LandBridge Co LLC-A美股招股说明书(2025-03-25版)

LandBridge Company LLC ClassA 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 “Selling Shareholders”) of up to an aggregate of56,412,904 ClassA shares representing limited liability company interests (“ClassA shares”) in LandBridge Company LLC, a Delaware limited liability company (“LandBridge,” the“Company,” “we,” “us” or “our”), consisting of (i) 53,193,178 ClassA shares that may be resold by LandBridge Holdings LLC upon redemption of an equal number of OpCo Units (asdefined below) (together with the cancellation of an equal number of ClassB shares (as defined below)) and (ii) 3,219,726 ClassA shares issued to the other Selling Shareholders in theDecember Private Placement (as defined below). The Selling Shareholders may offer, sell or distribute all or a portion of the ClassA shares hereby registered publicly or through private transactions at prevailing market prices or atnegotiated prices. We are not selling any ClassA shares under this prospectus and will not receive any of the proceeds from the sale of the ClassA shares by the Selling Shareholders. We willbear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Shareholderswill bear all commissions and discounts, if any, attributable to their sale of our ClassA shares. The ClassA shares may be resold by the Selling Shareholders directly to investors or to orthrough underwriters, dealers or other agents, as described in more detail in this prospectus. We do not know if, when or in what amounts a Selling Shareholder may offer ClassA shares forresale. The Selling Shareholders may resell all, some or none of the ClassA shares covered by this prospectus in one or multiple transactions. For more information, see the section titled“Plan of Distribution.” Our ClassA shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “LB.” The last reported sales price of our ClassA shares on the NYSE on March21,2025 was $77.05 per ClassA share. We have two classes of authorized equity securities outstanding: ClassA shares and ClassB shares representing limited liability company interests (“ClassB shares” and, together withClassA shares, “common shares”). Our ClassB shares have no economic rights but entitle holders to one vote per ClassB share on all matters to be voted on by shareholders generally.Holders of ClassA shares and ClassB shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicablelaw or by our Operating 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 elected to take advantage of certain reducedpublic 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 NYSErules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements. See “Management—Status as a Controlled Company” for additional information. •Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity on or around our land. If E&P companies do notmaintain drilling, completion and production activities on or around our land, the demand for the use of our land and resources, as well as the royalties we receive from theproduction of oil and natural gas and related activities on our land, could be reduced, which could have a material adverse effect on our results of operations, cash flows andfinancial position.•The willingness of E&P companies to engage in drilling, completion and production activities on and around our land is substantially influenced by the market prices of oil andnatural gas, which are highly volatile. A substantial or extended decline in oil and natural gas prices may adversely affect our results of operations, cash flows and financialposition.•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 thatmaterially and adversely affects their business, operations or financial condition could 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 direct the voting of a majority of our common shares and control certain decisions with respect to our managementand business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates bene