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UPLOAD Filing

WaterBridge Infrastructure LLC
Date: June 16, 2025 · CIK: 0002064947 · Accession: 0000000000-25-006331

Financial Reporting Regulatory Compliance Risk Disclosure

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Confidence
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Reasoning

Date
June 16, 2025
Author
cc: Ryan Maierson, Esq.
Form
UPLOAD
Company
WaterBridge Infrastructure LLC

Letter

Re: WaterBridge Infrastructure LLC Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 2, 2025 CIK No. 0002064947 Dear Jason Long:

June 16, 2025

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

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 May 15, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 Basis of Presentation, page ii

1. We note your response to prior comment one regarding your view that NDB Midstream and WBEF are not under common control. Please address the following:

You indicate on page 4 of your response letter that....the limited partners do hold any participating rights and all decision-making authority rests with the applicable general partner. Please clarify if you intended to indicate that the limited partners do not hold any participating rights. June 16, 2025 Page 2

We note disclosure on page F-19 that Five Point Energy Fund I LP, Five Point Energy Fund II LP, and Five Point Energy Fund III LP collectively hold a 65.8% indirect interest in NDB Operating and on page F-58 that Five Point Energy Fund I LP and Five Point Energy Fund II LP hold a 76% indirect interest in WBEF. Please quantify the ownership interests held by each of the LP Funds in NDB Operating and WBEF.

Identify the general partner(s) for each Fund, their ownership interest in each Fund, and provide the name of the the general partner legal entity for each Fund.

You state that the general partner may delegate to Five Point Infrastructure, LLC ("Manger") all of power and authority of the general partners under the applicable Limited Partnership Agreement ("LPA") provided that the ultimate management and conduct of activities of the applicate Five Point Fund remains the sole responsibility of the generate partner. Please clarify whether the general partner delegates control and decision making ability to the Manager, or, whether the Manager only executes and/or carries out the decisions and instructions made by the general partner. Company Overview, page 1

2. We note that you have developed a proprietary data analysis technology, referred to as your WAVE platform. Please disclose whether you have any intellectual property rights associated with this platform. Please also include an appropriate risk factor addressing the intellectual property protection on your product. Dividend Policy, page 69

3. We note your response to prior comment 12 which states that on a combined basis, NDB Operating and WBEF would have had a cash deficiency of $203.8 million for the year ended December 31, 2024. We also note you continue to disclose your intention to pay a dividend on your Class A Shares. Please address the following:

Disclose, if true, that on a combined basis, you would not have declared dividends in the year ended December 31, 2024 since you would have had a cash deficiency of $203.8 million since operating cash flows after giving effect to capital requirements would not have supported a distribution.

Tell us and disclose the timing of when you expect to commence the payment of dividends on your Class A Shares.

Please tell us management's plans to generate cash flows sufficient to and consistent with your expectations to pay dividends prospectively. For example, are you projecting increased throughput volumes or increased pricing that will generate sufficient cash flows to pay your intended dividends? June 16, 2025 Page 3

Provide incremental disclosure regarding the nature of management's plans to increase cash flows of the combined entities sufficient to pay your intended dividends. Security Ownership of Certain Beneficial Owners and Management, page 145

4. We note your response to prior comment 15 and reissue the comment. 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. 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.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 16, 2025

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

 Re: WaterBridge Infrastructure LLC
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted June 2, 2025
 CIK No. 0002064947
Dear Jason Long:

 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 May 15, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Basis of Presentation, page ii

1. We note your response to prior comment one regarding your view that NDB
 Midstream and WBEF are not under common control. Please address the
following:

 You indicate on page 4 of your response letter that....the limited
partners do hold
 any participating rights and all decision-making authority rests
with the
 applicable general partner. Please clarify if you intended to
indicate that the
 limited partners do not hold any participating rights.
 June 16, 2025
Page 2

 We note disclosure on page F-19 that Five Point Energy Fund I LP,
Five Point
 Energy Fund II LP, and Five Point Energy Fund III LP collectively
hold a
 65.8% indirect interest in NDB Operating and on page F-58 that Five
Point
 Energy Fund I LP and Five Point Energy Fund II LP hold a 76%
indirect interest
 in WBEF. Please quantify the ownership interests held by each of the
LP Funds in
 NDB Operating and WBEF.

 Identify the general partner(s) for each Fund, their ownership
interest in each
 Fund, and provide the name of the the general partner legal entity
for each Fund.

 You state that the general partner may delegate to Five Point
Infrastructure, LLC
 ("Manger") all of power and authority of the general partners under
the applicable
 Limited Partnership Agreement ("LPA") provided that the ultimate
management
 and conduct of activities of the applicate Five Point Fund remains
the sole
 responsibility of the generate partner. Please clarify whether the
general partner
 delegates control and decision making ability to the Manager, or,
whether the
 Manager only executes and/or carries out the decisions and
instructions made by
 the general partner.
Company Overview, page 1

2. We note that you have developed a proprietary data analysis technology,
referred to as
 your WAVE platform. Please disclose whether you have any intellectual
property
 rights associated with this platform. Please also include an appropriate
risk factor
 addressing the intellectual property protection on your product.
Dividend Policy, page 69

3. We note your response to prior comment 12 which states that on a
combined basis,
 NDB Operating and WBEF would have had a cash deficiency of $203.8
million for
 the year ended December 31, 2024. We also note you continue to disclose
your
 intention to pay a dividend on your Class A Shares. Please address the
following:

 Disclose, if true, that on a combined basis, you would not have
declared dividends
 in the year ended December 31, 2024 since you would have had a cash
deficiency
 of $203.8 million since operating cash flows after giving effect to
capital
 requirements would not have supported a distribution.

 Tell us and disclose the timing of when you expect to commence the
payment of
 dividends on your Class A Shares.

 Please tell us management's plans to generate cash flows
sufficient to and
 consistent with your expectations to pay dividends prospectively.
For example,
 are you projecting increased throughput volumes or increased pricing
that will
 generate sufficient cash flows to pay your intended dividends?
 June 16, 2025
Page 3

 Provide incremental disclosure regarding the nature of
management's plans to
 increase cash flows of the combined entities sufficient to pay your
 intended dividends.
Security Ownership of Certain Beneficial Owners and Management, page 145

4. We note your response to prior comment 15 and reissue the comment.
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.
 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.
</TEXT>
</DOCUMENT>