PBT Land & Minerals, Inc.

PBT Land & Minerals, Inc., a newly formed Texas corporation, filed Amendment No. 3 to its S-1 registration statement for a non-transferable rights offering of up to 2,534,188 Class A Shares at $28.08 per share, targeting $120.0 million in aggregate gross proceeds. The offering is part of a Business Combination that will acquire the majority of assets from the Permian Basin Royalty Trust and the oil and gas mineral interests of Blackbeard Holdings and Greybeard Energy. The deal is fully backstopped: SoftVest and Horizon Kinetics have committed up to $71.2 million to purchase any unsubscribed

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A rare structure: converting a passive royalty trust into an operating C-corp via a $120M backstopped rights offering, merging public trust assets with private Permian Basin operators.

This S-1 represents a complex Permian Basin roll-up combining a publicly traded royalty trust (PBT) with private E&P operator Blackbeard Operating and mineral holders Greybeard Energy into a single C-corp listed on NYSE under "PBT."

Unitholders who do not exercise their Subscription Rights will suffer proportional dilution of their ownership interest. The Rights Offering is contingent on Unitholder approval of the Business Combination at the Special Meeting; if not approved, the entire offering is cancelled. No public market or