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May 6, 2024
David Lunin
Chief Financial Officer
Calumet, Inc.
2780 Waterfront Parkway East Drive, Suite 200
Indianapolis, IN 46214
Re:Calumet, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 19, 2024
File No. 333-277682
Dear David Lunin:
            We have reviewed your amended registration statement and have the following
comment(s).
            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 March 28, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed April 19, 2024
Unaudited Prospective Financial Information of the Partnership, page 80
1.Enhance your disclosure of assumptions on page 82 to explain the basis for projecting
amounts more than three years out. Also, to the extent your forecasts reflect more than
simple growth rates, explain why these rates are reasonable and disclose the limitations
presented by the difficulty in sustaining significant growth rates over a long period of
time. Please refer to Items 10(b)(2) and (b)(3)(i) of Regulation S-K.
2.We note that your projections of Adjusted EBITDA (excluding MRL) and Adjusted
EBITDA for MRL remain constant in the years 2026, 2027, and 2028 while distributable
cash flow attributable to partners is relatively constant in 2026 and 2027 but increases by
$28.2 million in 2028.  Please expand your disclosure to explain the increase in 2028.

 FirstName LastNameDavid Lunin
 Comapany NameCalumet, Inc.
 May 6, 2024 Page 2
 FirstName LastName
David Lunin
Calumet, Inc.
May 6, 2024
Page 2
3.We refer to your market growth assumptions disclosed on page 82. Enhance
these disclosures to explain key factors that serve as your basis for projecting
significant year-to-year increases between 2023 and 2024 as well as between 2025 and
2026. In this regard, we note that projected Adjusted EBITDA for MRL increased by
$192.8 million, $67.6 million and $125.0 million for each of the projected years between
2024 through 2026 and that your projections of distributable cash flow attributable to
partners increased by $143.4 million and $190.6 million in 2024 and 2026 respectively.
 In addition, please clearly describe the key factors or contingencies that would affect the
projected growth from ultimately materializing.
4.On page 82 you disclose a 2023 estimate for Adjusted EBITDA (excluding MRL) of
$277.8 million, Adjusted EBITDA for MRL of $(10.4) million, and distributable cash
flow attributable to partners of $4.9 million.  On page 151 you disclose 2023 actual
Adjusted EBTIDA of $260.5 million, on a consolidated basis, and distributable cash flow
of $(86.2) million. In addition, you disclose Adjusted EBITDA of $30.2 million for MRL
for the year ended December 31, 2023 at your segment footnote at page F-42. In light of
the differences in these financial amounts, please explain how you considered providing
disclosure of the accuracy or inaccuracy of previous projections as described at Item
10(b)(3)(ii) of Regulation S-K.
5.We refer you to the unaudited prospective financial data in the table on page 82. Please
tell us why you have not included revenue, net income (loss) and earnings (loss) per share
for each period presented. In this regard, these projected measures are usually presented
together to avoid any misleading inferences that may arise when the individual items
reflect contradictory trends by presentation of just “key elements.” Please refer to Item
10(b)(2) of Regulation S-K.
            Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments on the financial statements and related matters. Please
contact Liz Packebusch at 202-551-8749 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hillary Holmes