LandBridge Co LLC-A美股招股说明书(2025-01-28版)

59,058,271 Class A Shares LandBridge Company LLC Class A SharesRepresenting Limited Liability Company Interests This prospectus relates to the offer and sale, from time to time, by the selling shareholders identified in this prospectus (the “SellingShareholders”) of up to an aggregate of 59,058,271 Class A shares representing limited liability company interests (“Class A shares”) inLandBridge Company LLC, a Delaware limited liability company (“LandBridge,” the “Company,” “we,” “us” or “our”), consisting of(i) 53,227,852 Class A shares that may be resold by LandBridge Holdings LLC upon redemption of an equal number of OpCo Units (as definedbelow) (together with the cancellation of an equal number of Class B shares (as defined below)) and (ii) 5,830,419 Class A shares issued to theother Selling Shareholders in the December Private Placement (as defined below). The Selling Shareholders may offer, sell or distribute all or a portion of the Class A shares hereby registered publicly or through privatetransactions at prevailing market prices or at negotiated prices. We are not selling any Class A shares under this prospectus and will not receiveany of the proceeds from the sale of the Class A shares by the Selling Shareholders. We will bear all costs, expenses and fees in connection withthe registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Shareholders willbear all commissions and discounts, if any, attributable to their sale of our Class A shares. The Class A shares may be resold by the SellingShareholders directly to investors or to or through underwriters, dealers or other agents, as described in more detail in this prospectus. We do notknow if, when or in what amounts a Selling Shareholder may offer Class A shares for resale. The Selling Shareholders may resell all, some ornone of the Class A shares covered by this prospectus in one or multiple transactions. For more information, see the section titled “Plan ofDistribution.” Our Class A shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “LB.” The last reported sales price of ourClass A shares on the NYSE on January 27, 2025 was $64.19 per Class A share. We have two classes of authorized equity securities outstanding: Class A shares and Class B shares representing limited liability companyinterests (“Class B shares” and, together with Class A shares, “common shares”). Our Class B shares have no economic rights but entitle holdersto one vote per Class B share on all matters to be voted on by shareholders generally. Holders of Class A shares and Class B shares vote togetheras a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by ourOperating Agreement (as defined herein). We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and, as such, we have electedto take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Please see the section titled“Risk Factors.” We also are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for and rely on exemptionsfrom certain corporate governance requirements. See “Management—Status as a Controlled Company” for additional information. Investing in our Class A shares involves risks. See “Risk Factors” beginning on page 28 of this prospectus to read about factors you shouldconsider before investing in our Class A shares. These risks include the following: •Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity on oraround our land. If E&P companies do not maintain drilling, completionand production activities on or around our land, thedemand for the use of our land and resources, as well as the royalties we receive from the production of oil and natural gas andrelated activities on our land, could be reduced, which could have a material adverse effect on our results of operations, cash flowsand financial position.•The willingness of E&P companies to engage in drilling, completion and production activities on and around our land issubstantially influenced by the market prices of oil and natural gas, which are highly volatile. A substantial or extended decline in oiland natural gas prices may adversely affect our results of operations, cash flows and financial position.•Because a significant portion of our future revenue growth is expected to be derived from WaterBridge and Desert Environmental(each, as defined herein), any development that materially and adversely affects their business, operations or financial conditioncould have a material adverse impact on us. •Our reliance on WaterBridge and its personnel to manage and operate our business exposes us to certain risks.•LandBridge Holdings (as defined herein) has the ability to d