Opening the filing
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 _______________________ PBT Land and Minerals, Inc.
(Exact name of registrant as specified in its charter)
_______________________
Texas 6792 42-3391247 (State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification Number)
400 Pine Street, Suite 1010
Abilene, Texas 79601 (325) 677-6177 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_______________________ Eric L. Oliver c / o SoftVest Advisors, LLC 400 Pine Street, Suite 1010
Abilene, Texas 79601 (325) 677-6177 (Name, address, including zip code, and telephone number, in cluding area code, of agent for service)
Smaller reporting company
Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ _______________________ The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE PBT Land and Minerals, Inc. is filing this Amendment No. (this “Amendment”) to its Registration Statement on Form S -1 (File No. 333 -297771 ) (the “Registration Statement”) as an exhibit -only filing to file Exhibit 5.1 and Exhibit 8.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, Exhibit 5.1 and Exhibit 8.1. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules (a) Exhibits
Exhibit
Description 2.1*† Combination Agreement, dated as of July 28, 2026, by and among New PBT, New PBT Sub, OpCo, Blackbeard Holdings, Blackbeard Security and Greybeard Energy 3.1*
Certificate of Formation of the Registrant 3.2*
Amended Certificate of Formation of New PBT 3.3*
Form of A&R Bylaws of the Registrant 4.1*
Form of Rights Certificate 5.1**
Legal Opinion of Paul Hastings LLP 8.1**
Tax Opinion of Paul Hastings LLP 10.1*
Form of Shareholders’ Agreement 10.2*
Form of Registration Rights Agreement 10.3* 2026 Incentive Plan 10.4* Voting and Support Agreement, dated as of July 28, 2026, by and between Blackbeard Security and SoftVest, L.P.
Form of Letter to Record Holders 99.17*
Form of Beneficial Owner Election Form 99.18* Form of Instructions as to Use of PBT Land and Minerals, Inc. Rights Certificates 107*
Filing Fee Table ____________ * Previously filed.
** Filed herewith.
† Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S -K . The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
II-2
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Abilene, State of Texas, on October 21, 2026.
PBT LAND AND MINERALS, INC.
By:
/s/ Eric L. Oliver Name:
Eric L. Oliver Title:
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature