SecProbe.io

January 17, 2025
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
Response Letter Dated January 14, 2025
File No. 333-282502
Dear Zack Arnold:
            We have reviewed your letter of response 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.
Response Letter Dated January 14, 2025
Non-GAAP Financial Measures
Adjusted EBITDAX, page 27
1.Please tell us how the pro forma information for the year ended December 31, 2023,
presented here is consistent with the pro forma amounts presented on page F-
6. Specifically, the (gain) loss on derivative instruments under this heading is
$(45,322) and $(46,477) on page F-6. Please revise or advise.
Use of Proceeds, page 72
2.Please disclose the number of newly issued INR Units that Registrant will receive in
exchange for its contribution of the net proceeds from this offering. Also disclose the
amount of net proceeds contributed will be used for general corporate purposes.

January 17, 2025
Page 2
Capitalization, page 74
3.We refer you to the disclosure that an increase (decrease) of one million shares would
increase (Decrease) additional paid-in capital, total stockholders’ equity, and total
capitalization by approximately $14 million, $14 million, and $18.3 million,
respectively. Please show us and expand the disclosures to explain your calculations.
Dilution, page 75
4.Please tell us how you determined your net tangible book value as of September 30,
2024, after giving effect to your corporate reorganization, was $525.5 million and
$11.52 per share. Revise your disclosures as necessary.
5.Please revise to disclose your dilution scenario if the underwriters’ exercise in full
their option to purchase additional shares.
6.Please tell us how you calculated the impact from a $1.00 change in the assumed
initial public offering price of $19.50 per share will impact net tangible book value
after the offering by $0.21 per share and change the dilution to new investors in this
offering by $0.79 per share.
Index to Financial Statements
Infinity Natural Resources, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2024,
page F-4
7.We refer you to the transaction accounting adjustments (f) to Tax receivable
agreement liability and (d) to Retained earnings on this page with no amounts
presented. Please tell us if there are adjustment amounts that correspond with these
references, and revise as applicable.
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended
December 31, 2023, page F-6
8.We note inconsistencies between individual amounts presented in columns and their
respective totals presented in the column under the heading Infinity Natural Resources
Pro Forma. We refer you to the line items general and administrative, total operating
expenses, income (Loss) before income taxes, net income (loss). Please revise the pro
forma statement of operations to reconcile, as applicable.
9.Please revise adjustment (c) to explain in detail regarding IPO transaction adjustment
to General and administrative expense of $3,250 presented here.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1- Basis of Presentation and Description of Transactions, page F-7
10.We note your disclosure of the ownership structure after giving effect to this offering
on page 15. Please expand disclosures under this heading to provide the number of
newly issued INR Units to be allocated to existing owners of LLC interests in INR
Holdings as part of the corporate reorganization and the newly issued INR Units that
Registrant will receive in exchange for its contribution of the net proceeds from this
offering. Disclose Registrant and Existing owners ownership percentage in INR
Holdings.

January 17, 2025
Page 3
11.We note that INR Holdings is determined to be a variable interest entity and that you
will be the primary beneficiary of INR Holdings. Please revise to include disclosures
required by ASC 810-10-50-3(c) and (d).
Note 4 - Transaction Accounting Adjustments, page F-10
12.We note in some instances, transactions described in these separately numbered
footnotes have been combined into one adjustment presented on the pro forma
financial statements. For example, in the pro forma balance sheet, we refer you to
transaction accounting adjustments of $15,303 to cash and cash equivalents and
$169,948 to additional paid-in capital. Expand the disclosure of your transaction
accounting adjustments to separately identify each of the components, the
related amounts where they are combined, and clearly explain all assumptions
involved. Refer to Rule 11-02(a)(8) of Regulation S-X.
13.Tell us how the compensation expense of $119.9 million relating to accelerated
vesting of Incentive Units described in adjustment (c) is reflected in pro Forma
statement of operations. Revise your disclosures as necessary.
14.We note the adjustment (f) reflects pro forma income tax expense at an effective rate
of 5%. Tell us and disclose how you determined effective income tax rate of 5% for
the year ended December 31, 2023, and nine months ended September 30, 2024.
            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. You may
contact Sandra Wall at 202-551-4727 or John Hodgin at 202-551-3699 with questions
regarding engineering comments. 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.