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CORRESP
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 CORRESP

 811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES

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               September 15, 2025   Via EDGAR   Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549

 Attention:
 John Cannarella

 Yong Kim

 Claudia Rios

 Liz Packebusch

 Re:
 WaterBridge Infrastructure LLC

 Response to Letter dated September 12, 2025

 Amendment No. 2 to Registration Statement on Form S-1

 Filed September 8, 2025

 File No. 333-289823

   To the addressees set forth above: On behalf of our client, WaterBridge Infrastructure LLC (the “ Company ”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) in its comment letter dated September 12, 2025 (the “ Comment Letter ”) with respect to Amendment No. 2 to Registration Statement on Form S-1 filed with the Commission by the Company on September 8, 2025 (“ Amendment No. 2 ”). Concurrently with the submission of this letter, the Company has filed Amendment No. 3 to Registration Statement on Form S-1 (“ Amendment No. 3 ” or the “ Registration Statement ”). For your convenience, we have included the comment of the Staff from the Comment Letter in bold and italics below and provided our response below the comment. All references to page numbers and captions correspond to Amendment No. 3 unless otherwise indicated. Capitalized terms used but not defined herein have the meanings assigned to them in Amendment No. 3.   Registration Statement on Form S-1 filed September 8, 2025   Our Assets, page 4   1. We reissue comment two from our May 15, 2025 letter in part. We note that, on April 1, 2025, you announced the launch of an open season 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.

 September 15, 2025 Page 2

   Response : The Company acknowledges the Staff’s comment and has revised the Registration Statement accordingly. Please see pages 4 and 142-143 of Amendment No. 3.   Our Operating Agreement will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of, page 71   2. Your risk factor heading states that your Operating Agreement will provide that the federal district courts will be the sole and exclusive forum for Securities Act claims. However, your Operating Agreement filed as Exhibit 3.3 specifies that the United States District Court for the District of Delaware shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Please revise your disclosure here and at page 202 to be consistent with your Operating Agreement or advise.   Response : The Company acknowledges the Staff’s comment and has revised the Registration Statement accordingly. Please see pages 70-71 and 201 of Amendment No. 3.   * * * *
 2

 September 15, 2025 Page 3

 We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (713) 546-7486 or my colleague, Ryan J. Maierson, at (713) 546-7420.     Very truly yours,   /s/ Thomas G. Brandt Thomas G. Brandt of LATHAM & WATKINS LLP     cc: Harrison F. Bolling, WaterBridge Infrastructure LLC Scott L. McNeely, WaterBridge Infrastructure LLC Ryan J. Maierson, Latham & Watkins LLP
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 WaterBridge Infrastructure LLC 5555 San Felipe Street, Suite 1200 Houston, Texas 77056 September 15, 2025 Via EDGAR   Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549

 Attention:
 John Cannarella

 Yong Kim

 Claudia Rios

 Liz Packebusch

 Re:
 WaterBridge Infrastructure LLC

 Registration Statement on Form S-1 (File No. 333-289823)

   Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, WaterBridge Infrastructure LLC (the “ Company ”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-289823) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on September 16, 2025, or as soon as practicable thereafter. * * * *
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 The Company requests that we be notified of such effectiveness by a telephone call to Thomas Brandt of Latham & Watkins LLP at (713) 546-7486 and that such effectiveness also be confirmed in writing.     Very truly yours,   WaterBridge Infrastructure LLC   /s/ Scott L. McNeely Name: Scott L. McNeely Title: Chief Financial Officer     cc: Harrison F. Bolling, WaterBridge Infrastructure LLC Scott L. McNeely, WaterBridge Infrastructure LLC Ryan J. Maierson, Latham & Watkins LLP Thomas G. Brandt, Latham & Watkins LLP
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 September 15, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561   Attention: John Cannarella Yong Kim Claudia Rios Liz Packebusch

 Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form S-1, as amended (File No. 333-289823) (the “Registration Statement”), of WaterBridge Infrastructure LLC, a Delaware limited liability company (the “Company”)

 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters, hereby join the Company’s request for acceleration of effectiveness of the Registration Statement to 4:00 p.m., Eastern Time, on Tuesday, September 16, 2025, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time. Pursuant to Rule 460 under the Securities Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of securities, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by each participating underwriter that it has complied and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [ Signature Page Follows ]

 Very truly yours,

 J.P. MORGAN SECURITIES LLC BARCLAYS CAPITAL INC.   As representatives of the several underwriters     J.P. MORGAN SECURITIES LLC

 By:
 /s/ Isabelle Trimble

 Name:
 Isabelle Trimble

 Title:
 Vice President

 BARCLAYS CAPITAL INC.

 By:
 /s/ Robert Stowe

 Name:
 Robert Stowe

 Title:
 Managing Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 12, 2025

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

 Re: WaterBridge Infrastructure LLC
 Amendment No. 2 to Registration Statement on Form S-1
 Filed September 8, 2025
 File No. 333-289823
Dear Jason Long:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Our Assets, page 4

1. We reissue comment two from our May 15, 2025 letter in part. We note
that, on April
 1, 2025, you announced the launch of an open season 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.
 September 12, 2025
Page 2
Our Operating Agreement will designate the Court of Chancery of the State of
Delaware as
the sole and exclusive forum for certain types of, page 71

2. Your risk factor heading states that your Operating Agreement will
provide that
 the federal district courts will be the sole and exclusive forum for
Securities Act
 claims. However, your Operating Agreement filed as Exhibit 3.3 specifies
that
 the United States District Court for the District of Delaware shall be
the sole and
 exclusive forum for the resolution of any complaint asserting a cause of
action arising
 under the Securities Act. Please revise your disclosure here and at page
202 to be
 consistent with your Operating Agreement or advise.

 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>

<DOCUMENT>
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<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>

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
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