PBT Land & Minerals, Inc. Filed Primary

What the company does

PBT Land and Minerals, Inc. (New PBT) is a newly-formed Texas corporation that entered into a business combination agreement to acquire a majority of the assets and liabilities of the Permian Basin Royalty Trust and the oil and natural gas mineral interests, land operations and other assets owned by Blackbeard Holdings, LLC and Greybeard Energy, LLC. Through the combined entity USLG, it operates as a modern land and resource company built to generate diversified, high-margin cash flows. The company's primary revenue comes from oil and natural gas royalties earned on mineral interests.

Use of proceeds

New PBT expects to receive aggregate gross proceeds of $120.0 million from the Rights Offering and the Blackbeard and Greybeard Subscription, with up to $71.2 million potentially subscribed by Backstop Purchasers (SoftVest and Horizon Kinetics) for unexercised Subscription Rights.

Underwriters

The completed effective-prospectus read stated no underwriters.

Extracted from S-1/A 0001213900-26-097366, filed Sep 4, 2026 and verified against that filing text.

Key risk factors

• Risks of Rights Offering

  “Exercising your Subscription Rights and investing in our Class A Shares involves a high degree of risk.”

• No Board Recommendation

  “The Board is making no recommendation regarding your exercise of the Subscription Rights.”

• Subscription Rights May Expire Worthless

  “Subscription Rights which are not exercised by the Expiration Date of the Rights Offering will expire and will have no value.”

• Conditional Transactions

  “The issuance and sale of Class A Shares pursuant to the Rights Offering, the Blackbeard and Greybeard Subscription and the Backstop Commitment (as defined below), if applicable (collectively, the "Transactions"), are subject to, among other things, the completion of the Blackbeard Contribution Closing (as defined herein) and the closing of the Business Combination.”

• Cancellation Risk

  “If the Business Combination is not approved at the Special Meeting or the Blackbeard Contribution Closing is not completed for any reason, then the Rights Offering will be cancelled and the Transactions will be terminated.”

• Non-Transferable Subscription Rights

  “Once you have exercised your Subscription Rights, your exercise may not be revoked.”