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Ring Energy, Inc.

1725 Hughes Landing Blvd., Suite 900

The Woodlands, TX 77380

Telephone: 281-397-3699

June 1, 2023

VIA EDGAR AND OVERNIGHT COURIER

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Jennifer O’Brien, Staff Accountant

 Shannon Buskirk, Staff Accountant

 Division of Corporation Finance

 Office of Energy & Transportation

Re: Ring Energy, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2022

 Form 8-K filed May 4, 2023

 File No. 001-36057

Ladies and Gentlemen:

Set forth below is the response of Ring Energy, Inc. (the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated May 16, 2023 with respect to the Form 10-K and Form 8-K referenced above. For your convenience, the text of each Staff comment is set forth below in bold followed by the response of the Company.

Form 10-K for Fiscal Year Ended December 31, 2022

Proved Undeveloped Reserves, page 38

Comment 1.    Your disclosure of the changes in proved undeveloped reserves during 2022, other than volumes converted, states the increase was primarily attributable to the Stronghold Acquisition. Your explanation does not appear to address the additional factors identified in the change in your total proved reserves, including but not limited to removal of the Company’s Delaware basin proved undeveloped reserves, which may also have an effect on proved undeveloped reserves. Please expand your disclosure to identify and quantify the volumes of proved undeveloped reserves associated with each contributing change factor separately, including offsetting factors, so the entire change volume is fully explained. This comment also applies to the explanation of the changes in proved undeveloped reserves provided on page F-39 to the extent that you include an explanation under the section “Supplemental Information on Oil and Natural Gas Producing Activities." Refer to the disclosure requirements in Item 1203(b) of Regulation S-K.

    Response:  The Stronghold Energy acquisition accounted for 96% of the change when excluding volumes converted from this category to the “PDP” category. The Company believes the other changes were individually and in the aggregate not material. However, the Company will provide more detail in future disclosures regarding changes to proved undeveloped reserves in sufficient detail to tie out all of the percentage changes to the nearest percent.

Comment 2.    We note the disclosure on page 39 indicating that you expect all currently scheduled PUD locations to be drilled over the next five years beginning in 2023. Please expand your disclosure to clarify, if true, that the proved undeveloped reserves as of December 31, 2022 are part of a development plan adopted by management including approval by the Board, if approval is required, that results in converting your proved undeveloped reserves to developed status within five years of initial disclosure as proved reserves. Refer to Rule 4-10(a)(31)(ii) of Regulation S-X and the question 131.04 in the Compliance and Disclosure Interpretations (C&DIs) regarding Oil and Gas Rules.

    Response:  The Company confirms that it plans to drill all scheduled PUD locations within the next five years and within the five years following the initial disclosure of the PUDs as proved reserves. All PUDs are tracked with respect to the year the reserves were initially booked to verify compliance. The PUD schedule of the Company is reviewed and approved by management as part of its reserves control process and the schedule is also reviewed by its independent petroleum engineers. An example of disclosure would include the listed factors, if applicable, that are described above in the comment. The Company will expand its future disclosures to clarify that the PUDs are part of a development plan adopted by management, including approval by the board of the directors of the Company, if approval is required, that results in converting the Company’s proved undeveloped reserves to developed status within five years of initial disclosure as proved reserves.

Comment 3.    If there are material amounts of proved undeveloped reserves that are not scheduled to be developed within five years of your initial disclosure of these reserves, please expand your disclosure to explain the reasons for the delay. Refer to Item 1203(d) of Regulation S-K and question 131.03 in the Compliance and Disclosure Interpretations (C&DIs).

    Response:  The Company confirms that there are no proved undeveloped reserves that are not scheduled to be developed in five years of initial disclosure of such reserves. It will confirm this specifically in future disclosures.

Acreage, page 40

Comment 4.    Please expand your disclosure of developed and undeveloped acreage to additionally include the figures relating to acreage in which you hold royalty and overriding royalty interests. Refer to Items 1208(a) and 1208(b) of Regulation S-K.

    Response:  The royalty acres are an extremely small part of the Company’s acreage and future disclosures will not refer to overriding royalty acreage in the event such holdings continue to be such an extremely small part of the Company’s acreage.  If required, the Company’s future disclosures will set forth the acreage in gross and net acres and otherwise will comply with Regulation S-K.

Exhibits and Financial Statement Schedules

Exhibit Number 99.1 Reserve Report of Cawley, Gillespie & Associates, Inc., page 66

Comment 5.    We note the reserves report incorporates an “as of date” of January 1, 2023 rather than an “as of date” of December 31, 2022 as utilized throughout your filing on Form 10-K. Please note SEC reserve evaluations, based on historical average prices and costs, provide an estimate of reserves using an effective date as of the end of a time period or "as of fiscal year-end," e.g. as of December 31, 2022. Please revise the disclosures throughout reserves report to use an appropriate "as of date.” Refer to the disclosure requirements in Items 1202(a)(8)(ii) and 1202(a) of Regulation S-K.

    Response:  This comment was discussed with the Company’s independent petroleum engineer, Cawley, Gillespie & Associates, Inc. The January 1 date format was kept consistent with prior year’s annual filings (dating back to 2015) and while the Company believes it has no effect on value or reserves estimates, an “as of” date of December 31 will be provided and used by the Company in future disclosures.

Supplemental Information on Oil and Natural Gas Producing Activities (Unaudited)

Reserves Quantities Information, page F-37

Comment 6.    We note your explanation of the change in total proved reserves due to “Revisions of Previous Quantity Estimates” appears to combine changes from separate and unrelated causes, e.g., the result of converting from reporting reserves in two-streams (oil and gas) to three-streams (oil, NGLs, and gas), the removal of the Company’s Delaware basin proved undeveloped reserves, well performance, increased cost from 2022 industry activity, and increased commodity pricing. Expand your disclosure to identify and quantify the volumes of total proved reserves associated with each contributing change factor separately, including offsetting factors, so the entire change volume is fully explained. This comment also applies to the explanation of the change in total proved reserves due to revisions provided on page 35 to the extent that you include an explanation under the Properties section and to the disclosure of significant changes in total proved reserves for each line item shown in the reserves reconciliation, other than production, and for each of the periods

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presented, e.g. the periods ending December 31, 2022 and 2021, as applicable. Refer to the disclosure requirements in FASB ASC 932-235-50-5 and Instruction 1 to Item 302(b) of Regulation S-K.

    Response:  Of the 138,122 MBOE total proved reserves as reported at year end 2022, the revisions of previous quantity estimates of 1,186 MBOE were less than 1%. The Company provided only a descriptive outline of the factors included in revision because of these small changes. However, in future disclosures, a quantitative description of the components of the changes will be provided in compliance with Regulation S-K. Example disclosure would include a breakdown of the relevant revisions, which could include revisions due to price, technical revisions (which are referred to by some as performance revisions but also include revisions due to changes in ownership and other administrative changes), additions and subtractions, acquisitions, and sale of minerals in place.

Comment 7.    We note the proved reserves reconciliations for 2022 and 2021 disclosed on pages F-38 and F-39 do not include a column for total barrel of oil equivalent (Boe); however, the explanations of the individual line item volumes are provided in Boe amounts. For better correlation, expand these reconciliations to include a Boe column similar to those disclosed on page 35, or revise the volume amounts provided in the explanations.

    Response:  In future disclosures, the Company will add a “Boe” column in the financial statement presentation to be consistent with and correlate to the disclosure under “Reserve Quantity Information” in the body of a Form 10-K.

Standardized Measure of Discounted Future Net Cash Flows, page F-39

Comment 8.    Please expand the discussion accompanying the presentation of the standardized measure to clarify, if true, that future cash flows take into account the estimated abandonment costs for your proved properties. Refer to FASB ASC 932-235-50-36. If the abandonment costs, including such costs related to your proved undeveloped locations, have not been included for each of the periods presented, e.g. as of December 31, 2022, 2021 and 2020, respectively, please explain to us your rationale for excluding these costs from your calculation of the standardized measure.

    Response:  The Company confirms that the future cash flows disclosed in the referenced 10-K take into account the estimated abandonment costs for the Company’s proved properties. The reserve report included as an exhibit to the 10-K indicates this fact. In future disclosures, the Company will provide specific disclosure in the body of 10-K to such effect.

Form 8-K filed May 4, 2023

Exhibit 99.1

First Quarter 2023 Highlights and Recent Key Items, page 1

Comment 9.    We note your disclosure of a Leverage Ratio and footnote 2 indicating that the amount is based on annualized third and fourth quarter 2022 and first quarter 2023 EBITDA adjusted for the pro-forma effects of the Stronghold Transaction. Based on the manner in which this ratio is calculated, please tell us how you considered whether this Leverage Ratio is a non-GAAP measure. If this is a non-GAAP measure, it appears necessary to provide disclosure consistent with Item 10(e) of Regulation S-K. In addition, please consider Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations and the example regarding the presentation of a ratio without also presenting the ratio calculated using the most directly comparable GAAP measure with equal or greater prominence.

    Response:  The Company considers the measure to be a key performance indicator, calculated based on trailing twelve-month GAAP financial figures, except for the pro-forma effects of the Stronghold Transaction. In subsequent earnings releases, the Company will include a table showing the calculation of the Leverage Ratio, which is set forth in its Second Amended and Restated Credit Agreement dated as of August 31, 2022, as follows:

“‘Leverage Ratio’ shall mean, as of any date, the ratio of (i) Consolidated Total Debt as of such date to (ii) Consolidated EBITDAX for the four (4) consecutive Fiscal Quarters ending on or immediately prior to such date for which financial statements are required to have been delivered under this Agreement; provided that for the purposes of the definition of ‘Leverage Ratio’, (a) for the Fiscal Quarter ending September 30, 2022, Consolidated EBITDAX will be calculated by multiplying Consolidated EBITDAX for such Fiscal Quarter by four (4), (b) for the Fiscal Quarter

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ending December 31, 2022, Consolidated EBITDAX will be calculated by multiplying Consolidated EBITDAX for the two (2) Fiscal Quarter period ending on December 31, 2022 by two (2), (c) for the Fiscal Quarter ending March 31, 2023, Consolidated EBITDAX will be calculated by multiplying Consolidated EBITDAX for the three (3) Fiscal Quarter period ending on March 31, 2023 by four-thirds (4/3), and (d) for each Fiscal Quarter thereafter, Consolidated EBITDAX will be calculated by adding Consolidated EBITDAX for the four (4) consecutive Fiscal Quarters ending on such date.”

“‘Consolidated EBITDAX’ shall mean, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the extent deducted in determining Consolidated Net Income for such period, and without duplication, (A) Consolidated Interest Expense, (B) income tax expense determined on a consolidated basis in accordance with GAAP, (C) depreciation, depletion and amortization determined on a consolidated basis in accordance with GAAP, (D) exploration expenses determined on a consolidated basis in accordance with GAAP, and (E) all other non-cash charges acceptable to the Administrative Agent determined on a consolidated basis in accordance with GAAP, in each case for such period minus (iii) all noncash income added to Consolidated Net Income for such period; provided that, for purposes of calculating compliance with the financial covenants set forth in Article VI, to the extent that during such period any Loan Party shall have consummated an Acquisition permitted by this Agreement or any sale, transfer or other disposition of any Person, business, property or assets permitted by this Agreement, Consolidated EBITDAX shall be calculated on a Pro Forma Basis with respect to such Person, business, property or assets so acquired or disposed of.”

Set forth below is the leverage ratio calculation for the Company’s most recent fiscal quarter and it is in the format the Company intends to use in future releases.

   (Unaudited)

EBITDAX Calculation:   Q3 2022 Q4 2022 Q1 2023  Annualized LQA

Consolidated Net Income (Loss)   75,085,891   14,492,669   32,715,779    163,059,119

Plus: Consolidated Interest Expense   7,021,381   9,468,688   10,390,279    35,840,464

Plus: income tax expense   4,315,783   2,541,980   2,029,943    11,850,275

Plus: depreciation, depletion and amortization   14,324,502   20,885,774   21,271,671    75,309,263

Plus: non-cash charges acceptable to Administrative Agent   (45,926,132)  7,962,406   (7,823,887)   (61,050,151)

Consolidated EBITDAX   54,821,425   55,351,517   58,583,785    225,008,969

Plus: Pro Forma Acquired EBITDAX   22,486,182      29,981,576

Pro Forma Adjusted EBITDAX   77,307,607   55,351,517   58,583,785    254,990,545

Non-cash charges acceptable to Administrative Agent:

Asset retirement obligation accretion   243,140   365,747   365,847

Unrealized loss (gain) on derivative   (47,712,305)  5,398,615   (10,133,430)

Share-based compensation   1,543,033   2,198,044   1,943,696

Total non-cash charges acceptable to Administrative Agent   (45,926,132)  7,962,406   (7,823,887)

Leverage Ratio Covenant

Consolidated Total Debt   422,000,000

Pro Forma Adjusted EBITDAX   254,990,545

Leverage Ratio   1.65

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Financial Overview

General and Administrative Expenses (“G&A”), page 5

Comment 10.    We note your discussion of G&A, excluding non-cash share-based compensation and G&A, excluding transaction costs and non-cash share-based compensation, in narra