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November 8, 2023
Steven R. Jones
Co-Chief Executive Officer
LandBridge Co LLC
5555 San Felipe Street, Suite 1200
Houston, TX 77056
Re:LandBridge Co LLC
Draft Registration Statement on Form S-1
Submitted October 11, 2023
CIK No.: 0001995807
Dear Steven R. Jones:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise the fifth bullet to disclose that NDB Parent has director designation rights,
including the right to designate more than a majority of the board for so long as it and its
affiliates beneficially own at least 40% of your outstanding common shares, and whether
you will elect to not comply with certain NYSE requirements. Also revise your disclosure
in the fourth bullet on page 25 to clarify that NDB Parent continues to have a variation of
the director designation rights so long as it owns at least 10% of your outstanding
common shares, and that it also has the ability to appoint the same number of board
observers as it does director designees, as you further discuss on page 159.
Industry Data, page iii
2.We refer to your statements that you cannot assure investors of the accuracy or the
completeness of market and industry data, and that you have not independently verified

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the third-party information. These statements imply an inappropriate disclaimer of
responsibility with respect to this information. Please either delete these statements or
specifically state that you are responsible for such information.
Summary, page 1
3.We note your disclosure that you currently own 72,000 surface acres and that you also
own 8,000 net mineral acres, which "largely underlie [y]our surface acreage." Please
revise to clarify whether the reference to surface acres includes any mineral rights that
may underlie the surface acres.
Our Assets
Our Core Position, page 4
4.We note the figure presenting the “Hydrocarbon Resources Near Our Core Position”
appears to illustrate the distribution of “Oil EUR” based on a “high” and “low” metric
using “bbl/ft.” Please expand the discussion accompanying this figure to explain in
reasonable detail the use of and basis for presenting EUR expressed as bbl/ft. This
comment also applies to the disclosure on page 116.
5.We note the disclosure on pages 15, 102 and 124 of 7,660 high-probability undrilled well
locations within a 10-mile radius of your surface acreage appears to be inconsistent with
the figure in the table on page 103 and does not appear consistent with the figures relating
to such locations provided on pages 4 and 7. Please revise your disclosure as necessary to
resolve these inconsistencies or tell us why a revision is not needed.
Sources of Revenue
Resource Sales and Royalties, page 9
6.Please revise to balance your disclosure by explaining that there is a limited number of
potential customers on or near your land and that you compete for customers with
adjacent landowners, as you reference on page 40.
Our Relationship with Desert Environmental, page 13
7.We refer to your statements that Desert Environmental is developing two environmental
remediation facilities and that you will earn revenue from a variety of sources, including
waste disposal. To the extent correct, please revise to balance your disclosures to explain
that this development is in the early stages, and provide some context to investors to
understand the duration of time for this development. In this regard, we note that you
disclose on page 161 you received less than $100,000 of fees from Desert Environmental.
We also note you state that you are coordinating to develop "best-in-class" integrated non-
hazardous oilfield reclamation and solid waste facilities on your land with Desert
Environmental. As you are currently in the development stages of the project, please
explain why it is appropriate to refer to these facilities as "best-in-class."

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 FirstName LastNameSteven R. Jones
LandBridge Co LLC
November 8, 2023
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Corporate Reorganization, page 18
8.We note your disclosure that following the Corporate Reorganization, LandBridge will be
the sole managing member of OpCo, and will be responsible for all operational,
management and administrative decisions relating to OpCo’s business and will
consolidate financial results of OpCo and its subsidiaries. We further note your disclosure
on page iii, that your ownership of OpCo Units will initially represent a minority share of
OpCo and that you expect that the NDB Parent will initially hold a majority of the
economic interest in OpCo, as a non-controlling interest holder, through its ownership of a
majority of the outstanding OpCo Units immediately after the closing of this offering.
Furthermore, we note that as result NDB Parent will directly control you, and, as a result,
will indirectly control OpCo through its ownership of Class B shares that represent a
majority of your outstanding common shares.  In order to better understand your intended
future accounting please provide us with your analysis under ASC 810 under both the
variable interest or voting interest models such that you were able to conclude that you
will consolidate OpCo directly rather than NDB Parent.
Redemption Right, page 20
9.We note your disclosure that there is also a call right for OpCo Units. Please revise to
clarify under what circumstances you will have this right.
Organizational Structure, page 23
10.Please revise the diagram to explain the proposed reorganization, such as by including a
diagram of the current structure. Please also revise to explain how the ownership structure
reflected in the diagram is "simplified," and tell us the approximate anticipated ownership
split between you and NDB Parent. Please also expand your discussion on page 159 of the
material terms of the Contribution Agreement and file such agreement as an exhibit.
Risk Factors, page 36
11.We note your risk factor disclosure that as a holding company you will have no material
assets other than your equity interest in OpCo. You also state that OpCo will be classified
as a partnership for federal income tax purposes. Please expand on your risk factor
disclosure to describe any material, adverse tax consequences of the OpCo partnership.
12.Please expand your disclosure to include a risk factor addressing the uncertainty in the
estimation of proved of oil and natural gas reserves and future net cash flows relating to
your mineral interests.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 88
13.Please update your results of operations to provide a discussion of results for each of the
periods presented based on comparable prior periods. In that regard, your discussion

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should provide a discussion comparing your results of operations for the years ended
December 31, 2022 and December 31, 2021 in addition to the discussion comparing your
results of operations for the nine months ended September 30, 2023 with the comparable
nine months ended September 30, 2022. See Item 303 of Regulation S-K.
Industry
Hydrocarbon Value Chain, page 102
14.We note you disclose certain undrilled development locations in the table on page 103 and
elsewhere in your filing based on probability. Please expand your disclosure to clarify
what the application of “probability” is measuring in relationship to the disclosure of these
locations and explain how the differing levels of probability, e.g. a high-probability or
medium-probability, was determined and assigned to individual locations. As part of your
expanded disclosure also include an explanation for what the line item “Other Potential”
represents.
Our Core Position, page 115
15.We refer to your discussion of the agreement with TPL, which you state provides
reciprocal crossing rights and royalty and revenue sharing. Please expand on your
disclosure to describe the material terms of the agreement, and file such agreement as an
exhibit.
Business
Our Mineral Interests, page 117
16.Please expand your mineral interest disclosures to include a proved reserves table
presenting your net proved developed, proved undeveloped reserves and total proved
reserves broken out by oil, NGLs and natural gas volumes. Refer to disclosure
requirements in Item 1202(a) of Regulation S-K.

This comment also applies to the “Analysis of Changes in Proved Reserves” on page F-
37. Refer to disclosure requirements in FASB ASC 932-235-50-4.
17.Please expand your disclosure of proved undeveloped reserves to present the material
changes in the net quantities that occurred during the year. Include a detailed narrative to
reconcile the overall change by separately identifying and quantifying each contributing
factor, including offsetting factors, so that the changes in net proved undeveloped reserves
between periods are fully explained including volume changes due to extensions, costs,
commodity prices, royalty interest adjustments, well performance, transfers to developed,
sales and acquisitions, unsuccessful and/or uneconomic proved undeveloped locations, or
the removal of proved undeveloped locations due to changes in development plans. Refer
to the disclosure requirements in Item 1203(a) and (b) of Regulation S-K

This comment also applies to the explanations provided in conjunction with the
reconciliation of the changes presented in the “Analysis of Changes in Proved Reserves”

 FirstName LastNameSteven R. Jones
 Comapany NameLandBridge Co LLC
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 FirstName LastName
Steven R. Jones
LandBridge Co LLC
November 8, 2023
Page 5
on page F-37. Refer to the disclosure requirements in FASB ASC 932-235-50-5.
18.We note that, as of December 31, 2022, you disclose significant quantities of proved
undeveloped reserves in comparison to your proved developed reserves. We also note
from disclosure on page 37 that all decisions as to the investments in, and production
from, wells in which you hold a mineral interest are dependent upon decisions made by
the producers. As a result, you cannot control whether a producer chooses to develop a
property or the success of drilling and development activities, which depend on a number
of factors under the control of the producer. Furthermore, disclosure on page 99 indicates
you monitor drilling and completion activity on your mineral acreage using publicly
available sources in order to determine when new royalty interest production may be
coming online.

Based on the disclosure that your oil and gas ownership consist of royalty interests only
and the limitations noted on pages 37 and 99, please expand your disclosure to provide a
detailed explanation for the methodology you used in the determination of your proved
developed and undeveloped reserves.

Supplementally, tell us how you concluded that the estimates disclosed as of December
31, 2022 complied with the requirements for reasonable certainty and disclosure as proved
reserves. Refer to the definitions of reasonable certainty, proved oil and gas reserves and
undeveloped reserves in Rule 4-10(a)(24), (a)(22) and (a)(31) of Regulation S-X,
respectively, in formulating your response.
19.Please expand your disclosure to provide the information required by Items 1202(a)(6)
and (a)(7) of Regulation S-K, respectively.
20.Please expand the disclosure in your filing to provide the annual volumes of production by
final product sold for each of the last three fiscal years, including the disclosure of natural
gas liquids production if sold separately. Additionally provide the average sales prices by
final product sold and the average production cost per unit of production. Refer to the
disclosure requirements in Item 1204 of Regulation S-K.
Properties, page 127
21.Please expand your disclosure to provide the information required by Items 1205 and
1206 of Regulation S-K, respectively. As part of your expanded disclosure also include
the information relating to 1) the total number of gross and net productive wells,
expressed separately for oil and gas, 2) the total gross and net developed and undeveloped
mineral acreage in which you own an interest, and 3) any undeveloped mineral acreage
subject to expirations. Refer to the definitions and disclosure requirements in Item 1208 of
Regulation S-K. For the purposes of disclosing net royalty wells and acres in which you
do not hold a working interest, consider the net revenue interest as a substitute for the
working interest.

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 Comapany NameLandBridge Co LLC
 November 8, 2023 Page 6
 FirstName LastName
Steven R. Jones
LandBridge Co LLC
November 8, 2023
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Customers; Material Contracts and Marketing, page 128
22.We note your disclosure that your five largest customers comprised approximately 46% of
the total revenue for the 2022 fiscal year, including that approximately a quarter of your
total revenues came from "two significant customers," and your statement on page 45 that
approximately 35% of your accounts receivable came from one customer. We also note
your statement that the loss of any of these customers could have a material adverse effect
on your results of operations, cash flows, and financial position.  To the extent you are
substantially dependent on any agreements or arrangements with these customers, please
describe the material terms of such agreements and arrangements and file the agreements
as exhibits to your registration statement. Refer to Item 601(b)(10) of Regulation S-K. If
you believe you are not substantially dependent on these agreements, please provide us an
analysis to explain your basis.
23.Please revise to expand your discussion of your SURAs, SUAs and your WaterBridge
agreement to provide investors with some additional context regarding the material
economic terms of the agreements. We also note your disclosures in the prospectus that
your contracts generally include inflation escalators. Please revise your disclosures as
appropriate to provide additional information regarding the amount of such escalators.
Regulation of Environmental and Occupational Safety and Health Matters, page 132
24.Please expand your disclosures in this section to include specific discussions regarding
Texas and New Mexico laws and regulations, including any required permitting processes.
Please also discuss the MBTA, which you reference on page 51.
Executive Compensation , page 145
25.We note your disclosures regarding executive compensation and the Shared Services
Agreement, including the $5 million fee paid thereunder as direct cost reimbursements in
2022. Please revise your disclosures to expand on your description of the material terms of
the Shared Services Agreement, including the payment for services provided by your
executive management team, and a discussion of the mark-up paid for services. Please
also file the agreement as an exhibit.
Description of Shares, page 163
26.Please revise to add a discussion regarding distribution righ