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 May 15, 2025

Jason Long
Chief Executive Officer
WaterBridge Infrastructure LLC
5555 San Felipe Street, Suite 1200
Houston, Texas 77056

 Re: WaterBridge Infrastructure LLC
 Draft Registration Statement on Form S-1
 Submitted April 18, 2025
 CIK No. 0002064947
Dear Jason Long:

 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
Basis of Presentation, page ii

1. We note your disclosure that NDB Midstream and WBEF were not under
common
 control for the periods presented and NDB Midstream is the accounting
acquirer in
 the WaterBridge Combination. We also note disclosure on page 1
 that WBEF and NDB Operating, are deemed your predecessors for accounting
 purposes. Please address the following comments:

 Please clarify the relationship between NDB Midstream and NDB
Operating and
 tell us your ownership interest in each entity.
 Tell us why you state here that NDB Midstream is the accounting
acquirer, but
 state that NDB Operating is the accounting acquirer in the pro forma
financial
 May 15, 2025
Page 2

 statements on page F-9.
 In regard to common control of NDB Midstream and WBEF, provide us
with
 your analysis as to why such entities are not under common control.
Present any
 factors you considered beyond equity ownership, and the weight given
to such
 factors.
 Clarify how you concluded that WBEF and NDB Operating are deemed
your
 predecessors for accounting purposes and how it relates to your
disclosure here
 that NDB Midstream is the accounting acquirer of WBEF.
Summary
Our Assets, page 3

2. We note your disclosure regarding an open season, scheduled to have
concluded on
 May 1, 2025, to solicit commitments from E&P companies to support your
 construction of a large diameter transportation pipeline, which you
refer to as the
 Speedway Pipeline, that will extend across the northern Delaware
Basin and
 connect Eddy and Lea counties to out-of-basin pore space in the Central
Basin
 Platform owned by LandBridge. Please expand your disclosure to discuss
the timing
 and anticipated cost of development of this asset.
Competitive Strengths
Experienced Management Team that Pioneered Large-Scale Water Infrastructure
Development
Proven Track Record of Prudent, High-Return Capital Allocation, page 12

3. We note your disclosure in these sections. Please also include
disclosure cautioning
 potential investors that the prior performance of entities or projects
in which
 management has been involved is not indicative of your future
performance.
Corporate Reorganization, page 15

4. To facilitate an understanding of the nature of the transactions, please
identify your
 corporate reorganization as an Up-C in your summary and elsewhere
throughout
 your prospectus. Please also expand your summary disclosure to explain
the business
 or strategic rationale for why this corporate structure was selected and
discuss the
 significant material benefits to the parties involved.
Organizational Structure, page 19

5. Please update the corporate structure diagrams situated on pages 18 and
19 to include
 the ownership interests of the entities depicted. In addition, please
update both
 diagrams to separately identify and present WaterBridge NDB Operating
LLC and
 WaterBridge Equity Finance LLC.
A loss of one or more significant customers could have a material adverse
effect, page 40

6. You disclose here that for the year ended December 31, 2024 two
 customers collectively represented 31% of your total water-related
revenues; that each
 individually comprised 21% and 11% of your total accounts receivable, on
a pro
 forma basis, as of December 31, 2024; and that they collectively
represented 32% of
 May 15, 2025
Page 3

 your total accounts receivable at such date. 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 the agreements,
please provide us
 an analysis to explain your basis.
Future sales of Class A shares, or the perception that such sales may occur,
may depress our
share price, page 51

7. Please revise your risk factor to disclose the number of shares subject
to the
 Registration Rights Agreement.
Certain of our directors and officers may have significant duties with, and
spend significant
time serving, other entities, page 53

8. Please revise this risk factor to discuss how much time each member of
management
 expects to devote to the company.
Our Operating Agreement will designate the Court of Chancery of the State of
Delaware as
the sole and exclusive forum, page 57

9. We note your disclosure that your Operating Agreement will provide that,
unless you
 consent in writing to the selection of an alternative forum, the Court
of Chancery of
 the State of Delaware (or, if the Court of Chancery of the State of
Delaware does not
 have jurisdiction, the Superior Court of the State of Delaware, or, if
the Superior
 Court of the State of Delaware does not have jurisdiction, the United
States District
 Court for the District of Delaware, in each case, subject to that court
having personal
 jurisdiction over the indispensable parties named defendants therein)
will, to the
 fullest extent permitted by applicable law, be the sole and exclusive
forum for any
 derivative action. We further note your disclosure that Our Operating
Agreement will
 also provide that, to the fullest extent permitted by applicable law,
the United States
 District Court for the District of Delaware will be the sole and
exclusive forum for
 resolving any complaint asserting a cause of action under the Securities
Act. This
 provision would not apply to claims brought to enforce a duty or
liability created by
 the Exchange Act, the Securities Act or any other claim for which the
federal courts
 have exclusive jurisdiction. Please revise to clarify the
applicability of your choice of
 forum provision(s) to Securities Act claims.
Use of Proceeds, page 64

10. You state here that you intend to use a portion of your offering
proceeds to purchase,
 in full, the OpCo preferred equity interests held by the Legacy
Preferred Holder;
 however, the introduction to your pro forma financial statements on page
F-5 and the
 transaction accounting adjustments footnote on page F-10 indicate that a
portion of
 the net proceeds will be used to pay a distribution to preferred
shareholders. Please
 clarify or revise this discrepancy.
11. We note your disclosure that OpCo intends to use the remaining net
proceeds from the
 offering to repay outstanding indebtedness of WaterBridge Operating and
its
 May 15, 2025
Page 4

 subsidiaries. Please provide the disclosure required by Instruction 4 to
Item 504 of
 Regulation S-K.
Dividend Policy, page 65

12. We note your disclosure that you intend to pay dividends on your Class A
shares in
 amounts determined from time to time by your board of directors. We also
note your
 disclosure on page 52 that your board of directors will take into
account, amongst
 other things, your financial condition, results of operations, and cash
flows from
 operations when declaring and paying dividends. You also disclose on
page
 82 that you expect your primary sources of liquidity to be cash flows
from operating
 activities and, if required, proceeds from borrowings under your credit
facilities.
 Finally, you state that you expect that your primary liquidity and
capital requirements
 will be for your operating expenses, servicing of debt, the payment of
dividends to
 your shareholders, if any, general company needs and investing in your
business.

 Indicate the extent to which the operating cash flows for 2024 would
have supported
 your capital requirements, capital expenditure plans, and dividend
payments if you
 elected to declare a dividend for that period. To the extent there is a
cash deficiency,
 quantify that amount and explain the extent to which your reliance on
external
 funding would have increased to cover your cash requirements.
Capitalization, page 66

13. Please include a column for the Registrant, WaterBridge Infrastructure
LLC
 ("WaterBridge"), in your capitalization table.
Overview, page 69

14. Please provide support for your belief that you operate the largest
water infrastructure
 network in the United States.
Security Ownership of Certain Beneficial Owners and Management, page 132

15. Please revise your beneficial ownership table to disclose the natural
person or persons
 who exercise sole or shared voting and/or dispositive powers with
respect to the
 shares held by WBR Aggregator, NDB Holdings, and Devon Holdco. Refer to
Item
 403 of Regulation S-K and Exchange Act Rule 13d-3.
Unaudited Pro Forma Financial Statements
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 2: Basis of Presentation, page F-9

16. Please provide us with a detailed analysis under ASC 805-10-25-4 as to
why NDB
 Operating is the accounting acquirer in the WaterBridge Combination.
Financial Statements , page F-17

17. Please update Note 1. Organization and Nature of Operations on pages
F-17 and F-42
 to quantify Five Point's ownership interest in WaterBridge NDB Operating
LLC
 and WaterBridge Equity Finance LLC, respectively, as of the balance
sheet date.
 May 15, 2025
Page 5
Exhibits

18. Please tell us what consideration you gave to filing the following
agreements as
 exhibits :

 Produced water facilities agreements with LandBridge
 Supply water facilities agreement with Landbridge
 Surface use agreement with LandBridge
 Solids waste handling agreements and produced water offload
agreements with
 Desert Environmental
 Long-term strategic partnership agreement with Devon described on
pages 2 and
 10
 Shared Services Agreement with LandBridge and Desert Environmental

 Refer to Item 601(b)(2) and Item 601(b)(10) of Regulation S-K.

General

19. Throughout your filing you refer to WaterBridge Equity Finance LLC
("WBEF") and
 WaterBridge NDB Operating LLC ("NDB Operating") as predecessors. Please
define
 and explain what "predecessors," "predecessors for accounting purposes,"
and "co-
 predecessor" signify and are meant to represent.

 In addition, tell us what you expect to present as historical
predecessor financial
 statements in future periodic filings, such as a Form 10-K. As an
example, tell us
 which entity or entities will be presented as your historical financial
statements as of
 and for the year ended December 31, 2024 in a future Form 10-K.
20. Please provide us with supplemental copies of all written
communications, as defined
 in Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
 behalf, have presented or expect to present to potential investors in
reliance on Section
 5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of
 those communications. Please contact the staff member associated with
the review of
 this filing to discuss how to submit the materials, if any, to us for
our review.
 May 15, 2025
Page 6

 Please contact John Cannarella at 202-551-3337 or Yong Kim at
202-551-3323 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Ryan Maierson, Esq.
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