| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
INFINITY NATURAL RESOURCES, INC. (Name of Issuer) |
Class A common stock, par value $0.01 per share (the "Shares") (Title of Class of Securities) |
456941103 (CUSIP Number) |
02/03/2025 (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) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 456941103 |
| 1 | Names of Reporting Persons Jain Global LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 744,444.00 | ||||||||
| 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) 5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
Comment for Type of Reporting Person:
The percentages reported in this Schedule 13G are based upon 13,250,000 Shares outstanding after completion of the issuer's initial public offering (according to the issuer's Form 8-K as filed with the Securities and Exchange Commission on February 3, 2025).
SCHEDULE 13G |
| CUSIP No. | 456941103 |
| 1 | Names of Reporting Persons Jain Holdings LLC | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 744,444.00 | ||||||||
| 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) 5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, OO |
SCHEDULE 13G |
| CUSIP No. | 456941103 |
| 1 | Names of Reporting Persons Robert Jain | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 744,444.00 | ||||||||
| 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) 5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: INFINITY NATURAL RESOURCES, INC. | |
| (b) | Address of issuer's principal executive
offices: 2605 Cranberry Square Morgantown, WV, 26508 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is being jointly filed by Jain Global LLC ("Jain Global"), a registered investment adviser, Jain Holdings LLC ("Jain Holdings"), and Mr. Robert Jain (collectively with Jain Global and Jain Holdings, the "Reporting Persons") with respect to the Shares owned by Jain Global Master Fund Ltd (the "Fund").
Jain Global is the investment manager for the Fund. Jain Holdings is the sole member of Jain Global. Mr. Jain is the Chief Executive Officer and Chief Investment Officer of Jain Global, and owns a controlling interest in Jain Holdings.
Each of the Reporting Persons disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Schedule 13G shall not be construed as an admission by the Reporting Persons that they are the beneficial owners of any of the Shares covered by this Schedule 13G. | |
| (b) | Address or principal business office or, if
none, residence: The address of each of the Reporting Persons is 510 Madison Avenue, New York, New York 10022. | |
| (c) | Citizenship: Each of Jain Global and Jain Holdings is organized as a limited liability company under the laws of the State of Delaware. Mr. Jain is a U.S. citizen. | |
| (d) | Title of class of securities: Class A common stock, par value $0.01 per share (the "Shares") | |
| (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); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (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); | |
| (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). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 744,444 | |
| (b) | Percent of class: 5.6 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 744,444 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 744,444 | ||
| 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
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Comments accompanying signature:
* Noah Goldberg is signing on behalf of Robert Jain as attorney-in-fact pursuant to a power of attorney filed with the Securities and Exchange Commission attached hereto as Exhibit 99.1.
Exhibit
Information |
Exhibit 99.1 - power of attorney for Noah Goldberg
Exhibit 99.2 - joint filing agreement |