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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Infinity Natural Resources, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
456941103 (CUSIP Number) |
01/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 456941103 |
| 1 | Names of Reporting Persons
NGP XI US Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,631,441.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
38.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Represents 9,631,441 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of the Issuer issuable in exchange for of an equivalent number of common units ("Common Units") of Infinity Natural Resources, LLC, a Delaware limited liability company and subsidiary of the Issuer ("INR HOldings") held by the Reporting Persons on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of the Issuer held by the Reporting Persons).
(2) Calculated assuming 24,868,941 shares of Class A common stock outstanding based upon (i) 15,237,500 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's Final Prospectus filed with the Securities and Exchange Commission on February 3, 2025, as increased by (ii) 9,631,441 shares of Class A common stock issuable in respect of an equivalent number of Common Units and shares of Class B common stock held by the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. | 456941103 |
| 1 | Names of Reporting Persons
GFW XI, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,631,441.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
38.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Represents 9,631,441 shares of Class A common stock of the Issuer issuable in exchange for of an equivalent number of Common Units of INR Holdings held by the Reporting Persons on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons).
(2) Calculated assuming 24,868,941 shares of Class A common stock outstanding based upon (i) 15,237,500 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's Final Prospectus filed with the Securities and Exchange Commission on February 3, 2025, as increased by (ii) 9,631,441 shares of Class A common stock issuable in respect of an equivalent number of Common Units and shares of Class B common stock held by the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. | 456941103 |
| 1 | Names of Reporting Persons
NGP Energy Capital Management, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,631,441.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
38.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Represents 9,631,441 shares of Class A common stock of the Issuer issuable in exchange for of an equivalent number of Common Units of INR Holdings held by the Reporting Persons on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons).
(2) Calculated assuming 24,868,941 shares of Class A common stock outstanding based upon (i) 15,237,500 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's Final Prospectus filed with the Securities and Exchange Commission on February 3, 2025, as increased by (ii) 9,631,441 shares of Class A common stock issuable in respect of an equivalent number of Common Units and shares of Class B common stock held by the Reporting Persons.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Infinity Natural Resources, Inc. | |
| (b) | Address of issuer's principal executive offices:
2605 Cranberry Square, Morgantown, West Virginia 26508 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons" and each, a "Reporting Person":
(i) NGP XI US Holdings, L.P., a Delaware limited partnership ("NGP XI US Holdings");
(ii) GFW XI, L.L.C., a Delaware limited liability company ("GFW XI");
(iii) NGP Energy Capital Management, L.L.C., a Texas limited liability company ("NGP ECM"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is:
c/o NGP Energy Capital Management, L.L.C.
2850 N. Harwood Street
19th Floor
Dallas, Texas 75201 | |
| (c) | Citizenship:
See responses to Item 4 on each of the cover pages. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
456941103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each of the cover pages. | |
| (b) | Percent of class:
See responses to Item 11 on each of the cover pages. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each of the cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each of the cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each of the cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each of the cover pages.
The shares reported herein are directly held by NGP XI US Holdings. NGP XI Holdings GP L.L.C., a Delaware limited liability company ("NGP XI GP") is the sole general partner of NGP XI US Holdings. NGP Natural Resources XI, L.P., a Delaware limited partnership ("NGP Natural Resources XI"), is the sole member of NGP XI GP. GFW Energy XI, L.P., a Delaware limited partnership ("GFW Energy XI"), is the sole general partner of NGP Natural Resources XI. GFW XI is the sole general partner of GFW Energy XI and has delegated full power and authority to manage GFW Energy XI to NGP ECM.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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EXHIBIT LIST
Exhibit 1 Joint Filing Agreement, dated as of March 6, 2025, by and among the Reporting Persons (filed herewith). |