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July 25, 2023
Tom L. Ward
Chief Executive Officer
Mach Natural Resources LP
14201 Wireless Way, Suite 300
Oklahoma City, Oklahoma 73134
Re:Mach Natural Resources LP
Draft Registration Statement on Form S-1
Submitted June 28, 2023
CIK No. 0001980088
Dear Tom L. Ward:
            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
Prospectus Summary
Our Properties, page 2
1.Please expand your disclosure to clarify what percentage of your leases are supported by
your midstream infrastructure.  In that regard, we note you state that one of your strengths
is that your midstream infrastructure significantly reduces lifting costs relative to other
operators.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 July 25, 2023 Page 2
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
July 25, 2023
Page 2
Our Business Strategies, page 7
2.We note you disclose that your average cash operating costs during the year ended
December 31, 2022, including the benefit of your midstream infrastructure assets, were
$10.90 per barrel of oil equivalent, which is 27% lower on average than other
unconventional focused operators, and 64% lower on average than other conventional
focused operators during the same period. Please provide the basis for this statement and
discuss whether such information is specific to comparable operations in the area in which
your assets are located.
Risk Factor Summary, page 9
3.Please expand your disclosure to highlight the risk that your general partner has a limited
call right that may require investors to sell their common units at an undesirable time or
price and that even if your unitholders are dissatisfied, they cannot remove your general
partner without its consent.
Reconciliations of Adjusted EBITDA and Cash Available for Distribution to GAAP Financial
Measures, page 22
4.The table on page 22 presently shows reconciliations between net income, Adjusted
EBITDA, and cash available for distribution; and would therefore appear to require
disaggregation into separate reconciliations, each starting with the most directly
comparable GAAP measure, to comply with Item 10(e).  In this regard, you state on page
21 that the GAAP measures most directly comparable to cash available for distribution are
net income and net cash provided by operating activities.  Revise your disclosure to
separately reconcile net income to cash available for distribution.
Risk Factors
Declining general economic, business or industry conditions and inflation may have a material
adverse effect on our results of operations..., page 41
5.We note you disclose that you expect to experience supply chain constraints and
inflationary pressure on your cost structure and that these pressures will likely continue to
adversely impact your operating costs.  Please update this risk factor in future filings if
recent inflationary pressures have materially impacted your operations and identify the
types of inflationary pressures you are facing and how your business has been affected.
Our Cash Distribution Policy and Restrictions on Distribution, page 68
6.You disclose that your cash distribution policy is subject to various restrictions on
distributions, including the financial tests and covenants that you must satisfy under the
New Credit Facility.  Please expand your disclosure to discuss these financial tests and
covenants and if these expected covenants would have impacted the cash distributions on
a pro forma basis for the last completed fiscal year and last twelve months, or may

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 July 25, 2023 Page 3
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
July 25, 2023
Page 3
threaten to impact the forecasted period.
Business and Properties
Proved Undeveloped Reserves (PUDs), page 116
7.The explanation accompanying the reconciliation of the changes that occurred in proved
undeveloped reserves presented on page 116 indicates the overall change due to revisions
of previous estimates (+37,468 MBoe) results from the change due to higher commodity
prices (+1,446 MBoe) and various other changes including changes in the development
plan, quantity estimates and forecast revisions (+36,022 MBoe).

Please expand your explanation of the changes associated with the development plan,
quantity estimates and forecast revisions to separately identify and quantify each
contributing factor, including offsetting factors, so the change is fully reconciled. Refer to
the disclosure requirements in Item 1203(b) of Regulation S-K. This comment also applies
to the explanation of the changes in total proved reserves that occurred due to revisions
and for each period presented on pages F-5 to F-6, F-32, F-56 and F-80,
respectively. Refer to the disclosure requirements in FASB ASC 932-235-50-5.
Developed and Undeveloped Acreage
Undeveloped Acreage Expirations, page 120
8.We note your disclosure of near-term undeveloped acreage expirations. Please expand
your disclosure to clarify if any proved undeveloped reserves have been assigned to
locations on this acreage which are scheduled to be drilled after lease expiration. If there
are material quantities of net proved undeveloped reserves related to such locations,
expand your disclosure to explain the steps necessary to extend acreage expiration dates.
Refer to Rule 4-10(a)(26) of Regulation S-X.
Drilling Results, page 120
9.Please expand your disclosure to identify any present activities, including wells in the
process of being drilled, completed or waiting on completion and other operations or
related activities of material importance. Refer to the disclosure requirements in Item 1206
of Regulation S-K.
10.We note the presentation of your drilling results appears to be limited to the operated
wells drilled during the year ended December 31, 2022.  Please expand your disclosure to
include the information required in Item 1205 of Regulation S-K relating to the drilling
activities that occurred in each of the last three fiscal years, including wells, if any, drilled
by operators other than you.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 July 25, 2023 Page 4
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
July 25, 2023
Page 4
Executive Compensation and Other Information
Equity Incentives, page 139
11.We note you disclose that your Named Executive Officers received one-time awards of
Mach Company Class B Units and that in connection with the completion of this offering,
any unvested Mach Company Class B Units held by the Named Executive Officers are
expected to fully vest immediately prior to the consummation of the offering. We also
note you disclose on page F-29 that the Class B Units allow the holder to participate in
distributions once the company's Class A shares have met a certain requisite financial
internal rate of return in accordance with the LLC agreement. Please revise to clarify the
material terms of the Class B Units, the significance of vesting and who will be
responsible for any distributions made in connection with the Class B Units or tell us why
you do not believe such information is material. In addition, file as exhibits the
agreements governing the terms of the incentive units held by management. Refer to Item
601(b)(iii)(A) of Regulation S-K.
Certain Relationships and Related Party Transactions
Agreements with Affiliates in Connection with the Reorganization Transactions, page 146
12.Please revise to provide all of the disclosure required by Item 404 of Regulation S-K and
describe all material terms of the Contribution Agreement and Management Services
Agreement.
Appendix B
Glossary of Oil and Gas Terms and Other Terms, page B-1
13.We note the definition for an exploratory well excludes the second sentence of the SEC
definition. Please expand the definition to include the remaining sentence. Also, expand
your glossary to include the definition for an extension well. Refer to the definitions in
Rule 4-10(a)(13) and (a)(14) of Regulation S-X.
Pro Forma Financial Statements, page F-2
14.We note you disclosed on page F-2 that although all entities to be contributed in the
Reorganization Transactions have a high degree of common ownership, no individual
controls any of the entities, therefore the transactions will not be accounted for as common
control transactions. You identified BCE- Mach III LLC as the Predecessor and disclosed
that the acquisitions of BCE-Mach LLC and BCE-Mach II LLC by BCE-Mach III LLC
will be accounted for at fair values in accordance with the business combination guidance
in ASC 805.  Please address the following:

Tell us how you determined that BCE-Mach III was the Predecessor for accounting and
reporting purposes.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 July 25, 2023 Page 5
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
July 25, 2023
Page 5
Provide to us your accounting analysis that supports your conclusion that none of the
contributed entities are under common control, including a detailed organizational
diagram depicting the ownership structure and related ownership percentages of the
contributed entities both before and after the Reorganization Transactions and the
offering.  Please refer to ASC 805-50 for guidance including the examples in ASC 805-
50-15-6.

If your analysis responding to the above comment still concludes no common control,
then tell us how you have considered the guidance in ASC 805-50-05-7 and ASC 805-50-
30-7 pertaining to the formation of a master limited partnership in concluding that a new
basis of accounting was appropriate for BCE-Mach and BCE-Mach II.
15.On page 146 you disclose that in connection with this offering, the Company will enter
into a management services agreement (“MSA”) with Mach Resources.  Tell us whether
there are significant differences in the fee or cost structure of the new MSA compared to
the existing MSAs for which pro forma adjustments, including explanations for any
assumptions involved, would be required pursuant to Rules 11-01(a)(8) and 11-02(a)(8) of
Regulation S-X.
Mach Natural Resources LP
Notes to Pro Forma Financial Statements
3. Supplementary Disclosure for Oil and Gas Producing Activities, page F-5
16.We note the reconciliation of the changes in the pro forma standardized measure presented
on page F-7 appears to contain inconsistencies in the Pro Forma totals. Please revise your
disclosure to resolve these inconsistencies or tell us why a revision is not needed.
Exhibits
17.Please expand the disclosure in Exhibits 99.1, 99.2 and 99.3 to explain the circumstances
for including future investments under the proved developed shut-in category but no
corresponding reserve quantities resulting in the disclosure of negative operating income
(BFIT) and negative net present worth discounted at 10%. Refer to the requirements in
Item 1202(a)(8)(v) of Regulation S-K.
18.We note separate disclosure in Exhibit 99.3 of the net revenues from a company-owned
plant, gas gathering and water disposal system that appear to be incorporated into the
composite economic forecasts for BCE-Mach III LLC.

Please expand the disclosure in Exhibit 99.3 to further clarify, if true, that these revenues
are limited to BCE-Mach III’s direct ownership interests in the processed volumes and
excludes any revenues resulting from volumes processed on behalf of other parties. Refer
to the requirements in Rule 4-10(a)(26) of Regulation S-X.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 July 25, 2023 Page 6
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
July 25, 2023
Page 6
General
19.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 the
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            You may contact Lily Dang, Staff Accountant, at 202-551-3867 or Robert Babula, Staff
Accountant, at 202-551-3339 if you have questions regarding comments on the financial
statements and related matters.  For engineering related questions, contact Sandra Wall,
Petroleum Engineer, at 202-551-4727 or John Hodgin, Petroleum Engineer, at 202-551-3699.
Please contact Michael Purcell, Staff Attorney, at 202-551-5351 or Karina Dorin, Staff
Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Rigdon