SecProbe.io

October 16, 2024
Zack Arnold
Chief Executive Officer
Infinity Natural Resources, Inc.
2605 Cranberry Square
Morgantown, WV 26508
Re:Infinity Natural Resources, Inc.
Registration Statement on Form S-1
Filed October 4, 2024
File No. 333-282502
_
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted September 27, 2024
CIK No. 0002029118
Dear Zack Arnold:
            We have reviewed your registration statement and have the following comments.
            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, references to prior comments are to our September 23, 2024 letter.
Registration Statement on Form S-1
Certain Relationships and Related Party Transactions, page 150
1.We note that the newly filed form of tax receivable agreement (exhibit 10.4) provides
for the possibility of accelerated cash payments to your CEO, CFO, and other related
persons. Please expand the disclosure in the first paragraph on page 58 and also in the
subsection "Tax Receivable Agreement" at page 151 to quantify in each case the
potential amounts of estimated lump-sum payments to each such related person. See
Item 404(a) of Regulation S-K.

October 16, 2024
Page 2
Exclusive Forum, page 156
2.We note that Section 10.6 of the newly filed form of amended charter (exhibit 3.3)
provides in part that "the federal district courts of the United States of America shall
be the sole and exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act or the Exchange Act." Please expand the
disclosure at page 156 to note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.
Report of Independent Registered Public Accounting Firm, page F-18
3.Please amend your registration statement to have your auditor remove the language in
the third paragraph which states "and in accordance with auditing standards generally
accepted in the United States of America." Please refer to PCAOB Auditing Standard
3101. This comment also applies to audit report on Infinity Natural Resources, LLC
included in page F-23.
Exhibits
4.We note your response to prior comment 10. Please revise your prospectus to make
clear, as you stated in your letter, that the contract with the 49% customer is only for
six months and is not a contract on which your business is substantially dependent.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Brian McAllister at 202-551-3341 or Raj Rajan at 202-551-3388 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cheryl Brown at 202-551-3905 or Timothy Levenberg at 202-551-3707 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Matthew R. Pacey, Esq.