question 100.01 of the Non-GAAP Financial
Measures Compliance
         and Disclosure Interpretations. Please revise or advise.
2.       You present Adjusted EBITDA Margin on a consolidated basis without
also presenting
         the most directly comparable GAAP margin. Please expand your
presentation to include a
         presentation of the most directly comparable GAAP measure as required
by Item
         10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the
Non-GAAP Financial
         Measures Compliance and Disclosure Interpretations.
3.       We note on page 34, you disclose management believes Adjusted Cash
Flow from
         Operations is a useful tool to measure the operating cash performance
of the Company as
         it excludes exceptional payments, interest payments and non-cash
charges not related to
         your core operating activities and allows more meaningful analysis of
the trends and
         performance of your core operations. Please address the following:

                Clarify what you have determined to be an    exceptional
payment    and which
              adjustments included in your calculation are exceptional
payments.
                You disclose adjusted cash flow from operations excludes
non-cash charges not
              related to your core operating activities. Please clarify where
non-cash amounts are
              included in the adjustments to this measure.
                We note the description of the adjustments indicate cash
payment for interest,
              severance and other expense, and merger and integration expenses.
Considering these
              charges appear to require cash settlement, tell us how you
considered the prohibitions
              of Item 10(e)(1)(ii)(A) of Regulation S-K when presenting this
measure. Please
              revise or advise.
Results of Operations for the years ended December 31, 2023, 2022 and 2021
Year ended December 31, 2023 compared to the year ended December 31, 2022
Severance and other expense, page 43

4.       You state here that the increase in severance and other expense was
primarily attributable
         to unrecoverable LWI-related costs and a change in the fair value of
deferred
         consideration. Please clarify how LWI -related costs impact the
severance and other
         expenses during the periods presented and revise your disclosures as
appropriate.
Item 8. Financial Statements and Supplementary Data
Consolidated Statement of Operations, page 55

5.       We note you derive revenue from services and product sales. Please
separately present
         product sales and services and related cost of revenue on the face of
your statements of
         operations pursuant to Rule 5-03(b)(1) and (2) of Regulation S-X and
revise your
         discussions in MD&A accordingly or demonstrate to us why they are not
required.
 Quinn P. Fanning
Expro Group Holdings N.V.
April 8, 2024
Page 3
Form 8-K filed February 21, 2024

Exhibit 99.1
Use of Non-GAAP Financial Measures, page 7

6.       Considering the comments 1 through 3 above, please revise the
applicable non-GAAP
         measures and related disclosures as appropriate.
Contribution, Contribution Margin and Support Costs, page 14

7.       You present the contribution margin on a consolidated basis without
also presenting the
         most directly comparable GAAP gross margin. Please expand your
presentation to include
         a presentation of the most directly comparable US GAAP measure as
required by Item
         10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the
Non-GAAP Financial
         Measures Compliance and Disclosure Interpretations.
Reconciliation of Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per
Diluted
Share, page 17

8.       Please provide a reconciliation of the non-GAAP Adjusted net income
(loss) per share to
         GAAP net income (loss) per share. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K and
         Question 102.05 of the Compliance and Disclosure Interpretations on
Non-GAAP
         Financial Measures.
       In closing, 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 Myra Moosariparambil at 202-551-3796 or Raj Rajan at
202-551-3388
with any questions.



FirstName LastNameQuinn P. Fanning                           Sincerely,
Comapany NameExpro Group Holdings N.V.
                                                             Division of
Corporation Finance
April 8, 2024 Page 3                                         Office of Energy &
Transportation
FirstName LastName
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