PBT Land and Minerals, Inc.
10/21/2026 | Press release | Distributed by Public on 10/21/2026 04:26
Amendment to Registration of Securities issued in Business Combination Transaction (Form S-4/A)
As filed with the U.S. Securities and Exchange Commission on October 21, 2026
Registration Statement No. 333-297770
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PBT Land and Minerals, Inc.
(Exact name of registrant as specified in its charter)
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Texas |
6792 |
42-3391247 |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
400 Pine Street, Suite 1010
Abilene, TX, 79601
(325) 677-6177
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
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Eric L. Oliver
c/o SoftVest Advisors, LLC
400 Pine Street, Suite 1010
Abilene, TX, 79601
(325) 677-6177
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies of all communications, including communications sent to agent for service, should be sent to:
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Eduardo Gallardo Colin J. Diamond Chris Centrich Paul Hastings LLP 609 Main Street, Suite 2500 Houston, Texas 77002 (713) 860-7300 |
Ricky Torlincasi Blackbeard Operating, LLC 1751 River Run, Suite 405 Fort Worth, Texas 76107 (432) 242-0050 |
Douglas E. McWilliams Thomas G. Zentner Vinson & Elkins L.L.P. 845 Texas Avenue, Suite 4700 Houston, Texas 77002 (713) 758-2222 |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
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. 4 (this "Amendment") to its Registration Statement on Form S-4 (File No. 333-297770) (the "Registration Statement") as an exhibit-only filing to file Exhibit 8.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 8.1. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
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Exhibit |
Description |
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2.1**† |
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3.1** |
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3.2** |
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3.3** |
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3.4** |
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3.5** |
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5.1** |
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8.1* |
Opinion of Paul Hastings LLP regarding certain U.S. federal income tax matters. |
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10.1** |
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10.2** |
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10.3** |
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10.4** |
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10.5** |
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10.6** |
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10.7**† |
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10.8**† |
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10.9**† |
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10.10**† |
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10.11**† |
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10.12**† |
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10.13** |
Oil and Gas Lease with Blackbeard Operating, dated May 30, 2025 |
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10.14** |
Oil and Gas Lease - Wellbore Only with Blackbeard Operating, dated May 30, 2025 |
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10.15** |
Oil and Gas Lease with Blackbeard Operating, dated June 1, 2026 |
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10.16** |
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10.17** |
Form of Amended and Restated Limited Liability Company Agreement of PBT Land and Minerals Opco, LLC |
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10.18** |
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21.1** |
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23.1** |
II-1
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Exhibit |
Description |
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23.2* |
Consent of Paul Hastings LLP (included in Exhibit 8.1) |
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23.3** |
Consent of Ernst & Young LLP (PBT Land and Minerals, Inc. Predecessor) |
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23.4** |
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23.5** |
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23.6** |
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23.7** |
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23.8** |
Consent of Cawley, Gillespie & Associates, Inc. (PBT Land and Minerals, Inc. Predecessor) |
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23.9** |
Consent of Cawley, Gillespie & Associates, Inc. (Greybeard Assets) |
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23.10** |
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23.11** |
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23.12** |
Consent of Cawley, Gillespie & Associates, Inc. (Trust As Adjusted) |
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99.1** |
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99.2** |
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99.3** |
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99.4** |
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99.5** |
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99.6** |
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99.7** |
Consent of Wilkie Colyer, Jr. to be named as Director Nominee |
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99.8** |
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99.9** |
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99.10** |
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99.11** |
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99.12** |
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99.13** |
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99.14** |
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107** |
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† 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.
* Filed herewith.
** Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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.
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PBT LAND AND MINERALS, INC. |
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By: |
/s/ Eric L. Oliver |
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Name: |
Eric L. Oliver |
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Title: |
Chief Executive Officer, Chief Financial Officer and Director |
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Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following person in the capacities indicated below on October 21, 2026.
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Signature |
Title |
Date |
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/s/ Eric L. Oliver |
Chief Executive Officer, Chief Financial Officer and Director |
October 21, 2026 |
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Eric L. Oliver |
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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PBT Land and Minerals, Inc. published this content on October 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 21, 2026 at 10:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]