SecProbe.io

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                                                           April 7, 2026

Zack Arnold
President & Chief Executive Officer
Infinity Natural Resources, Inc.
2605 Cranberry Square
Morgantown, West Virginia 26508

       Re: Infinity Natural Resources, Inc.
           Registration Statement on Form S-3
           Filed April 1, 2026
           File No. 333-294821
Dear Zack Arnold:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

       Please contact Laura Nicholson at 202-551-3584 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:    Michael Rigdon
</TEXT>
</DOCUMENT>

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 INFINITY NATURAL RESOURCES, INC.
 2605 Cranberry Square
 Morgantown, West Virginia, 26508
 April 6, 2026 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Energy & Transportation
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Infinity Natural Resources, Inc.

  
 Request for Acceleration of Effectiveness of Registration Statement on Form
 S-3

  
 Registration No. 333-294821
 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Infinity Natural Resources, Inc., a Delaware corporation (the “ Company ”), hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:05 p.m., Eastern Time, on
April 8, 2026, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.
 Please contact Michael W. Rigdon or Sara Lampert of Kirkland & Ellis LLP, special counsel to the Company, at (713)
 836-3647 or (713) 836-3410 or, respectively, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding
this matter.

 Sincerely,

 /s/ Zack Arnold

 Zack Arnold

 President and Chief Executive Officer

CORRESP
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 Infinity Natural Resources, Inc.

2605 Cranberry Square

Morgantown, West Virginia 26508

January 28, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Infinity Natural Resources, Inc.

Request for Acceleration of Effectiveness of Registration Statement on Form S-1

Registration No. 333-282502

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Infinity Natural Resources, Inc., a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on
January 30, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Matthew Pacey or Michael Rigdon of Kirkland & Ellis LLP, special counsel to the Company, at (713)
836-3786 or (713) 836-3647, respectively, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding
this matter.

Sincerely,

/s/ Zack Arnold

 Zack Arnold

 President & Chief Executive
Officer

CORRESP
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CORRESP

 January 28, 2025

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Brian McAllister

Raj Rajan

Sandra Wall

John Hodgin

Cheryl Brown

Timothy Levenberg

RE:

Infinity Natural Resources, Inc.

Registration Statement on Form S-1, as amended (the “Registration Statement”)

File No. 333-282502

Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citigroup Global Markets Inc., Raymond James & Associates, Inc. and RBC Capital Markets, LLC, as representatives of the several
underwriters, hereby join Infinity Natural Resources, Inc., the issuer of the securities being registered (the “Registrant”), in requesting that the effective date of the above-referenced Registration Statement be accelerated to
4:00 p.m. Eastern Time, on January 30, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared
effective.

 Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 We, as
representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

Sincerely,

Citigroup Global Markets Inc.

By:

/s/ James Jackson

Name: James Jackson

Title:  Managing Director

Raymond James & Associates, Inc.

By:

/s/ Andrea J. Lanham

Name: Andrea J. Lanham

Title:  VP, GEIB Syndicate

RBC Capital Markets, LLC

By:

/s/ Young Kim

Name: Young Kim

Title:  Managing Director

 Acting on behalf of themselves and as the representatives

of the several underwriters

 Signature Page to
Underwriters’ Acceleration Request

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 Infinity Natural Resources, Inc.

2605 Cranberry Square

 Morgantown,
WV 26508

 January 21, 2025

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, NE

 Washington, D.C. 20549

Attention:

Brian McAllister

Raj Rajan

 Sandra Wall

 John Hodgin

 Cheryl Brown

 Timothy Levenberg

Re:

Infinity Natural Resources, Inc.

 Registration Statement on Form S-1

Response Letter Dated January 14, 2025

 File No. 333-282502

 Ladies and Gentlemen:

This letter sets forth the response of Infinity Natural Resources, Inc. (the “Company”) to the comments of the Staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated January 17, 2025, with respect to the above referenced
Response Letter dated January 14, 2025 (the “Response Letter”). Concurrently with the submission of this letter, the Company is filing Amendment No. 3 on Form S-1 (the
“Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.

Set forth below are the Company’s responses to the Staff’s comments. For the Staff’s convenience, we have incorporated your
comments into this response letter in italics.

 1

 Response Letter Dated January 14, 2025

Non-GAAP Financial Measures

Adjusted EBITDAX, page 27

 1. Staff’s comment:
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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 27 and 28 of the Revised
Registration Statement accordingly.

 Use of Proceeds, page 72

2. Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 72 of the Revised
Registration Statement accordingly. The Company further advises the Staff that all of the net proceeds received by INR Holdings from the Company will be used by INR Holdings to repay borrowings under the Credit Facility if we price at the assumed
initial public offering price of $19.50 per share set forth in the Revised Registration Statement and do not change the number of shares offered (based on the $254.4 million of outstanding borrowings under the Credit Facility as of
December 31, 2024 as disclosed in the “Use of Proceeds” section of the Revised Registration Statement). However, as disclosed in the second paragraph of page 72 of the Revised Registration Statement, to the extent the net proceeds
exceed the borrowings outstanding under the Credit Facility due to an increase in the offering price and/or the number of shares offered, any excess proceeds would be used by INR Holdings for general corporate purposes.

Capitalization, page 74

 3. Staff’s
comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 74 and 75 of the Revised
Registration Statement accordingly.

 2

 The following table shows a detailed breakdown of the changes in capitalization for each
account.

As of September 30, 2024

Increase
1M Shares (1)

Change

Decrease
1M Shares (2)

Change

Actual

As
Adjusted

 Cash and cash equivalents

$
1,565

$
16,868

$
35,198

$
18,330

$
— 

$
(16,868
)

 Debt:

 Prior Credit Facility

224,746

— 

— 

— 

9,019

9,019

 Notes Payable

184

184

184

— 

184

— 

 Total Indebtedness

224,930

184

184

— 

9,203

9,019

 Members’ equity/stockholders’ equity:

 Members’ equity

513,759

 Class A common stock-$0.01 par value; no shares authorized, issued or outstanding, actual;
400,000,000 shares authorized, 13,250,000 shares issued and outstanding, pro forma

133

143

10

123

(10
)

 Class B common stock-$0.01 par value; no shares authorized, issued or outstanding, actual;
150,000,000 shares authorized, 45,638,889 shares issued and outstanding, pro forma

456

456

— 

456

— 

 Additional paid-in capital

169,948

184,077

14,129

155,949

(13,999
)

 Retained earnings

— 

— 

 Total members’ equity/stockholders’ equity

513,759

170,537

184,676

14,139

156,528

(14,009
)

 Non-controlling interest

— 

587,407

591,598

4,191

583,206

(4,201
)

 Total equity

513,759

757,944

776,274

18,330

739,734

(18,210
)

 Total capitalization

$
738,689

$
758,128

$
776,458

$
18,330

$
748,937

$
(9,191
)

 Change in capitalization

$
18,330

$
(9,191
)

(1)
 If there is an increase in one million shares in this offering, Infinity Natural Resources will own an
approximate 23.8% interest in INR Holdings and the Existing Owners will own an approximate 76.2% interest in INR Holdings. An increase of one million shares offered by us at an assumed offering price of $19.50 per share, which is the midpoint of the
price range set forth on the cover page of this prospectus, would increase additional paid-in capital, total members’ equity/stockholders’ equity,
non-controlling interest, total equity and total capitalization by approximately $14.1 million, $14.1 million, $4.2 million, $18.3 million and $18.3 million, respectively, after
deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2)
 If there is a decrease in one million shares in this offering, Infinity Natural Resources will own an
approximate 21.2% interest in INR Holdings and the Existing Owners will own an approximate 78.8% interest in INR Holdings. A decrease of one million shares offered by us at an assumed offering price of $19.50 per share, which is the midpoint of the
price range set forth on the cover page of this prospectus, would decrease additional paid-in capital, total members’ equity/stockholders’ equity,
non-controlling interest, total equity and total capitalization by approximately $14.0 million, $14.0 million, $4.2 million, $18.2 million and $9.2 million, respectively, after
deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The application of the net proceeds based on the $224.7 million of borrowings outstanding under the Credit Facility as of
September 30, 2024 as described under “Use of Proceeds” section of the Revised Registration Statement assuming a decrease in one million shares would result in an outstanding balance in the Credit Facility of approximately
$9.0 million.

 Dilution, page 75

4. Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 76 of the Revised
Registration Statement accordingly. The Company further advises the Staff that net tangible book value as of September 30, 2024, after giving effect to our corporate reorganization, reflects historical total assets of $825.4 million, plus
$11.8 million of deferred tax assets, net resulting from our corporate reorganization, less historical total liabilities of $311.6 million.

 3

 5. Staff’s comment: Please revise to disclose your dilution scenario if the
underwriters’ exercise in full their option to purchase additional shares.

 Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page 76 of the Revised Registration Statement accordingly.

 6. Staff’s
comment: 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.

 Response: The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the as adjusted pro forma net tangible book value after the completion of this offering is comprised of pro forma total assets of $844.8 million less pro forma total liabilities of $86.9 million (after
giving effect to the repayment of outstanding borrowings under the Credit Facility of $224.7 million as described in the “Use of Proceeds” section of the Revised Registration Statement), as shown on page
F-4. The resulting as adjusted pro forma net tangible book value per share of $12.87 was calculated by dividing the as adjusted pro forma net tangible book value of $757.9 million by 58,888,889 shares of
Class A common stock (assuming 100% of the INR Units have been exchanged for Class A common stock). A $1.00 increase (decrease) in the assumed initial public offering price of $19.50 per share would result in an increase (decrease) of
$12.5 million to the pro forma total assets (increased (decreased) net proceeds of $244.8 million ($219.9 million) compared to original net proceeds of $232.4 million (in each case reflecting the deduction of $7.7 million of
offering expenses that have been previously paid and capitalized)) while the pro forma total liabilities would not change as all of our outstanding borrowings under the Credit Facility would be repaid in both scenarios. This would result in an as
adjusted pro forma net tangible book value of $770.4 million ($745.5 million), or $13.08 per share ($12.66 per share) (assuming 58,888,889 shares outstanding), representing a $0.21 increase (decrease) in the net tangible book value per share.
With an assumed initial public offering price of $20.50 ($18.50) per share, this would result in dilution to new investors of $7.42 per share ($5.84 per share), representing an increase (decrease) of $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.
Staff’s comment: 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.

 4

 Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on page F-4 of the Revised Registration Statement accordingly to remove notes (f) and (d) from Tax receivable agreement liability and Retained earnings, respectively, as there are no
adjustments to those line items.

 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31,
2023, page F-6

 8. Staff’s comment: 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.

 Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page F-6 of the Revised Registration Statement accordingly.

9. Staff’s comment: Please revise adjustment (c) to explain in detail regarding IPO transaction adjustment to General
and administrative expense of $3,250 presented here.

 Response: The Company acknowledges the Staff’s comment and
has revised the disclosure on page F-6 of the Revised Registration Statement accordingly.

 Notes to Unaudited
Pro Forma Condensed Consolidated Financial Statements

 Note 1 – Basis of Presentation and Description of Transactions, page F-7

 10. Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page F-7 of the Revised Registration Statement accordingly.

 11. Staff’s comment: 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).

 Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page F-8 of the Revised Registration Statement accordingly.

 5

 Note 4 – Basis of Presentation and Description of Transactions, page
F-10

 12. Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page F-4 and F-10 of the Revised Registration Statement accordingly.

 13.
Staff’s comment: 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.

 Response: The Company acknowledges the Staff’s comment and has
revised the disclosure on page F-6 of the Revised Registration Statement accordingly.

 14. Staff’s
comment: 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.

 Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page F-12 of the Revised Registration Statement accordingly. The unaudited pro forma consolidated statement of operations
includes an adjustment to our income tax expense to reflect an effective income tax rate of 5.0%, which includes a provision for United States federal income taxes and assumes the highest statutory rates apportioned to each state and local
jurisdiction. The effective income tax rate of 5.0% was calculated by applying the blended statutory rate of 22.3% to the portion of pre-tax income attributable to Infinity Natural Resources (22.5%) as the pre-tax income attributable to the noncontrolling interest holders (77.5%) is not subject to federal and state income taxes.

*****

 6

 The Company respectfully requests the Staff’s assistance in completing the review of
the Revised Registration Statement as soon as possible. Please contact Matthew R. Pacey, P.C. or Michael W

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.

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CORRESP

 January 14, 2025

Attention:

Brian McAllister

Raj Rajan

Sandra Wall

John Hodgin

Cheryl Brown

Timothy Levenberg

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Infinity Natural Resources, Inc.

Registration Statement on Form S-1

File No. 333-282502

CIK No. 0002029118

 Ladies and
Gentlemen:

 Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), Infinity Natural Resources, Inc. (the “Company”) hereby confidentially submits its currently expected pricing terms of the initial public offering (the “Offering”) of its
Class A common stock, par value $0.01 per share (the “Common Stock”), including the bona fide price range pursuant to Item 501(b)(3) of Regulation S-K, the number of shares of Common Stock to be
offered, the estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Common Stock to be outstanding after the Offering. The Company expects that these pricing terms will be included in a future
amendment to the Registration Statement on Form S-l, File No. 333-282502 (the “Registration Statement”). In addition, the Company has included certain
changed pages that it plans to include in the Registration Statement for the Staff’s review.

 The Offering terms are a bona fide
estimate of the range of the minimum and maximum offering price and the maximum number of securities to be offered as of January 14, 2025. Should the bona fide estimates of these terms change, the figures presented in future amendments to the
Registration Statement may increase or decrease.

 The Company proposes to price the Offering with a bona fide price range of $18.00 to
$21.00 per share of Common Stock, with a midpoint of $19.50 per share of Common Stock. In the Offering, the Company proposes to sell up to 15,237,500 shares of Common Stock, which includes 1,987,500 shares of Common Stock that the underwriters have
the option to purchase to cover over-allotments. This range is initially being provided for your consideration by correspondence due to the Company’s and the underwriters’ concern regarding providing such information in advance of the
launch of the Offering given recent market volatility, as well as the Company’s desire to provide all information necessary for the Staff to complete its review on a timely basis. Moreover, in the event of future market volatility, the
valuation and offering size may be adjusted.

 The Company is enclosing its proposed marked copy of those pages of the Registration
Statement that will be affected by the Offering terms set forth herein, as well as such other terms as discussed. These marked changes will be incorporated into a future amendment to the Registration Statement. The Company seeks confirmation from
the Staff that it may launch its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.

If you have any questions with respect to the foregoing, please contact Michael W. Rigdon, P.C. or Matthew R. Pacey, P.C. of
Kirkland & Ellis LLP at (713) 836-3647 or (713) 836-3786, respectively.

Very truly yours,

INFINITY NATURAL RESOURCES, INC.

By:

/s/ Zack Arnold

Name:

Zack Arnold

Title:

President and Chief Executive Officer

 Enclosures

cc:
 David Sproule, Executive Vice President and Chief Financial Officer

Raleigh Wolfe, General Counsel

Matthew R. Pacey, P.C., Kirkland & Ellis LLP

Michael W. Rigdon, P.C., Kirkland & Ellis LLP

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CORRESP

 Infinity Natural Resources, Inc.

2605 Cranberry Square

 Morgantown,
WV 26508

 December 20, 2024

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, NE

 Washington, D.C. 20549

Attention:

Brian McAllister

Raj Rajan

Sandra Wall

John Hodgin

Cheryl Brown

Timothy Levenberg

Re:  

Infinity Natural Resources, Inc.

 Amendment No. 1 to Registration Statement on Form S-1

Filed November 27, 2024

 File No. 333-282502

 Ladies and Gentlemen:

This letter sets forth the response of Infinity Natural Resources, Inc. (the “Company”) to the comments of the Staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated December 12, 2024, with respect to the above
referenced Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing Amendment
No. 2 on Form S-1 (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised
Registration Statement.

 Set forth below are the Company’s responses to the Staff’s comments. For the Staff’s convenience,
we have incorporated your comments into this response letter in italics.

 1

 Amendment No. 1 to Registration Statement on Form S-1

 Unaudited Pro Forma Condensed Consolidated Financial Statements

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, page F-7

1. Staff’s comment: We note your response to comment 25 in the staff letter dated August 30, 2024. Please
clarify your disclosures to state prior to the corporate reorganization Infinity Natural Resources, Inc. is newly organized, has not commenced operations, and is nominally capitalized. For an investor’s understanding, disclose the impact that
will occur on the shareholders’ equity, and historical financial statements of Infinity Natural Resources, Inc. giving effect to the contemplated transactions described in page F-2.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page F-7 of the Revised Registration Statement accordingly.

 *****

 2

 The Company respectfully requests the Staff’s assistance in completing the review of
the Revised Registration Statement as soon as possible. Please contact Matthew R. Pacey, P.C. or Michael W. Rigdon, P.C. of Kirkland & Ellis LLP at (713) 836-3786 or (713) 836-3647, respectively, with any questions or further comments regarding the responses to the Staff’s comments.

Sincerely,

INFINITY NATURAL RESOURCES, INC.

By:

 /s/ Zack Arnold

Name:

Zack Arnold

Title:

President and Chief Executive Officer

Enclosures

cc:

David Sproule, Executive Vice President and Chief Financial Officer

 Raleigh Wolfe, General Counsel

 Matthew R.
Pacey, P.C., Kirkland & Ellis LLP

Michael W. Rigdon, P.C., Kirkland & Ellis LLP

 3

December 12, 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 Registration Statement on Form S-1
Filed November 27, 2024
File No. 333-282502
Dear Zack Arnold:
            We have reviewed your amended registration statement and have the following
comment.
            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.
Amendment No. 1 to Registration Statement on Form S-1
Unaudited Pro Forma Condensed Consolidated Financial Statements
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, page F-7
1.We note your response to comment 25 in the staff letter dated August 30, 2024. Please
clarify your disclosures to state prior to the corporate reorganization Infinity Natural
Resources, Inc. is newly organized, has not commenced operations, and is nominally
capitalized. For an investor's understanding, disclose the impact that will occur on the
shareholders' equity, and historical financial statements of Infinity Natural Resources,
Inc. giving effect to the contemplated transactions described in page F-2.

December 12, 2024
Page 2
            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.

CORRESP
1
filename1.htm

CORRESP

 Infinity Natural Resources, Inc.

2605 Cranberry Square

 Morgantown,
WV 26508

 November 26, 2024

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attention:

Brian McAllister

Raj Rajan

 Sandra Wall

 John Hodgin

 Cheryl Brown

 Timothy Levenberg

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

 Ladies and Gentlemen:

This letter sets forth the response of Infinity Natural Resources, Inc. (the “Company”) to the comments of the Staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated October 16, 2024, with respect to the above
referenced Amendment No. 3 to Draft Registration Statement on Form S-1 (the “Draft Registration Statement”). Concurrently with the submission of this letter, the Company is filing
Amendment No. 1 on Form S-1 (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised
Registration Statement.

 1

 Set forth below are the Company’s responses to the Staff’s comments. For the
Staff’s convenience, we have incorporated your comments into this response letter in italics.

 Registration Statement on Form S-1

 Certain Relationships and Related Party Transactions, page 150

1.   Staff’s comment: 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 58 and 153 of the Revised
Registration Statement accordingly.

 Exclusive Forum, page 156

2.   Staff’s comment: 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.

 Response: The Company acknowledges the Staff’s comment and has
revised the disclosure on pages 157-158 of the Revised Registration Statement accordingly.

 Report of
Independent Registered Public Accounting Firm, page F-18

 3.    Staff’s
comment: 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.

Response: The Company’s auditors have removed “and in accordance with auditing standards generally accepted in the
United States of America” from their report for Infinity Natural Resources, Inc. in the Revised Registration Statement. However, the Company’s auditors have informed the Company that Infinity Natural Resources, LLC does not meet the
definition of an issuer1, as defined by the Sarbanes-Oxley Act of 2002, because, while Infinity

1

 The term “issuer” means an issuer (as defined in section 3 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), the securities of which are registered under section 12 of the Exchange Act, or that is required to file reports under section 15(d), or that files or has filed a registration statement
that has not yet become effective under the Securities Act of 1933, as amended, and that it has not withdrawn.

 2

Natural Resources, LLC holds Infinity Natural Resources, Inc.’s operating entities, Infinity Natural Resources, LLC has not filed a registration statement. Therefore, Infinity Natural
Resources, LLC is considered a “nonissuer.” The Compliance with Standards Rule (ET section 1.310.001) of the American Institute of Certified Public Accountants (“AICPA”) Code of Professional
Conduct establishes that the Public Company Accounting Oversight Board (“PCAOB”) is designated to establish standards relating to the preparation and issuance of auditor’s reports for issuers and that the Auditing
Standards Board of the AICPA is designated to establish standards related to the preparation and issuance of auditor’s reports for nonissuers. Therefore, auditors in the United States are required to conduct audits in accordance with auditing
standards generally accepted in the United States of America (“GAAS”) for audits of nonissuers even when a regulator (e.g., the SEC) requires such audits to be conducted in accordance with the standards of the PCAOB
(see AICPA AU-C 700.44). GAAS does permit auditors to perform audits in accordance with both GAAS and the standards of the PCAOB. For circumstances in which an auditor of a nonissuer performs
an audit in accordance with both GAAS and the standards of the PCAOB, AICPA AU-C 700.44 requires auditors to use the form of report required by the standards of the PCAOB, amended to state that that audit
was also conducted in accordance with GAAS. Therefore, the Company’s auditors have removed “and in accordance with auditing standards generally accepted in the United States of America” in their report for Infinity Natural Resources,
Inc. in the Revised Registration Statement, but such reference will remain in the report for Infinity Natural Resources, LLC in the Revised Registration Statement and in future filings on Form S-1.

Exhibits

 4.    Staff’s
comment: 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.

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on page 39 of the Revised Registration Statement accordingly.

 *****

 3

 The Company respectfully requests the Staff’s assistance in completing the review of
the Revised Registration Statement as soon as possible. Please contact Matthew R. Pacey, P.C. or Michael W. Rigdon, P.C. of Kirkland & Ellis LLP at (713) 836-3786 or (713) 836-3647, respectively, with any questions or further comments regarding the responses to the Staff’s comments.

 Sincerely,

INFINITY NATURAL RESOURCES, INC.

 By:

 /s/ Zack Arnold

 Name:

 Zack Arnold

 Title:

 President and Chief Executive Officer

 Enclosures

cc:

David Sproule, Executive Vice President and Chief Financial Officer

 Raleigh Wolfe, General Counsel

 Matthew R.
Pacey, P.C., Kirkland & Ellis LLP

Michael W. Rigdon, P.C., Kirkland & Ellis LLP

 4

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.

September 23, 2024
Zack Arnold
Chief Executive Officer
Infinity Natural Resources, Inc.
2605 Cranberry Square
Morgantown, WV 26508
Re:Infinity Natural Resources, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted September 9, 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. Unless we note otherwise, any references to prior comments are to comments in our
August 30, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Summary, page 4
1.Please revise your prospectus to define "Enverus" at first usage and to provide
the information about Enverus and your agreement that appears in the first two paragraphs
of your response to prior comment 5.

September 23, 2024
Page 2
Prospectus Summary
Summary Reserve, Production and Operating Data
Summary Reserve Data, page 28
2.Please expand the disclosure of your proved reserves to additionally present the proved
undeveloped reserves by individual product type. Refer to the disclosure requirements in
Item 1202(a)(2)(ii) of Regulation S-K.
Business
Reserve Data and Presentation
Proved Undeveloped Reserves, page 113
3.Please further expand your disclosure of the material changes to proved undeveloped
reserves during 2023 to explain the positive 1.2 MMBoe revision. Refer to Item 1203(b)
of Regulation S-K.

This comment also applies to the positive 1.2 MMBoe revision to previous estimates in
total proved reserves on page F-49.

Additionally, we note your discussion of revisions on page F-14 for the nine months
ended September 30, 2023 for both URV and PEO and the discussion on page F-86 for
the years ended December 31, 2021 and 2022 identifies two separate and unrelated factors
contributing to the change, e.g. upward revisions for prices, partially offset by downward
revisions associated with well forecasting. Please expand your discussion to separately
quantify each factor, such that the change to the line item is fully explained. Refer to the
disclosure requirements in FASB ASC 932-235-50-5.

Acreage as of December 31, 2023, page 117
4.We note your gross and net acreage table is based on acres by horizon. Please revise your
disclosure to present the Company's acreage in terms of surface acreage, so that no acre is
duplicated. Refer to the disclosure requirements in Item 1208 of Regulation S-K.
Undeveloped Acreage Expirations as of December 31, 2023, page 117
5.We note your disclosure of 14.6 MBoe of proved undeveloped reserves associated
with potentially expiring acreage. Please clarify the units for this volume are MBoe and
not MMBoe.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1-Basis of Presentation and Description of Transactions, page F-7
6.As stated in your response to prior comment 22, please revise to disclose that Natural
Resources LLC ("INR Holdings") will be a VIE and you will be the primary beneficiary
of INR Holdings. Revise to disclose the basis for consolidation of INR Holdings,
specifically the significant judgments and assumptions made in determining that INR
Holdings must be consolidated and provide the disclosures required by ASC 810-10-50-
2AA, 2AB and 50-3. Please ensure to include the disclosures here, pages 138, F-19 and F-
21.

September 23, 2024
Page 3
Note 4-Transaction Accounting Adjustment, page F-9
7.We note your response to prior comment 28. Please show us how the adjustment
discussed in note 4(l) regarding the addition of $0.5 million unrealized gain that was
previously included in URV’s other comprehensive income is reflected here and revise
your disclosures as appropriate.
Notes to Consolidated Financial Statements
Note 15-Supplemental Information on Oil and Natural Gas Producing Activities (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows, page F-49
8.We note the table presenting the calculation of the standardized measure of discounted
future net cash flows at the top of page F-50 appears unchanged. We re-issue the prior
comment 37.
Supplementary Oil and Gas Disclosures
Net Proved Developed and Undeveloped Oil and Gas Reserves, page F-107
9.We note the arithmetic summation of the individual line items for proved developed
reserves and proved undeveloped reserves presented at December 31, 2020 are
inconsistent with the total net proved developed and undeveloped reserves shown in the
first line of the table on page F-107. Please revise your disclosure to remove the
inconsistence.
Exhibits
10.We note that your response to prior comment 38 suggests in part that the 49% customer is
"easily replaceable." However, your risk factor disclosure at page 39 indicates: "If this
purchaser [is unable to satisfy its] contractual obligations, we may be unable to sell such
production to other customers on terms we consider acceptable." Please revise to
reconcile these disclosures, and file all material contracts as exhibits to the registration
statement pursuant to Item 601(b)(10) of Regulation S-K.
            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.

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

August 2, 2024
Zack Arnold
President & Chief Executive Officer
Infinity Natural Resources, Inc.
2605 Cranberry Square
Morgantown, WV 26508
Re:Infinity Natural Resources, Inc.
Draft Registration Statement on Form S-1
Submitted July 23, 2024
CIK No. 0002029118
Dear Zack Arnold:
            Our initial review of your registration statement indicates that it fails in material respects
to comply with the requirements of the Securities Act of 1933, the rules and regulations
thereunder and the requirements of the form. More specifically, you will need to provide financial
statements meeting the requirements of Regulation S-X, as well as any financial information
required by Rule 3-05 and Article 11 of Regulation S-X, for the October 2023 acquisitions of
assets from Utica Resource Ventures, LLC, Utica Resource Operating, LLC, and Providence
Energy Operating Ohio, LLC.  In this regard, we note the placeholders for these entities which
appear at page F-1.  See Item 11(e) of Form S-1.
            We will provide more detailed comments relating to your registration statement following
our review of a substantive amendment that addresses these deficiencies.

            Please contact Timothy S. Levenberg at 202-551-3707 or Daniel Morris at 202-551-3314
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Matthew R. Pacey, Esq., of Kirkland & Ellis LLP