SecProbe.io

August 30, 2024
Zack Arnold
Chief Executive Officer
Infinity Natural Resources, Inc.
2605 Cranberry Square
Morgantown, WV 26508
Re:Infinity Natural Resources, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 6, 2024
CIK No. 0002029118
Dear Zack Arnold:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Company, page 1
1.Please revise your disclosure of the total estimated proved reserves, as of December 31,
2023, presented on page 2 to include the units of measurement, e.g. MBoe. This comment
also applies to the disclosure on page 92.
2.We note disclosure on pages 2 and 92 that, as of June 30, 2024, you have an inventory of
340 gross horizontal drilling locations implying 19 years of inventory at your current
drilling pace. Please expand your disclosure to separately identify the number of proved,
probable, and possible horizontal drilling locations. Also, expand the discussion to include
the current drilling pace, e.g. number of wells drilled per year.

August 30, 2024
Page 2
3.Please expand your disclosure to clarify the reason for the inconsistency in the figures for
total net acreage of 89,000 net surface acres disclosed on page 1 and the total net acres
presented in the tables on pages 93 and 109.
Summary, page 12
4.Please disclose the business or strategic rationale for selecting an "Up-C" transaction
structure, including any material ways in which the structure benefits the company and
other related parties. In the risk factor section, discuss any related conflicts of interest.
5.Please revise to provide the basis and/or full citations, including dates, of articles and
reports for your quantitative and qualitative industry and business disclosures. In this
regard, we note references on page 4 and elsewhere to "Enverus." To the extent that you
commissioned such reports, please also file any expert consents as exhibits to the
registration statement pursuant to Securities Act Rule 436.
Summary Historical and Unaudited Pro Forma Financial Information, page 23
6.Revise the balance sheet information disclosed on page 24 to separately present pro forma
shareholders’ equity attributable to shareholders of Infinity Natural Resources, Inc. and
equity attributable to non-controlling interests. See Rule 5-02.31 of Regulation S-X.
Summary Historical and Unaudited Pro Forma Financial Information
Non-GAAP Financial Measures
PV-10, page 26
7.Please expand your discussion of PV-10 to additionally reference possible reserves
consistent with the disclosure on page 2. This comment also applies to the disclosure
provided on page 77.
Summary Reserve, Production and Operating Data
Summary Reserve Data
Summary of Reserves as of June 30, 2024 Based on SEC Pricing, page 27
8.Please revise your disclosure to clarify, if true, that as of June 30, 2024, the associated
proved, probable, and possible reserves were part of a development plan that had been
adopted by management indicating such locations were scheduled to be drilled within five
years. Refer to the requirements in Rule 4-10(a)(31) of Regulation S-X which identifies
undeveloped oil and gas reserves as “reserves of any category” and in part (ii) states
“undrilled locations can be classified as having undeveloped reserves only if a
development plan has been adopted indicating they are scheduled to be drilled within five
years, unless the specific circumstances, justify a longer time.” Also refer to the Oil and
Gas Rules Question 131.03 in the Compliance and Disclosure Interpretations describing
specific circumstances (which are the exception and not the rule) that justify a period
longer than five years to begin development of your reserves.
Please provide us, as supplemental information, a schedule showing the gross number of
drilling locations, reserve category volumes, and associated capital spending, by year and
in total, from your five-year development plan that supports the undeveloped reserve
volumes disclosed as of June 30, 2024.

 9.

August 30, 2024
Page 3
Also, provide us a quantitative analysis with supporting documentation showing you have
identified funds sufficient to finance your future proved, probable, and possible
development costs as scheduled by year. Please note the financing criteria in Rule 4-
10(a)(26) of Regulation S-X applies to reserves of all categories as of the effective date of
the estimates. Your analysis should clearly show there is a reasonable expectation that all
financing will be obtained and no shortfalls will occur prior to the scheduled
development.
10.Please modify the line item “standard measure of discounted future net cash flows” in the
tables on pages 27 and 29 to clarify the reserve values shown are for proved reserves. This
comment also applies to the disclosure provided on pages 103 and 105.
Select Production and Operating Statistics, page 29
11.Please expand your disclosure to include production volumes by final product sold for
each field or operational area that contains 15% or more of your total proved reserves
expressed on an oil-equivalent-barrels basis. Refer to the disclosure requirements in Item
1204(a) of Regulation S-K and the definition of a field in Rule 4-10(a)(15) of Regulation
S-X.
Risk Factors
Continuing or worsening inflationary pressures and associated changes in monetary policy may
result in increases to the cost of our goods, page 41
12.We note your references here and elsewhere to the risks and impact of inflation.  In
MD&A, please identify actions you have planned or taken, if any, to mitigate inflationary
pressures.
Cash flow Activity, page 82
13.Please revise your discussion of cash provided by operating activities to include a robust
discussion describing and quantifying the specific effect of the significant drivers that
contributed to the material changes in your operating cash flows. The disclosures should
also include a discussion of the underlying reasons for changes in working capital items
that affect operating cash flows. See guidance in Section IV.B.1 of SEC Release 33-8350
Business
Reserve Data and Presentation, page 102
14.The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months
presented in footnotes (2) and (3) to the table “Summary of Reserves as of June 30, 2024,
December 31, 2023 and 2022 Based on SEC Pricing” appear to equal the average realized
prices after adjustment for differentials presented in the Wright reserve reports. Please
review and revise here and elsewhere in your filing to resolve any inconsistencies.
Proved Undeveloped Reserves (in MBoe), page 104
Your reconciliation of the material changes to proved undeveloped reserves during 2023,
included a negative revision of 20.8 MMBoe based on decreases in prices combined with
changes to your development plan. Please expand your explanation to provide separate
revision volumes associated with all contributing factors, both positive and negative, so
the entire volume change is explained. Also expand your discussion to provide an 15.

August 30, 2024
Page 4
explanation for the change due to acquisitions. Refer to the disclosure requirements in
Item 1203(b) of Regulation S-K.
16.Please expand your disclosure of proved undeveloped reserves converted to proved
developed to include the associated capital expenditures. Refer to the disclosure
requirements in Item 1203(c) of Regulation S-K.
17.Please expand your disclosure to clarify the proved undeveloped reserves as of December
31, 2023 are scheduled to be converted to developed reserves within five years of initial
disclosure in this filing, if true.

To the extent that there are material amounts of proved undeveloped reserves that will not
be converted to proved developed status within five years of initial disclosure as proved
reserves, please expand your disclosure to explain the reasons for the delay. Refer to Item
1203(d) of Regulation S-K and the Oil and Gas Rules Question 131.03 in the Compliance
and Disclosure Interpretations, respectively.
Preparation of Reserve Estimates, page 107
18.Please expand the discussion of your probable and possible reserves to clarify under
which circumstances the estimates of these reserves were assigned in this filing, e.g. to
new wells located in areas where data control or interpretations of available data are less
certain and/or as incremental quantities associated with a greater percentage recovery of
the hydrocarbons in place. Refer to the definitions under Rule 4-10(a)(18) and (a)(17) of
Regulation S-X, respectively.
Acreage as of December 31, 2023, page 109
19.Please revise the heading “Production Wells” in your acreage table to “Acreage.”
Drilling Activity, page 110
20.Please expand your filing to include a description of your present activities, including the
number of gross and net wells in process and any other related activities of material
importance, as of December 31, 2023. Refer to the disclosure requirements in Item 1206
of Regulation S-K.
Undeveloped Acreage Expirations as of December 31, 2023, page 110
21.Please expand your table of undeveloped acreage expirations to include columns for both
gross and net acres. Also, disclose if any proved undeveloped reserves as of December 31,
2023 or any proved, probable, and possible undeveloped reserves as of June 30, 2024 are
associated with any of the potentially expiring acreage. Refer to the disclosure
requirements in Item 1208(b) of Regulation S-K and the requirements in Rule 4-10(a)(26)
of Regulation S-X.
Corporate Reorganization, page 130
We note your disclosure that after the consummation of corporate reorganization and
offering transactions, Infinity Natural Resources will be the managing member of INR
Holdings and will control INR Holdings’ business and will consolidate the financial
results of INR Holdings and its subsidiaries. Tell us how you concluded INR Holdings is 22.

August 30, 2024
Page 5
not a VIE pursuant to ASC 810-10-15-14(b). If you determine it is a VIE, please explain
how you determined INR has the characteristics of a controlling financial interest per
ASC 810-10-25-38. Provide the basis for consolidation as required by ASC 810-10-50
here and under Note 1- Basis of presentation and description of Transactions, page F-7. In
addition, provide other VIE disclosures outlined in ASC 810-10-50-3 and ASC 810-10-
50-5A, as applicable.
Tax Receivable Agreement, page 132
23.You indicate on that you expect to enter into a tax receivable agreement with the
existing owners. Please explain how the related party payments under the tax receivable
agreement will be recorded and the effect such payments will have on your financial
position, liquidity and results of operations. Considering your disclosure that you expect
the payments required under the agreement will be substantial, please expand your
disclosure in Critical Accounting Policies and Estimates section of the MD&A to discuss
material terms of the agreement and related tax accounting policies.
Experts, page 154
24.Please expand the discussion to additionally recognize the estimates, as of June 30, 2024,
prepared by Wright & Company, Inc.
Index to Financial Statements
Unaudited Pro Forma Condensed Combined Financial Statements, page F-1
25.Please revise to include historical financial statements of the Registrant, Infinity Natural
Resources, Inc.
Note 4- Transaction Accounting Adjustments, page F-9
26.We refer you to transaction accounting adjustment (g). We note that you entered into a tax
receivable agreement with existing owners that generally provides for the payment to
existing owners of 85% of the net cash savings, if any, in U.S., state and local income
taxes that INR realizes, or the occurrence of certain other defined events, in periods after
this offering. Given the convertibility of INR Units and Class B common stock into Class
A common stock and the existence of different shareholder rights to all the entity’s
earnings after the initial public offering, please tell us how you considered the
requirement to compute and present pro-forma earnings per share by applying the two-
class method.
27.We refer you to transaction accounting adjustment (i). Please expand to disclose the
amount of pro forma adjustment to depreciation, depletion and amortization expense  and
assumptions involved in determining the basis for estimating a pro forma depletion rate of
$9.57 per Boe.  See Article 11-02(a)(8) of Regulation S-X.
Please tell us how the pro forma financial information considered conforming any
accounting policy differences for derivative financial instruments and accounting for oil
and gas properties. In this regard we note that INR Holdings does not designate any of its
derivatives as financial instruments as cash flow hedges and recognizes all changes in fair
value in other income while Utica Resources Ventures, LLC recognizes all derivative
instruments as cash flow hedges with unrealized gains and losses initially recognized as a 28.

August 30, 2024
Page 6
component of accumulated other comprehensive income. In addition, INR Holdings uses
the full cost method of accounting for its oil and natural gas properties, whereas, Utica

Resource Ventures, LLC uses the successful efforts method of accounting for oil and gas
producing activities. Revise your disclosures as appropriate.
29.We note your disclosure on page F-82 that the results of operations of PEO Ohio, LLC do
not include indirect general and administrative expenses; interest expense; depreciation,
depletion, and amortization expenses; provision for income taxes; and certain other
revenues and expenses not directly associated with the Utica Assets. Tell us and disclose
how you considered omission of various operating expenses of PEO Ohio, LLC in the
presentation of the Unaudited Pro Forma Condensed Combined Statement of Operations.
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 5-Supplemental Pro Forma Oil and Natural Gas Reserves Information, page F-11
30.Please tell us who prepared the estimates of net reserves and future net cash flows for
URV and PEO Ohio presented here and on pages F-63 and F-84 through F-85.
31.Please expand your disclosure to provide the net quantities of proved developed and
undeveloped reserves by individual product type for the period ending December 31,
2023. This comment also applies to the disclosure provided on page F-84 for the period
beginning December 31, 2020. Refer to the disclosure requirements in FASB ASC 932-
235-50-4.
32.Please expand your disclosure to provide an explanation of the significant changes that
occurred for each period presented, other than production. This comment also applies to
the disclosure provided on pages F-63 and F-84. Refer to the disclosure requirements in
FASB ASC 932-235-50-5.
33.Please expand the discussion accompanying the presentation of the standardized measure
to clarify, if true, that all estimated future costs to settle your asset retirement obligations
have been included in your calculation of the standardized measure. Refer to the
disclosure requirements in FASB ASC 932-235-50-36.

If the abandonment costs, including such costs related to your proved undeveloped
reserves, have not been included, please explain to us your rationale for e