As filed with the Securities and Exchange Commission on July 29, 2026

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-1
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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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)

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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, including area code, of agent for service)

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Copies to:
Eduardo Gallardo
Colin J. Diamond
Chris Centrich
Paul Hastings LLP
609 Main Street, Suite 2500
Houston, Texas 77002
713-860-7300

As soon as practicable after this Registration Statement becomes effective.
(Approximate date of commencement of proposed sale to the public)

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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, please 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(c) 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, smaller reporting company, or an 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. (Check one):

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. ☐

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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.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated July 29, 2026

PRELIMINARY PROSPECTUS

PBT Land and Minerals, Inc.

Non-Transferable Subscription Rights to Purchase up to
            Shares of Class A Common Stock at $            per Share

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On July 28, 2026, PBT Land and Minerals, Inc., a newly-formed Texas corporation (together with its subsidiaries (including OpCo (as defined below)), unless otherwise indicated or the context requires otherwise, the “Company,” “New PBT,” “we,” “us” or “our”) entered into a business combination agreement (the “Combination Agreement”), pursuant to which New PBT is proposing to acquire and own (i) a majority of the assets and liabilities of the Permian Basin Royalty Trust (the “Trust”) and (ii) the oil and natural gas mineral interests, land operations and other assets owned by Blackbeard Holdings, LLC (“Blackbeard Holdings”) and Greybeard Energy, LLC (“Greybeard Energy”) that will be contributed to New PBT (collectively “USLG”). See “The Business Combination” herein for additional information.

New PBT is distributing, at no charge, to holders (the “Unitholders”) of units of beneficial interest (the “Trust Units”) of the Trust, non-transferable subscription rights (the “Subscription Rights” or “Rights”) to purchase an aggregate of up to            shares of our Class A common stock, par value $0.0001 per share (“Class A Shares” and together with our Class B common stock, par value $0.0001 per share, the “New PBT Common Stock”), at a cash subscription price (the “Subscription Price”) of $            per share (the “Rights Offering”). Unitholders will receive one Subscription Right for each Trust Unit owned at 5:00 p.m., Eastern Time, on            , 2026, the record date (the “Record Date”) for the Rights Offering. Only a Unitholder who was a holder of Trust Units as of the Record Date for the Rights Offering is entitled to receive any Subscription Rights. In light of the Backstop Commitment (as defined below), New PBT expects to receive aggregate gross proceeds of $120.0 million from the Rights Offering and the Blackbeard and Greybeard Subscription (as defined below).

Concurrently with this Rights Offering, SoftVest, L.P. (“SoftVest”) is soliciting proxies for use at a special meeting of Unitholders to be held on            , 2026 (the “Special Meeting”) at which Unitholders will vote whether to approve the transactions contemplated by the Combination Agreement (the “Business Combination”). 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. 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.

The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on            , 2026, the expiration date of the Rights Offering (the “Expiration Date”), which for the avoidance of doubt is 25 days from the date the Subscription Rights are issued to Rights holders. We, in our sole discretion, may extend the period for exercising the Subscription Rights. Subscription Rights which are not exercised by the Expiration Date of the Rights Offering will expire and will have no value. You should carefully consider whether or not to exercise your Subscription Rights before the Expiration Date. Once you have exercised your Subscription Rights, your exercise may not be revoked.

Each Subscription Right carries with it a “Basic Subscription Right,” which entitles each holder to purchase              Class A Shares for a Subscription Price of $            per share (the “Basic Subscription Right”), and an “Over-Subscription Right,” which entitles each holder that has exercised its Basic Subscription Right in full to subscribe for additional Class A Shares, at the same Subscription Price of $            per share, to the extent that Class A Shares offered in the Rights Offering have not been purchased by other holders of Basic Subscription Rights (the “Over-Subscription Right”). Subscription Rights will be distributed in proportion to the Unitholders’ ownership of Trust Units owned as of the Record Date. We will not issue fractional shares in the Rights Offering or cash in lieu of fractional Class A Shares. Any fractional Class A Shares that would be created by an exercise of the Subscription Rights will be rounded to the nearest whole share. We will issue Class A Shares to Rights holders who properly subscribed for and purchased such shares pursuant to their Subscription Rights upon closing of the Rights Offering.

If you fully exercise your Basic Subscription Right and other holders do not fully exercise their Basic Subscription Right, you may also exercise your Over-Subscription Right to purchase, at the same Subscription Price of $            per share, additional Class A Shares that remain unsubscribed at the expiration of the Rights Offering, up to the number of shares subscribed for and purchased under your Basic Subscription Right, subject to availability and pro rata allocation among persons exercising their Over-Subscription Right.

On July 28, 2026, we entered into a Commitment and Backstop Agreement (the “Commitment Agreement”) with Blackbeard Security Holdings, LLC, a subsidiary of Blackbeard Holdings (“Blackbeard Securities”), Greybeard Energy, SoftVest and Horizon Kinetics Asset Management LLC (“Horizon Kinetics”; Horizon Kinetics together with SoftVest, the “Backstop Purchasers”; and, the Backstop Purchasers together with Blackbeard Securities and Greybeard Energy, the “Commitment Parties”). Pursuant to the terms and conditions of the Commitment Agreement, Blackbeard Securities and Greybeard Energy have agreed to purchase, at the Subscription Price, in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”),            and            Class A Shares, respectively (the “Blackbeard and Greybeard Subscription”). This amount of Class A Shares has been calculated to represent the pro rata portion of Class A Shares that Blackbeard Securities and Greybeard Energy would be entitled to purchase in the Rights Offering as a 38.2% and 2.5% shareholder, respectively, of New PBT following the closing of the Business Combination before giving effect to the Rights Offering.

Further, pursuant to the terms and conditions of the Commitment Agreement, the Backstop Purchasers have agreed (i) to exercise in full their Subscription Rights, including their Over-Subscription Rights, and (ii) if any Subscription Rights granted to other Unitholders remain unexercised upon the expiration of the Rights Offering after accounting for all Over-Subscription Rights exercised, the Backstop Purchasers have committed jointly and severally to purchase, at the Subscription Price, in a private placement exempt from the registration requirements under the Securities Act and separate from the Rights Offering, up to $71.2 million in Class A Shares not subscribed for by such other Unitholders (the “Backstop Commitment”). Specifically, each Backstop Purchaser will purchase an equal portion of the unsubscribed Class A Shares upon the expiration of the Rights Offering. Pursuant to the Commitment Agreement, the maximum commitment amount of each Backstop Purchaser with respect to the Backstop Commitment is $35.6 million.

Assuming no Unitholders other than the Backstop Purchasers exercise their Subscription Rights and after giving effect to the Blackbeard and Greybeard Subscription, Blackbeard Securities and Greybeard Energy, together, will own 40.7%, and SoftVest and Horizon Kinetics will own            % and            %, respectively, of the New PBT Common Stock outstanding following the closing of the Rights Offering, after giving effect to the closing of the Business Combination. In light of the Backstop Commitment, New PBT expects to receive aggregate gross proceeds of $120.0 million if the Rights Offering and the Blackbeard and Greybeard Subscription are completed, whether or not any Rights holders other than SoftVest and Horizon Kinetics exercise their Subscription Rights. For more information regarding the Commitment Agreement, see the section entitled “The Commitment Agreement.”

Equiniti Trust Company LLC will serve as the subscription agent (“Subscription Agent”) for the Rights Offering. D.F. King & Co., Inc. will serve as the information agent (“Information Agent”) for the Rights Offering. The Subscription Agent will hold in escrow the funds it receives from subscribers until we complete, abandon, or terminate the Rights Offering. If you want to participate in the Rights Offering and you are the record holder of your Trust Units, we recommend that you submit your subscription documents to the Subscription Agent promptly before the expiration of the Rights Offering. If you want to participate in the Rights Offering and you hold Trust Units through your broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. For a detailed discussion, see the section entitled “The Rights Offering — The Subscription Rights.”

We reserve the right to cancel the Rights Offering at any time before it expires. If we cancel the Rights Offering, all subscription payments received will be returned as soon as practicable, without interest or penalty.

The Subscription Rights and the Class A Shares issuable on their exercise, both of which are registered on the registration statement (“Registration Statement”) of which this prospectus forms a part, are being offered directly by us without the services of an underwriter or selling agent. We will bear all costs, expenses and fees in connection with the registration of such securities.

There is currently no public market for our Class A Shares. Following the completion of the Business Combination, we expect the Class A Shares to trade on the New York Stock Exchange (“NYSE”) and NYSE Texas under the symbol “PBT.”

Our Board of Directors (the “Board”) is making no recommendation regarding your exercise of the Subscription Rights. You should carefully consider whether to exercise your Subscription Rights before the expiration of the Rights Offering. You may not revoke or revise any exercises of Subscription Rights once made, unless we terminate the Rights Offering. As a result of the terms of this Rights Offering, Unitholders who do not fully exercise their Subscription Rights will own, upon completion of the Rights Offering, a smaller proportional interest in our Class A Shares than otherwise would be the case had they fully exercised their Rights. See “Risk Factors” beginning on page 12 of this Registration Statement for more information.

You should read this prospectus carefully before you invest.

If you have any questions or need further information about the Rights Offering, please contact the Information Agent, D.F. King & Co., Inc., at (877) 478-5039 (toll-free) or PBT@dfking.com.

It is anticipated that delivery of the Class A Shares purchased in the Rights Offering, the Blackbeard and Greybeard Subscription and the Backstop Commitment will be made on or about            , 2026.

Exercising your Subscription Rights and investing in our Class A Shares involves a high degree of risk. You should review carefully the risks and uncertainties described in the section entitled “Risk Factors” contained on page 12 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

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The date of this prospectus is            , 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of the Registration Statement that we have filed with the Securities and Exchange Commission (the “SEC”). Please carefully read this prospectus and the exhibits to the Registration Statement. These documents contain important information you should consider when making your investment decision. The exhibits to the Registration Statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase our Class A Shares, you should review the full text of these documents. The Registration Statement and the exhibits can be obtained from the SEC as indicated under the section entitled “Where You Can Find Additional Information.”

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You should not rely on any unauthorized information or representation.

This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus is accurate only as of the date on the front of the document, regardless of the time of delivery of this prospectus or any sale of a security.

The distribution of this prospectus and the issuance of the securities herein may be restricted by law in certain jurisdictions. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the securities herein and the distribution of the prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the securities offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “the Company,” “New PBT,” “we,” “us,” “our,” and similar references refer to PBT Land and Minerals, Inc., and, unless the context requires otherwise, its subsidiaries. References in this prospectus to “Subscription Agent” refer to Equiniti Trust Company LLC and “Information Agent” refer to D.F. King & Co., Inc.

No Trust Units or other securities of the Trust are being offered pursuant to this prospectus. This offering is solely being made by New PBT and neither the Trust nor the trustee of the Trust (the “Trustee”) is making any offer of securities pursuant to this prospectus.

HELPFUL INFORMATION

As used herein and unless otherwise specifically indicated, the following terms have the meanings set forth below:

Bbl.    One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil or other liquid hydrocarbons.

Blackbeard.    Blackbeard Holdings and its subsidiaries, but excluding USLG Legacy.

Blackbeard Holdings.    Blackbeard Holdings, LLC, a Delaware limited liability company indirectly owned by NGP and members of Blackbeard Holdings’ management.

Blackbeard Operating.    Blackbeard Operating, LLC, a Delaware limited liability company and subsidiary of Blackbeard Holdings, which is a large privately held and vertically integrated energy producer in the Permian Basin in West Texas.

Blackbeard Parties.    Blackbeard Holdings, Blackbeard Security and Greybeard Energy, collectively.

Blackbeard Security.    Blackbeard Security Holdings, LLC, a Texas limited liability company and affiliate of Blackbeard Holdings.

Blackbeard Transferred Entities.    MineralCo, USLG ExCo, USLG Legacy, and their respective Subsidiaries (if any).

Boe.    Barrel of oil equivalent.

Btu.    British thermal unit, which is the heat required to raise the temperature of one pound of liquid water by one degree Fahrenheit.

CBP.    Central Basin Platform.

Class A Shares.    Shares of Class A common stock, par value $0.0001 per share, of New PBT.

Class B Shares.    Shares of Class B common stock, par value $0.0001 per share, of New PBT.

Closing.    The Blackbeard Contribution Closing (as defined in the Combination Agreement included as Exhibit 2.1 to this Registration Statement).

Closings.    The PBT Contribution Closing and the Blackbeard Contribution Closing (as defined in the Combination Agreement included as Exhibit 2.1 to this Registration Statement), together.

Closing Date.    The date on which Closing occurs.

Code.    The Internal Revenue Code of 1986, as amended.

Combination Agreement.    The Combination Agreement, dated as of July 28, 2026, by and among New PBT, New PBT Sub, OpCo, Blackbeard Holdings, Blackbeard Security, and Greybeard Energy.

Credit Facilities.    The (a) Credit Agreement dated as of August 29, 2019, by and among Blackbeard Operating, as borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended, modified or supplemented from time to time (the “BBO Credit Facility”), (b) Credit Agreement dated as of March 31, 2025, by and among Greybeard Holdings, as borrower, the lenders from time to time party thereto and BOKF, NA dba Bank of Texas, as administrative agent, as amended, modified or supplemented from time to time (the “Greybeard Credit Facility”) and (c) Credit Agreement dated as of June 1, 2026, by and among USLG Legacy, as borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended, modified or supplemented from time to time, as the context may require (the “JPM Credit Facility”).

Credit Facility Consents.    Collectively, any consents and/or amendments required under the Credit Facilities with respect to the transactions contemplated under the Combination Agreement.

Cutlass Sands Ranch.    Approximately 14,300 surface acres in Crane County, Texas owned by USLG.

DUCs.    Drilled-but-uncompleted production wells.

E&P.    Exploration & Production segment of the oil and gas industry.

Exchange Act.    Securities Exchange Act of 1934, as amended.

Greybeard Assets.    Hydrocarbon mineral interests, fee mineral interests, royalty interests, leases, servitudes, and related contracts held by Greybeard Energy that will be transferred to New PBT in connection with Closing, including 2,300 NRAs located in the Permian Basin in West Texas.

Greybeard Energy.    Greybeard Energy, LLC, a Delaware limited liability company.

Greybeard Holdings.    Greybeard Holdings, LLC, a Delaware limited liability company.

Greybeard-OpCo Contribution.    The contribution to OpCo by, and OpCo unit issuance to, Greybeard Energy described in the Combination Agreement.

Hilcorp.    Hilcorp Permian CT TXNM, LLC, a Delaware limited liability company.

Hilcorp Acquisition.    The acquisition by Blackbeard Operating and USLG Legacy of certain assets held by Hilcorp, which closed on May 30, 2025.

Hilcorp Assets.    40,400 NRAs and 14,300 surface acres located in the Permian Basin primarily in Crane County, Texas that were acquired as part of the Hilcorp Acquisition.

Horizon Kinetics.    Horizon Kinetics Asset Management LLC.

Intended Tax Treatment.    With respect to, (i) the PBT-NewCo Contribution, the Blackbeard Security-NewCo Contribution and the Greybeard-NewCo Contribution, taken together and with any cash purchases of Class A Shares by Unitholders pursuant to exercises of Subscription Rights (including pursuant to the Backstop Agreement), a transaction described in Section 351(a) of the Code, (ii) the NewCo-NewCo Sub Contribution a transaction described in Section 351(a) of the Code, (iii) the Section 1031 Exchange as a like-kind exchange under Section 1031 of the Code, and (iv) each of the NewCo-OpCo Contribution, the NewCo Sub-OpCo Contribution, the Blackbeard Security-OpCo Contribution, and the Greybeard-OpCo Contribution as a contribution of property described in Section 721(a) of the Code, subject to Section 707(a)(2)(B) of the Code and its implementing Treasury Regulations (provided that any transfers (or deemed transfers) of cash shall be treated to the maximum extent permitted as a reimbursement of preformation capital expenditures within the meaning of Treasury Regulation Section 1.707-4(d)).

Mcf.    One thousand cubic feet.

MineralCo.    Pirate Fee MineralCo, LLC, a Texas limited liability company to be formed by Blackbeard Operating.

MMBtu.    One million Btus.

NewCo Parties.    New PBT, New PBT Sub and OpCo, collectively.

New PBT.    PBT Land and Minerals, Inc., a Texas corporation, and, unless otherwise indicated or the context otherwise requires, each of its subsidiaries, including OpCo.

New PBT Board.    The board of directors of New PBT immediately after Closing.

New PBT Bylaws.    The A&R Bylaws of New PBT, substantially in the form included as an exhibit to this Registration Statement.

New PBT Charter.    The A&R Certificate of Formation of New PBT, substantially in the form included as an exhibit to this Registration Statement.

New PBT Common Stock.    The Class A Shares and Class B Shares.

New PBT Predecessor.    The oil and natural gas mineral interests, land operations, and other assets and liabilities held by Blackbeard Holdings that will be transferred to New PBT in connection with Closing, presented as PBT Land and Minerals, Inc. Predecessor and also US Land Guild Corp. Predecessor in the financial statements included elsewhere in this Registration Statement.

New PBT Preferred Stock.    The preferred stock, par value $0.0001 per share, of New PBT.

New PBT Sub.    PBT Sub, Inc., a Texas corporation and wholly owned subsidiary of New PBT.

NGLs.    Natural gas liquids.

NGP.    A family of private equity funds managed by NGP Energy Capital Management, L.L.C., including NGP Natural Resources X, L.P., NGP Natural Resources XI, L.P. and NGP Natural Resources XII, L.P.

Nile Midstream.    Nile Midstream, LLC, a Delaware limited liability company and a leading provider of midstream services to oil and natural gas operators in the Permian Basin that operates on USLG’s surface acreage.

NPI-Burdened Mineral Interests.    All of Blackbeard Operating’s (and after the consummation of the Blackbeard Pre-Closing Restructuring, MineralCo’s) right, title and interest in and to all hydrocarbon and mineral interests in the Waddell Ranch that are burdened by the Trust’s Waddell Ranch Interest, together with all rights (including rights of set-off, recoupment, and recovery), claims, counterclaims and causes of action (including any audit rights and any indemnity, bond, insurance or condemnation awards) arising from acts, omissions or events or damage to or destruction of property, unpaid awards, other rights against third parties and claims for adjustments and refunds, in each case to the extent attributable to any such hydrocarbon and mineral interests, as further described in the Combination Agreement.

NRAs.    A Net Royalty Acre, amounting to a 12.5% (or one-eighth) mineral and royalty ownership interest.

OpCo.    PBT Land and Minerals OpCo, LLC, a Texas limited liability company and a subsidiary of New PBT.

OpCo LLC Agreement.    The A&R Limited Liability Company Agreement of OpCo that will be entered into as of Closing.

PBT Competing Proposal.    Any proposal, offer (including tender or exchange offers) or indication of interest, other than the Transactions, (a) with respect to a merger, consolidation, business combination, recapitalization, binding share exchange, scheme of arrangement or other similar transaction with respect to assets that, taken together, constitute more than 20% of the consolidated assets of the Trust, (b) to acquire in any manner, directly or indirectly, in one or more transactions, more than 20% of the issued and outstanding equity securities of the Trust representing more than 20% of the voting power of the Trust, or (c) to acquire in any manner, directly or indirectly, in one or more transactions, assets or businesses of the Trust, representing more than 20% of the consolidated assets of the Trust.

PBT Contribution Closing Date.    The date on which the PBT Contribution Closing (as defined in the Combination Agreement included as an exhibit to this Registration Statement) occurs.

PBT Excluded Assets.    Means (i) an amount in cash equal to the lesser of (a) the cash on-hand of the Trust as of the Closing Date or, and (b) $1.75 million, which amount is to be retained by the Trustee as a reserve for contingent liabilities pursuant to Section 9.03 of the PBT Trust Indenture, (ii) other than the amount in cash contemplated by clause (i) of this definition, any other cash, cash equivalents, marketable securities and bank deposits (including checks and wire transfers, ACH transactions and drafts deposited or available for deposit for the account of the Trust) held by or on behalf of the Trust, including any amounts paid to the Trust pursuant to the terms and conditions of the Settlement Agreement on or prior to the Closing (which disposition will remain at the discretion of the Trustee pursuant to the terms and conditions of the PBT Trust Indenture, as amended), (iii) PBT and its Affiliates’ right, title and interest in and to any amounts payable under the Texas Royalty Conveyance on or prior to the Closing (which disposition will remain at the discretion of the Trustee pursuant to the terms and conditions of the PBT Trust Indenture, as amended, and (iv) the NewCo Legacy Securities (as defined in the Combination Agreement).

Pirate Ranch.    Approximately 7,800 surface acres in Crane County, Texas held by USLG.

Port Royal Ranch or East Ranch.    Approximately 14,000 surface acres in Crane County, Texas, held by USLG.

PUDs.    Proved undeveloped reserves.

SEC.    The U.S. Securities and Exchange Commission.

Securities Act.    The Securities Act of 1933, as amended.

Settlement Agreement.    That certain Settlement Agreement and Release, dated as of August 19, 2025, by and between the Trustee and Blackbeard Operating, as amended.

Smugglers Cove Ranch.    Approximately 8,300 surface acres in Crane County, Texas.

SoftVest Advisors.    SoftVest Advisors, LLC, a registered investment adviser and the investment adviser to SoftVest, L.P.

SoftVest GP.    SoftVest GP I, LLC, the general partner of SoftVest, L.P.

SoftVest, L.P.    SoftVest, L.P., the sole owner of New PBT prior to its transfer to the Trust.

Termination Date.    11:59 p.m. (New York City time) on December 31, 2026, as such date may be extended.

TBOC.    The Texas Business Organizations Code.

Texas Royalty Interests.    The net overriding royalty interest conveyed to The First National Bank of Fort Worth (previously Simmons Bank, now Argent Trust Company), as Trustee, for the benefit of the Trust, pursuant to the Net Overriding Royalty Conveyance (Permian Basin Royalty Trust) dated effective as of November 1, 1980 from Southland Royalty Company (now Burlington Resources Oil & Gas Company LP) to The First National Bank of Fort Worth (previously Simmons Bank, now Argent Trust Company), as Trustee, for the benefit of the Trust, and filed of record in Crane County.

Tortuga Ranch.    Approximately 4,700 surface acres in Crane County, Texas.

Transactions.    The transactions contemplated by the Combination Agreement and the Exchange Agreement.

Trust.    Permian Basin Royalty Trust, an express trust created under the laws of the State of Texas.

Trust Interests.    All of the Trust’s right, title and interest in and to the (i) Waddell Ranch Interest, (ii) the Texas Royalty Interests, (iii) the Settlement Agreement and (iv) any and all other rights, properties, and assets of the Trust, of every kind and nature, character and description, whether real personal or mixed, tangible or intangible, accrued or contingent, wherever located and whether or not reflected in on the books and records of the Trust (other than the PBT Excluded Assets).

USLG.    The oil and natural gas mineral interests and land operations owned by Blackbeard Holdings and Greybeard Energy that will be contributed directly or indirectly to New PBT in connection with Closing.

USLG Business.    The ownership and operation of the Blackbeard Transferred Entities, the NPI-Burdened Mineral Interests, and USLG Legacy and USLG ExCo, and other activities conducted in connection with such ownership and operation or that are incidental thereto.

USLG ExCo.    USLG ExchangeCo, LLC, a Texas limited liability company to be formed by USLG Legacy.

USLG Legacy.    US Land Guild, LLC, a Delaware limited liability company and wholly owned subsidiary of Blackbeard Holdings.

Waddell Ranch Interest.    The net overriding royalty interest conveyed to The First National Bank of Fort Worth (previously Simmons Bank, now Argent Trust Company), as Trustee, for the benefit of the Trust, pursuant to the Net Overriding Royalty Conveyance (Permian Basin Royalty Trust — Waddell Ranch) dated effective as of November 1, 1980 from Southland Royalty Company (now Burlington Resources Oil & Gas Company LP) to The First National Bank of Fort Worth (previously Simmons Bank, now Argent Trust Company), as Trustee, for the benefit of the Trust, and filed of record in the Crane County, Texas Deed Records under Volume 274, Page 639.

West Ranch.    Collectively, the Cutlass Sands Ranch, Pirate Ranch, Smugglers Cove Ranch and Tortuga Ranch, consisting of approximately 35,100 surface acres in Crane County, Texas.

QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

The following are examples of what we anticipate will be common questions about the Rights Offering. The answers are based on selected information included elsewhere in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the Rights Offering. This prospectus contains more detailed descriptions of the terms and conditions of the Rights Offering and provides additional information about us and our business, including potential risks related to the Rights Offering, the Business Combination, our Class A Shares and our business. We urge you to read this entire prospectus and our financial statements and related notes.

What is the Rights Offering?

We are distributing to Unitholders at no charge, non-transferable Subscription Rights to purchase Class A Shares. We have granted to you, as a holder of Trust Units on the Record Date, one Subscription Right for Trust Unit that you owned at such time. Each Subscription Right carries with it a Basic Subscription Right, which entitles the holder to purchase            Class A Shares for a Subscription Price of $            per share, and an Over-Subscription Right, which entitles a holder that has exercised its Basic Subscription Right in full to subscribe for additional Class A Shares, at the same Subscription Price of $            per share, to the extent that Class A Shares offered in the Rights Offering have not been purchased by other holders of Basic Subscription Rights. If you hold Trust Units in the name of a broker, dealer, bank or other nominee who uses the services of The Depository Trust Company (“DTC”), one Subscription Right will be issued by DTC to the nominee for each Trust Unit that you beneficially own on the Record Date. The Subscription Rights will be evidenced by rights certificates. Each Subscription Right will entitle the holder to a Basic Subscription Right and an Over-Subscription Right.

Why are we conducting the Rights Offering?

The Rights Offering is part of an overall business combination transaction that New PBT is in the process of undertaking. On July 28, 2026, New PBT entered into the Combination Agreement pursuant to which New PBT is proposing to acquire and own (i) a majority of the assets and liabilities of the Trust and (ii) USLG.

Concurrently with this Rights Offering, SoftVest is soliciting proxies for use at the Special Meeting to be held on            , 2026 at which Unitholders will vote whether to approve the Business Combination. We are conducting the Rights Offering and the Blackbeard and Greybeard Subscription to raise additional capital for general corporate purposes, including payment of fees relating to the Business Combination, and the repayment of indebtedness associated with USLG. See the section entitled “Use of Proceeds.” See “The Business Combination” for additional information about the Business Combination and the Special Meeting.

Is the Rights Offering conditioned upon the completion of the Business Combination?

The issuance and sale of Class A Shares pursuant to the Rights Offering, the Blackbeard and Greybeard Subscription and the Backstop Commitment, if applicable, is subject to, among other things, the completion of the Blackbeard Contribution Closing and the closing of the Business Combination. If the Business Combination is not completed for any reason, then the Rights Offering will be cancelled and the Transactions will be terminated.

What is a Basic Subscription Right?

Each Basic Subscription Right gives the Unitholders the opportunity to purchase            Class A Shares at the Subscription Price of $            per share. The Basic Subscription Rights will be distributed in proportion to Unitholders’ Trust Units owned as of the Record Date. No fractional shares will be issued.

What is an Over-Subscription Right?

If you fully exercise your Basic Subscription Right (other than those Subscription Rights to acquire less than one whole Class A Share, which cannot be exercised) and other holders do not fully exercise their Basic Subscription Right, you may also exercise your Over-Subscription Right to purchase additional Class A Shares that remain unsubscribed at the expiration of the Rights Offering, subject to availability, at the same Subscription Price of $            per share. To the extent the number of unsubscribed shares is insufficient to satisfy all of the properly exercised Over-Subscription Right requests, the available shares will be prorated in proportion to the number of

Class A Shares subscribed for pursuant to their Over-Subscription Right. The number of shares a Rights holder may purchase pursuant to its Over-Subscription Right cannot exceed the number of shares the holder is entitled to purchase pursuant to its Basic Subscription Right. The Subscription Agent will return any excess payments without interest or penalty as soon as practicable after the expiration of the Rights Offering.

In order to properly exercise your Over-Subscription Right, you must deliver the subscription payment for exercise of your Over-Subscription Right before the expiration of the Rights Offering. Because we will not know the total number of unsubscribed shares before the expiration of the Rights Offering, if you wish to maximize the number of shares you may purchase pursuant to your Over-Subscription Right, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of Class A Shares available to you, assuming that no Unitholder other than you has purchased any Class A Shares pursuant to their Basic Subscription Right and Over-Subscription Right. See the section entitled “The Rights Offering — The Subscription Rights — Over-Subscription Right.”

Will fractional Class A Shares be issued upon exercise of the Subscription Rights?

No. We will not issue fractional Class A Shares or cash in lieu of fractional Class A Shares in the Rights Offering. If the number of Subscription Rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares that you may purchase will be rounded to the nearest whole share. Subscription Rights to acquire less than one Class A Share cannot be exercised.

Are there risks in exercising my Subscription Rights?

Yes. Exercising your Subscription Rights involves the purchase of Class A Shares and should be considered as carefully as you would consider in making any other equity investment decisions. Unitholders who exercise Subscription Rights risk investment loss on new money invested. We cannot assure you that any Rights holder purchasing Class A Shares at the Subscription Price will be able to sell those shares in the future at the same price or a higher price. Among other things, you should carefully consider the risks described under the section entitled “Risk Factors” in this prospectus.

Am I required to exercise all of the Subscription Rights I received in the Rights Offering?

No. You may exercise any whole number of your Subscription Rights or you may choose not to exercise any of your Subscription Rights. If you do not exercise your Basic Subscription Right in full, you will not be entitled to participate in the Over-Subscription Right.

Who are the Commitment Parties in the Rights Offering? What is the Commitment Agreement?

On July 28, 2026, we entered into the Commitment Agreement with Blackbeard Securities, Greybeard, SoftVest and Horizon Kinetics. Pursuant to the terms and conditions of the Commitment Agreement, Blackbeard Securities and Greybeard Energy have agreed to purchase, at the Subscription Price, in a private placement exempt from the registration requirements under the Securities Act,            and            Class A Shares, respectively, representing the Blackbeard and Greybeard Subscription. This amount of shares has been calculated to represent the pro rata portion of shares that Blackbeard Securities and Greybeard Energy would be entitled to purchase in the Rights Offering as a 38.2% and 2.5% shareholder of New PBT, respectively, following the closing of the Business Combination before giving effect to the Rights Offering.

Further, pursuant to the terms and conditions of the Commitment Agreement, the Backstop Purchasers have agreed (i) to exercise in full their Subscription Rights, including their Over-Subscription Rights, and (ii) if any Subscription Rights granted to other Unitholders remain unexercised upon the expiration of the Rights Offering after accounting for all Over-Subscription Rights exercised, the Backstop Purchasers have committed jointly and severally to purchase, at the Subscription Price, in a private placement exempt from the registration requirements under the Securities Act and separate from the Rights Offering, up to $71.2 million in Class A Shares not subscribed for by such other Unitholders. Specifically, each Backstop Purchaser will purchase an equal portion of the unsubscribed Class A Shares upon the expiration of the Rights Offering. Pursuant to the Commitment Agreement, the maximum commitment amount of each of the Backstop Purchasers with respect to the Backstop Commitment is $35.6 million.

Assuming no Unitholders other than the Backstop Purchasers exercise their Subscription Rights and after giving effect to the Blackbeard and Greybeard Subscription, Blackbeard Securities and Greybeard Energy, together, will own 40.7%, and SoftVest and Horizon Kinetics will own            % and            %, respectively, of the New PBT Common Stock outstanding following the closing of the Rights Offering, after giving effect to the closing of the Business Combination. In light of the Backstop Commitment, New PBT expects to receive aggregate gross proceeds of $120.0 million if the Rights Offering and the Blackbeard and Greybeard Subscription are completed, whether or not any Subscription Rights holders other than SoftVest and Horizon Kinetics exercise their Subscription Rights. For more information regarding the Commitment Agreement, see the section entitled “The Commitment Agreement.”

May I transfer or sell my Subscription Rights if I do not want to purchase any shares?

No.

What should I do if I want to participate in the Rights Offering but my Trust Units are held in the name of my broker, custodian bank or other nominee?

If you hold Trust Units through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you of the Rights Offering. If you wish to exercise your Subscription Rights, you will need to have your broker, custodian bank or other nominee act for you. To indicate your decision, you should complete and return to your broker, custodian bank or other nominee relevant forms promptly before 5:00 p.m., Eastern Time, on            , 2026, the last business day prior to the Expiration Date of the Rights Offering. You should contact your broker, custodian bank or other nominee if you do not receive relevant forms, but you believe you are entitled to participate in the Rights Offering.

Am I required to exercise my Subscription Rights if I vote to approve the Business Combination at the Special Meeting?

No. How you vote at the Special Meeting does not affect your decision about whether to exercise your Subscription Rights. However, if the Unitholders do not approve the Business Combination or if the Business Combination does not close for any reason, the Rights Offering and the Blackbeard and Greybeard Subscription will be cancelled.

Are there any limitations on the number of Subscription Rights that I may exercise?

We have granted to you, as a Unitholder on the Record Date, one Subscription Right for each Trust Unit that you owned at such time. Each Subscription Right carries with it a Basic Subscription Right, which entitles the holder to purchase            Class A Shares for a Subscription Price of $            per share, and an Over-Subscription Right, which entitles a holder that has exercised its Basic Subscription Right in full to subscribe for additional Class A Shares, at the same Subscription Price of $            per share, to the extent that Class A Shares offered in the Rights Offering have not been purchased by other holders of Basic Subscription Rights. If you fully exercise your Basic Subscription Right (other than those Subscription Rights to acquire less than one whole Class A Share, which cannot be exercised) and other Unitholders do not fully exercise their Basic Subscription Right, you may also exercise your Over-Subscription Right to purchase additional Class A Shares that remain unsubscribed at the expiration of the Rights Offering period. However, the number of shares a Rights holder may purchase pursuant to its Over-Subscription Right cannot exceed the number of shares the holder is entitled to purchase pursuant to its Basic Subscription Right.

How soon must I act to exercise my Subscription Rights?

The Subscription Rights may be exercised at any time beginning on            , 2026, at 5:00 p.m., Eastern Time and before the expiration of the Rights Offering, which is on            , 2026, at 5:00 p.m., Eastern Time. See the section entitled “The Rights Offering” for detailed information on the procedure and requirements for exercising your Subscription Rights. If you elect to exercise any Subscription Rights, the Subscription Agent must actually receive all required documents from you, and your payment must have cleared, before that time. If your required subscription exercise documentation is received by the Subscription Agent after the expiration of the Rights Offering, we may, in our sole discretion, choose to accept your subscription, but shall be under no obligation to do so.

this prospectus, you may cancel your subscription and receive a refund of any money you have advanced. You should not exercise your Subscription Rights unless you are certain that you wish to purchase Class A Shares at the Subscription Price of $            per whole share.

What will happen if I do not exercise my Subscription Rights?

If you do not exercise any Subscription Rights, the number of Class A Shares that you own will not change. If you choose not to exercise your Subscription Rights in full, your percentage ownership of our Class A Shares will decrease and your voting and other rights will be diluted by the issuance of Class A Shares to others who do choose to exercise their Subscription Rights and the issuance of the Class A Shares pursuant to the Backstop Commitment, if applicable. Subscription Rights not exercised prior to the expiration of the Rights Offering will expire.

How and when will I receive my Class A Shares purchased in the Rights Offering?

Class A Shares purchased in the Rights Offering will be issued only in book-entry form (i.e., no physical stock certificates will be issued). If you are the holder of record of Trust Units (whether you hold certificates or your Trust Units are maintained in book-entry form by the Trust’s transfer agent, Equiniti Trust Company, LLC), you will receive a statement of ownership reflecting the Class A Shares purchased in the Rights Offering as soon as practicable upon closing of the Rights Offering. If your Trust Units are registered in the name of a broker, dealer, bank or other nominee, your Class A Shares will be issued to the same account, and you may request a statement of ownership from the nominee following the closing of the Rights Offering.

If the Rights Offering is not completed, will my subscription payment be refunded to me?

Yes. The Subscription Agent will hold all funds it receives in escrow until completion of the Rights Offering. If the Rights Offering is not completed, all subscription payments received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable. If you hold your Trust Units through a broker, dealer, bank or other nominee, the Subscription Agent will return payments to the record holder of the Trust Units.

If the amount of Over-Subscription Rights that you exercise is limited, any amount not used for purchases also will be refunded. See the section entitled “The Rights Offering — The Subscription Rights — Over-Subscription Right.”

How do I exercise my Subscription Rights if I live outside the United States?

We will not mail this prospectus or the rights certificates to Unitholders whose addresses are outside the United States or who have an army post office or foreign post office address, because their exercise of Subscription Rights may be prohibited by the laws of the country in which they live. Instead, the Subscription Agent will hold the rights certificates for their account. To exercise Subscription Rights, foreign Unitholders must notify the Subscription Agent on or before 5:00 p.m., Eastern Time, on            , 2026 and timely follow the procedures described in the section entitled “The Rights Offering — Foreign Unitholders.”

What fees or charges apply to me if I exercise rights?

We are not charging any fee or sales commission to issue Subscription Rights to you or to issue shares to you if you exercise your Subscription Rights. However, if you exercise your Subscription Rights through a broker, dealer, bank or other nominee of your Trust Units, you are responsible for paying any fees your broker, dealer, bank or other nominee may charge you.

What are the U.S. federal income tax considerations with respect to receiving and exercising Subscription Rights or the expiration of such rights?

For U.S. federal income tax purposes, you generally should not recognize income or loss in connection with either the receipt, exercise or expiration of Subscription Rights. You are urged to consult your own tax advisor as to your particular tax consequences resulting from the receipt exercise or expiration of Subscription Rights and the ownership and disposition of Class A Shares acquired through the exercise of the Subscription Rights. For further information, see the section entitled “Material U.S. Federal Income Tax Considerations.”

Are there any conditions to completing the Rights Offering?

Yes. The Rights Offering and the Transactions contemplated by the Commitment Agreement are subject to, among other things, approval of the Business Combination by the Unitholders at the Special Meeting and the completion of the Business Combination. If the Unitholders do not approve the Business Combination or if the Business Combination does not close for any reason, the Rights Offering and the Transactions will be cancelled.

Will our directors or officers participate in the Rights Offering?

All Unitholders as of the Record Date for the Rights Offering will receive, at no charge, non-transferable Subscription Rights to purchase Class A Shares as described in this prospectus. To the extent that our directors and officers held Trust Units as of the Record Date, they will receive the Subscription Rights and, while they are under no obligation to do so, will be entitled to participate in the Rights Offering. Our directors and officers have not indicated to us whether they will exercise Subscription Rights in the Rights Offering.

Has the Board made a recommendation regarding the Rights Offering?

No. The Board does not make any recommendation regarding the exercise of Subscription Rights under the Rights Offering. You are urged to make your decision based on your own assessment of the Rights Offering and after considering all of the information in this prospectus, including the risk factors under the heading “Risk Factors” beginning on page 12 of this prospectus, including the risks relating to the Rights Offering, to the Business Combination and to an investment in our Class A Shares. Neither the Trust nor the Trustee is making any offering pursuant to this prospectus or making any recommendation regarding the exercise of Subscription Rights under the Rights Offering.

How was the Subscription Price established?

The Subscription Price for the Rights Offering will be determined following announcement of the Business Combination and the filing of the combined proxy statement/prospectus that are a part of a registration statement on Form S-4 (the “Form S-4”) and the Form S-1 of which this prospectus forms a part. These filings set forth information regarding the parties to the Business Combination, and related financial statements and pro forma financial information. Pursuant to the Commitment Agreement, the Commitment Parties agreed that the Subscription Price will be equal to 87.5% of the volume-weighted average price of the Trust Units for the five consecutive trading days immediately preceding the date on which the Subscription Price is first publicly disclosed by us through the filing or furnishing of a report with the SEC or the issuance of a broadly disseminated press release. The Subscription Price is rounded to the nearest $0.01, with one-half of one cent rounded upward. The Commitment Parties established the Subscription Price based on negotiations among them after considering the following factors: the prevailing trading price of the Trust Units following the filing of such information and after applying the discount to such trading price in light of the discount range in similar transactions, and the price at which the Unitholders might be willing to participate in the Rights Offering. Based on this formulation, the Board determined that the $            Subscription Price represented an appropriate subscription price.

The Subscription Price does not necessarily bear any relationship to the book value of our assets or our past operations, cash flows, losses, financial condition, net worth or any other established criteria used to value securities, on a pro forma basis after giving effect to the Business Combination. You should not consider the Subscription Price to necessarily be an indication of the fair value of the Class A Shares. After the date of this prospectus, our Class A Shares may trade at prices above or below the Subscription Price.

How many Class A Shares will be outstanding after the Rights Offering, the Blackbeard and Greybeard Subscription and the Business Combination?

We will issue an aggregate of            Class A Shares in connection with the Rights Offering (including the Backstop Commitment) and the Blackbeard and Greybeard Subscription. Following the consummation of the Rights Offering and Backstop Commitment, if any, and the Business Combination, we expect to have an aggregate of            Class A Shares outstanding.

Can New PBT extend, cancel or amend the Rights Offering?

Yes. Although we do not presently intend to do so, we reserve the option to extend the Rights Offering period for exercising your Subscription Rights. If we elect to extend the expiration of the Rights Offering, we will issue a press release announcing such extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration of the Rights Offering. We will extend the duration of the Rights Offering as required by applicable law or regulation and may choose to extend it if we decide to give investors more time to exercise their Subscription Rights in the Rights Offering.

The Board may cancel the Rights Offering at any time before the expiration of the Rights Offering. The Board also reserves the right to amend the terms of the Rights Offering at any time before its expiration for any reason, including, without limitation, in order to increase participation in the Rights Offering. Such amendment or modification may include a change in the Subscription Price, although no such change is presently contemplated. The issuance and sale of Class A Shares pursuant to the Transactions, is subject to, among other things, the approval of the Business Combination by the Unitholders at the Special Meeting. If the Business Combination is not approved at the Special Meeting or the Business Combination does not close for any reason, then the Rights Offering will be cancelled. In the event that the Rights Offering is cancelled, we will issue a press release notifying Unitholders of the cancellation and all subscription payments received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable. If you own Trust Units through a broker, dealer, bank or other nominee, it may take longer for you to receive your subscription payment because the Subscription Agent will return payments through the record holder of your Trust Units.

If we should make any fundamental changes to the terms set forth in this prospectus, we will file a post-effective amendment to the Registration Statement in which this prospectus is included, offer potential purchasers who have subscribed for Class A Shares in the Rights Offering the opportunity to cancel their subscriptions, issue a refund of any money advanced by such Unitholders and recirculate an updated prospectus after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may extend the Expiration Date of the Rights Offering to allow holders of Subscription Rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes and the new expiration date.

Whom should I contact if I have other questions?

If you have other questions or need assistance, please contact the Information Agent by phone, e-mail, or mail at:

D.F. King & Co., Inc.
28 Liberty Street, Floor 53
New York, NY 10005
Call Toll-Free: (877) 478-5039
Email: PBT@dfking.com

RISK FACTORS

Investing in our Class A Shares involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below, together with all of the other information appearing in this prospectus, before deciding whether to purchase any of the Class A Shares being offered. The risks described herein are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of the Trust Units or our Class A Shares could decline due to any of these risks, and you may lose all or part of your investment. Please also read carefully the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Relating to the Rights Offering

You must act promptly and follow instructions carefully if you want to exercise your Rights.

Eligible participants and, if applicable, brokers, dealers, banks or other nominees acting on their behalf, who desire to purchase Class A Shares in the Rights Offering must act promptly to ensure that all required rights certificates and payments are actually received by the Subscription Agent prior to the expiration of the Rights Offering on            , 2026, at 5:00 p.m., Eastern Time. The time period to exercise rights is limited. If you or your broker fail to complete and sign the required rights certificate, send an incorrect payment amount or otherwise fail to follow the procedures that apply to the exercise of your Rights, we may, depending on the circumstances, reject your exercise of Rights or accept it only to the extent of the payment received. Neither we nor the Subscription Agent undertakes to contact you concerning, or attempt to correct, an incomplete or incorrect rights certificate or payment or contact you concerning whether a broker, dealer bank or other nominee holds Rights on your behalf. We have the sole discretion to determine whether an exercise of your Rights properly follows the procedures that apply to such exercise of your Rights.

We will cancel the Rights Offering if we do not receive approval by the Unitholders for the Business Combination at the Special Meeting.

The issuance and sale of Class A Shares pursuant to the Transactions, is subject to, among other things, the approval of the Business Combination by the Unitholders at the Special Meeting. The affirmative vote of a majority in interest of Unitholders present at the Special Meeting is required to approve the Business Combination. We cannot guarantee that the Unitholders will approve the Business Combination. If the Business Combination is not approved at the Special Meeting or does not close for any reason, then the Rights Offering and the Transactions will be cancelled.

We may terminate the Rights Offering at any time prior to the expiration of the offer period, and neither we nor the Subscription Agent will have any obligation to you except to return your exercise payments.

We may decide not to continue with the Rights Offering or terminate the Rights Offering prior to the expiration of the offer period. If we withdraw or terminate the Rights Offering, neither we nor the Subscription Agent will have any obligation with respect to Subscription Rights that have been exercised except to return as soon as practicable any subscription payments, without interest or penalty, the Subscription Agent received from you.

You will not receive interest on any subscription payments returned to you.

If we cancel the Rights Offering, neither we nor the Subscription Agent will have any obligation with respect to the Subscription Rights except to return, without interest or penalty, any subscription payments to you.

You may not receive all of the shares for which you oversubscribe.

Holders who fully exercise their Basic Subscription Right (other than those Subscription Rights to acquire less than one whole Class A Share, which cannot be exercised) will be entitled to subscribe for an additional number of Class A Shares by exercising their Over-Subscription Right. Over-Subscription Rights will generally be allocated pro rata among Rights holders who oversubscribe, based on the number of Class A Shares subscribed for pursuant to their Over-Subscription Right. We cannot guarantee that you will receive any or the entire number

of shares for which you oversubscribed. If the prorated number of shares allocated to you in connection with your Over-Subscription Right is less than your request, then the excess funds held by the Subscription Agent on your behalf will be returned to you, without interest or penalty, as soon as practicable after the Rights Offering has expired and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected, and we will have no further obligation to you.

We may amend or modify the terms of the Rights Offering at any time before the expiration of the Rights Offering.

The Board may cancel the Rights Offering at any time before the expiration of the Rights Offering. The Board also reserves the right to amend the terms of the Rights Offering at any time before its expiration for any reason, including, without limitation, in order to increase participation in the Rights Offering. Such amendments or modifications may include a change in the Subscription Price, although no such change is presently contemplated. Any such amendment that is not fundamental enough for us to have to return your subscription payment may nonetheless affect your Subscription Rights, including any anticipated return on your investment, adversely.

The market price of the Trust Units and/or our Class A Shares may decline after you elect to exercise the Subscription Rights.

The Subscription Price is based in part on the prevailing trading price of the Trust Units. The Trust Units will be exchanged on a one-for-one basis for Class A Shares in the Business Combination. This price could decline for a variety of reasons and such a decline could occur after you have irrevocably elected to exercise your Subscription Rights. In addition, assuming the consummation of the Business Combination and the trading of our Class A Shares on NYSE and NYSE Texas, the market price of our Class A Shares could be subject to wide fluctuations after the Business Combination in response to numerous factors, some of which are beyond our control. These factors include, among other things, macroeconomic conditions, industry trends and customer demands, and competition. We cannot assure you that following the exercise of your Subscription Rights you will be able to sell your Class A Shares at a price equal to or greater than the Subscription Price. Until shares are delivered upon expiration of the Rights Offering, you will not be able to sell the Class A Shares that you purchase in the Rights Offering. Because all exercises of the Subscription Rights are irrevocable, you should consider carefully when you exercise your Rights.

The Subscription Price for the Rights Offering is not an indication of the value of our Class A Shares.

The Commitment Parties established the Subscription Price based on negotiations among them after considering the following factors: the prevailing trading price of the Trust Units following disclosure of the proposed Business Combination and after applying an agreed-upon discount to such trading price in light of the discount range in similar transactions, and the price at which the Unitholders might be willing to participate in the Rights Offering.

The Subscription Price is not necessarily related to the book value of our assets or our past operations, cash flows, losses, financial condition, net worth or any other established criteria used to value securities, on a pro forma basis after giving effect to the Business Combination, and may or may not be considered the fair value of our Class A Shares to be offered in the Rights Offering. We cannot give any assurance that our Class A Shares will trade at or above the Subscription Price in any given time period. After the date of this prospectus, our Class A Shares may trade at prices above or below the Subscription Price.

If the Rights Offering is consummated, your relative ownership interest may experience significant dilution.

To the extent that you do not exercise your Subscription Rights, your proportionate voting interest will be reduced, and the percentage that your pro forma Class A Shares represent of our expanded equity after exercise of the Subscription Rights will be diluted. For further information, see the section entitled “The Rights Offering — Effects of the Transactions on the Commitment Parties’ Stock Ownership.”

Because our management will have broad discretion over the use of the proceeds from the Rights Offering, you may not agree with how we use the proceeds, and we may not invest the proceeds successfully.

We have complete discretion over the use of the proceeds from the Rights Offering, including the Blackbeard and Greybeard Subscription and the Backstop Commitment. In addition, market factors may require us to allocate portions of the proceeds for other purposes. Accordingly, you will be relying on our management with regard to

the use of the proceeds from the Rights Offering and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for New PBT.

You may not revoke your subscription exercise, even if we extend the expiration of the Rights Offering, and you could be committed to buying shares above the prevailing market price.

Once you exercise your Subscription Rights, you may not revoke the exercise of such Rights. If we decide to exercise our option to extend the expiration of the Rights Offering, you still may not revoke the exercise of your Subscription Rights. Following the exercise of your Subscription Rights, you may be unable to sell your shares of our Class A Shares at a price equal to or greater than the Subscription Price you paid for such shares, and you may lose all or part of your investment in our Class A Shares.

If you make payment of the Subscription Price by uncertified check, your check may not clear in sufficient time to enable you to purchase shares in the Rights Offering.

Any uncertified check used to pay for shares to be issued in the Rights Offering must clear prior to the Expiration Date of the Rights Offering, and the clearing process may require five or more business days. If you choose to exercise your Subscription Rights, in whole or in part, and to pay for shares by uncertified check and your check has not cleared prior to the Expiration Date of the Rights Offering, you will not have satisfied the conditions to exercise your Subscription Rights and will not receive the shares you wish to purchase.

Risks Relating to the Business Combination

The Combination Agreement and Proposed Business Combination Were Not Negotiated by the Trust or the Trustee.

Given the limited powers of the Trust and the Trustee under the Trust Indenture, neither the Trust nor the Trustee participated in the negotiations of the Combination Agreement or Business Combination. The negotiations were instead conducted by SoftVest, L.P., a Unitholder that beneficially owns in the aggregate approximately 13.3% of the outstanding Trust Units, at SoftVest, L.P.’s initiative. Neither SoftVest, L.P. nor any of its affiliates has the power or authority to bind the Trust or the Trustee, or act on behalf of either of them or other Unitholders. For that reason, the Business Combination can only occur if the Unitholders approve the Indenture Amendment Proposal, which approves and adopts the Combination Agreement. The amendment also instructs the Trustee to facilitate the consummation of the Business Combination.

We believe SoftVest, L.P.’s interests are generally aligned with those of other Unitholders. However, neither SoftVest, L.P. nor any of its affiliates or respective representatives has any fiduciary or other obligations to the Trust, the Trustee or any other Unitholders. The Trustee is not expected to make a recommendation for or against the Indenture Amendment Proposal or generally with respect to the Business Combination or the Combination Agreement. Therefore, Unitholders are strongly encouraged to carefully review the information in the proxy statement/prospectus relating to the Business Combination, including all annexes and information incorporated by reference therein, so that they can make their own determination as to whether to approve the Proposals at the Special Meeting.

None of New PBT, the Trust or the Trustee received any opinion from an investment bank regarding the fairness of the Business Combination from a financial point of view, or any other matter.

The Business Combination is subject to conditions, some or all of which may not be satisfied, and may not be completed on a timely basis, if at all. Failure to complete the Business Combination on a timely basis or at all could have adverse effects on the Trust.

The completion of the Business Combination is subject to a number of conditions, including, among others, (i) the approval by the Trust’s Unitholders of the Indenture Amendment Proposal and (ii) certain regulatory approvals, including the expiration or termination of any applicable waiting period under the HSR Act, which make the completion and timing of the Business Combination uncertain. For a more detailed discussion regarding conditions to the Business Combination, see “The Combination Agreement — Conditions to the Completion of the Business Combination,” beginning on page 189. Also, the parties to the Combination Agreement may terminate the Combination Agreement if the Business Combination has not been consummated on or before December 31, 2026, subject to certain exceptions.

If the contribution by the Trust of its assets to New PBT and receipt of Class A Shares by the Unitholders as part of the Business Combination were to fail to qualify as a contribution governed by Section 351(a) of the Code or if the IRS were to successfully challenge any aspect of the Intended Tax Treatment, U.S. holders of Trust Units and/or New PBT could be required to pay substantial U.S. federal income taxes.

Assuming that the Business Combination is completed as currently contemplated, for U.S. federal income tax purposes, the contribution by the Trust of its assets to New PBT and receipt of Class A Shares by the Unitholders pursuant to the Business Combination, together with certain other transactions occurring as part of the Business Combination, the exercise of any Subscription Rights and the purchase of Class A Shares pursuant to the Blackbeard and Greybeard Subscription and the Backstop Commitment (if applicable), is intended to qualify as a contribution governed by Section 351(a) of the Code. It is not a condition to the parties’ obligations to complete the Business Combination that such contribution by the Trust of its assets to New PBT and receipt of Class A Shares by the Unitholders be treated as a contribution governed by Section 351(a) of the Code or that the Transactions qualify for the Intended Tax Treatment. None of the parties have sought or intend to seek any ruling from the IRS regarding the qualification of such contribution as a contribution governed by Section 351(a) of the Code or regarding the qualification of any aspect of the Transactions for the Intended Tax Treatment. In connection with the effectiveness of the Form S-4, Paul Hastings LLP will provide an opinion to the effect that the contribution by the Trust of its assets to New PBT and receipt of Class A Shares by the Unitholders pursuant to the Business Combination, together with certain other transactions occurring as part of the Business Combination should be treated for U.S. federal income tax purposes as a contribution governed by Section 351(a) of the Code. However, no assurance can be given that such contribution and receipt will so qualify or that the IRS will not challenge such qualification or the qualification of any aspect of the Transactions for the Intended Tax Treatment or that a court would not sustain such a challenge. If such contribution and receipt were to fail to qualify as a contribution under Section 351(a) of the Code or if the IRS were to successfully challenge any aspect of the Intended Tax Treatment, U.S. holders of Trust Units and/or New PBT could be required to pay substantial U.S. federal income taxes. For a more complete description of the U.S. federal income tax consequences to U.S. holders of Trust Units of the Business Combination to U.S. holders, see the section entitled “The Business Combination — Material U.S. Federal Income Tax Consequences of the Business Combination” in the proxy statement/prospectus for the Business Combination.

Risks Relating to New PBT

New PBT will be a holding company. New PBT’s sole material asset following the completion of the Business Combination will be its equity interest in OpCo, and New PBT will accordingly be dependent upon distributions from OpCo to pay taxes, cover its corporate and other overhead expenses and any tax liabilities of New PBT and New PBT Sub that are attributable to any taxable period (or portion thereof) ending on or prior to the Blackbeard Contribution Closing Date, and pay any dividends on Class A Shares.

After giving effect to the Transactions, New PBT will be a holding company and will have no material assets other than its equity interest in OpCo. New PBT will have no independent means of generating revenue. To the extent funds of OpCo are legally available for distribution, subject to any restrictions contained in any agreement to which OpCo or its subsidiaries is bound, OpCo generally will be required to make distributions to all OpCo unitholders (including New PBT) on a pro rata basis (i) in such amounts as are necessary to cause a distribution to New PBT sufficient to enable New PBT to timely satisfy its tax liabilities, and (ii) to the extent the income tax liabilities of certain OpCo unitholders (other than New PBT) with respect to their allocable share of the income of OpCo (based on certain assumptions and conventions) exceed amounts otherwise distributed by OpCo, in amounts generally intended to allow such other OpCo unitholders to satisfy such excess income tax liabilities, which such additional distributed amounts may be re-contributed to OpCo in exchange for additional OpCo units at the election of certain holders (including New PBT). In addition, as the managing member of OpCo, New PBT may cause OpCo to make pro rata distributions of available cash to all of its unitholders, including to New PBT, in an amount sufficient to allow New PBT to fund dividends to its shareholders in accordance with New PBT’s dividend policy, to the extent the New PBT Board declares such dividends. Therefore, while New PBT expects to pay dividends on Class A Shares in amounts determined from time to time by the New PBT Board in the future, New PBT’s ability to do so may be limited to the extent OpCo and its subsidiaries are limited in their ability to make these and other distributions to New PBT, including due to the restrictions under any New PBT credit facility. Additionally, if OpCo makes such distributions, Blackbeard Security and Greybeard Energy, as OpCo unitholders, will be entitled to receive equivalent distributions from OpCo on a pro rata basis. However, because New PBT must pay taxes, amounts ultimately distributed as dividends to holders of Class A Shares are expected to be less on a per

share basis than the amounts distributed by OpCo to Blackbeard Security and Greybeard Energy (in their capacity as holders of OpCo units) on a per unit basis. The OpCo LLC Agreement will also require OpCo to make non-pro rata payments to New PBT to reimburse it for corporate and other overhead expenses, and any tax liabilities of New PBT and New PBT Sub that are attributable to any taxable period (or portion thereof) ending on or prior to the Blackbeard Contribution Closing Date, which payments will not be treated as distributions under the OpCo LLC Agreement. To the extent that New PBT needs funds and OpCo or its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of their financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect New PBT’s liquidity and financial condition. This and other aspects of our organizational structure following Closing may adversely impact the future trading market for the New PBT Common Stock.

The market price for Class A Shares following the completion of the Business Combination may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of the Trust.

Upon consummation of the Business Combination, existing Unitholders will hold Class A Shares. USLG’s and the Trust’s businesses differ and, accordingly, the results of operations of New PBT will be affected by some factors that are different from those currently or historically affecting the results of operations of USLG or the Trust. The results of operations of New PBT may also be affected by factors different from those that currently affect or have historically affected either USLG or the Trust.

The unaudited pro forma condensed combined financial information included in this prospectus is preliminary and New PBT’s actual financial position and results of operations after the Business Combination may differ materially from these estimates and the unaudited pro forma condensed combined financial information included in this prospectus.

The unaudited pro forma condensed combined financial information included in this prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and is not necessarily indicative of what New PBT’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. New PBT’s actual results and financial position after the Business Combination may differ materially and adversely from the unaudited pro forma condensed combined financial statement included in this prospectus.

Declaration, payment and amounts of dividends, if any, to holders of Class A Shares will be uncertain.

Although we currently expect New PBT to pay regular dividends to holders of Class A Shares, the amount of dividends, if any, that are declared or paid to holders of Class A Shares, will depend on a number of factors. The New PBT Board will have sole discretion to determine the dividend policy of New PBT, including whether any dividends will be declared, when dividends, if any, are declared, and the amount of such dividends. New PBT expects that such determination would be based on a number of considerations, including New PBT’s results of operations and capital management plans and the market price of New PBT shares, the availability of funds to New PBT, debt covenant limitations, New PBT’s access to capital markets as well as industry practice and other factors, deemed relevant by the New PBT Board. In addition, New PBT’s ability to pay dividends and the amount of any dividends ultimately paid in respect of Class A Shares will, in each case, be subject to New PBT receiving funds, directly or indirectly, from OpCo. Furthermore, the ability of OpCo to make distributions to New PBT will depend on satisfying applicable law with respect to such distributions. There can be no guarantee that holders of Class A Shares will receive or be entitled to dividends.

Following the Business Combination, Blackbeard will own over 40% of New PBT Common Stock, and their interests could differ from the interests of our other shareholders.

As a result of the Business Combination, Blackbeard Security and Greybeard Energy, together, will own approximately 40.7% of the shares of New PBT Common Stock. Therefore, following the Business Combination, Blackbeard Security and Greybeard Energy will have considerable influence or effective veto control regarding the outcome of any transaction or action that requires shareholder approval, including mergers, acquisitions, amendments to our charter and various corporate governance actions.

As a result of New PBT’s cash dividend policy, New PBT will have limited cash available to reinvest in its business or to fund acquisitions, and New PBT will rely primarily upon external financing sources, including commercial bank borrowings and the issuance of debt and equity securities, to fund its acquisitions and growth capital expenditures. As such, to the extent the New PBT is unable to finance growth externally, its dividend policy will significantly impair its ability to grow.

To the extent that New PBT issues additional shares in connection with any acquisitions or growth capital expenditures or as in-kind dividends, the payment of dividends on those additional shares may increase the risk that New PBT will be unable to maintain or increase our per share dividend level.

Provisions of New PBT’s organizational documents could delay or prevent a change in control, limit shareholder actions and make it more difficult for shareholders to effect changes in its management.

New PBT’s organizational documents contain provisions that could have the effect of discouraging, delaying or preventing a change in control or changes in management or the New PBT Board, even if such changes would be beneficial to holders of Class A Shares. These provisions include, among others, advance-notice procedures and other procedural requirements for shareholder nominations and proposals, and the authority of the New PBT Board to issue New PBT Preferred Stock with rights and preferences designated by the New PBT Board. These provisions could discourage unsolicited acquisition proposals or activist campaigns, reduce the likelihood that shareholders receive a premium for their shares in connection with a change in control and adversely affect the market price of Class A Shares.

The exclusive-forum provisions in our organizational documents could limit our shareholders’ ability to choose the judicial forum for disputes with us or our directors, officers or other employees.

The New PBT Charter provides that, unless New PBT consents in writing to the selection of an alternative forum, the Texas Business Court in the First Business Court Division of the State of Texas (or, if that court is not then accepting filings or lacks jurisdiction, the U.S. District Court for the Northern District of Texas, Dallas Division, or, if that court also lacks jurisdiction, the state district court of Dallas County, Texas) will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New PBT, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director, officer or other employee of New PBT to New PBT or its shareholders, including any claim alleging the aiding and abetting of such a breach, (iii) any action asserting a claim against New PBT or any current or former director, officer or other employee of New PBT arising pursuant to any provision of the TBOC, the New PBT Charter or the New PBT Bylaws (each as may be amended from time to time), or as to which the TBOC confers jurisdiction on the Business Court, (iv) any action to interpret, apply, enforce or determine the validity of the New PBT Charter or the New PBT Bylaws, (v) any action asserting a claim related to or involving New PBT that is governed by the internal affairs doctrine, (vi) any other action asserting a claim against New PBT, its directors, officers, or employees constituting an “internal entity claim” as that term is defined in Section 2.115 of the TBOC, and (vii) any other action within the jurisdiction of the Business Court, including any claims within the supplemental jurisdiction of the Business Court. In addition, the New PBT Charter provides that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Notwithstanding the foregoing, the Texas exclusive-forum provision will not apply to any direct claims under the Exchange Act or to any other claim for which the federal courts of the United States have exclusive jurisdiction. These provisions may discourage lawsuits against New PBT’s directors and officers by limiting the forums in which such lawsuits may be brought and by requiring shareholders to bring certain claims in the courts of the State of Texas or the federal courts located therein. Although similar provisions have been upheld in some circumstances, a court could determine that such a provision is inapplicable or unenforceable. If a court were to find the exclusive forum provision in the New PBT Charter to be inapplicable or unenforceable with respect to one or more types of actions, New PBT may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, results of operations and financial condition.

In certain circumstances, OpCo will be required to make tax distributions to the OpCo unitholders, including New PBT, and such tax distributions may be substantial. To the extent New PBT receives tax distributions in excess of its actual tax liabilities and retains such excess cash, other OpCo unitholders would benefit from such accumulated cash balances if they exercise their Redemption Right.

To the extent OpCo has available cash, OpCo generally will be required, subject to any restrictions contained in any agreement to which OpCo is bound, to make distributions out of legally available funds to all OpCo unitholders (including New PBT) on a pro rata basis (i) in such amounts as are necessary to cause a distribution to New PBT sufficient to enable New PBT to timely satisfy its tax liabilities, and (ii) to the extent the income tax liabilities of certain OpCo unitholders (other than New PBT) with respect to their allocable share of the income of OpCo (based on certain assumptions and conventions) exceed amounts otherwise distributed by OpCo, in amounts generally intended to allow such other OpCo unitholders to satisfy such excess income tax liabilities, which such additional distributed amounts may be re-contributed to OpCo in exchange for additional OpCo units at the election of certain holders (including New PBT). The amount of such excess tax distributions will be determined based on certain assumptions, including an assumed individual income tax rate, and will be calculated after taking into account other distributions (including other tax distributions) made by OpCo.

Because tax distributions will be made pro rata based on ownership and due to, among other items, differences between the tax rates applicable to New PBT and the assumed individual income tax rate used in the calculation and requirements under the applicable tax rules that OpCo’s net taxable income be allocated disproportionately to its unitholders in certain circumstances, tax distributions may significantly exceed the actual tax liability for many of the OpCo unitholders, including New PBT. If New PBT were to retain the excess cash it receives, the other OpCo unitholders would benefit from any value attributable to such accumulated cash balances upon their exercise of the Redemption Right. However, New PBT expects to take steps to eliminate any material cash balances, including by exercising its right to re-contribute such excess cash to OpCo in exchange for additional OpCo units. Following any such contribution, OpCo will recapitalize its outstanding units to the extent necessary to cause the aggregate number of units held by New PBT to equal the number of Class A Shares outstanding, and corresponding adjustments will be made to the number of Class B Shares outstanding to the extent necessary to cause each OpCo unitholder (other than New PBT) to hold one Class B Share per OpCo unit held by it.

The tax distributions to the OpCo unitholders may be substantial and may, in the aggregate, exceed the amount of taxes that OpCo would have paid if it were a similarly situated corporate taxpayer. Funds used by OpCo to make tax distributions (and that are not re-contributed to OpCo) will not be available for reinvestment in our business.

If OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, New PBT and OpCo might be subject to potentially significant tax inefficiencies.

New PBT and OpCo intend to operate such that OpCo does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, redemptions of OpCo units pursuant to the Redemption Right or other transfers of units of OpCo could cause OpCo to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and New PBT and OpCo intend to operate such that exchanges or other transfers of units of OpCo qualify for one or more such safe harbors. For example, we intend to limit the number of holders of OpCo units, and the OpCo LLC Agreement, which will be entered into in connection with the Closing, will provide for limitations on the ability of holders of OpCo units to transfer their OpCo units and will provide New PBT, as managing member of OpCo, with the right to impose restrictions (in addition to those already in place) on the ability of holders of OpCo units to redeem their OpCo units pursuant to the Redemption Right to the extent we believe it is necessary to ensure that OpCo will continue to be treated as a partnership for U.S. federal income tax purposes.

If OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for New PBT and for OpCo, including as a result of New PBT’s inability to file a consolidated U.S. federal income tax return with OpCo. In addition, we would no longer receive the benefit of certain increases in tax basis received in connection with the redemption of OpCo units pursuant to the Redemption Right.

USLG relies on Blackbeard to provide certain managerial functions, and pursuant to the Master Services Agreement, New PBT will rely on Blackbeard for certain managerial functions following the Business Combination.

Blackbeard provides managerial functions for USLG. USLG depends to a significant degree on the diligence, skill and network of business contacts of the Blackbeard management team and other key personnel to achieve USLG’s business objectives. Certain services required by USLG for the operation of USLG’s business, including general and administrative services, geological, geophysical and reserve engineering, lease and land administration, marketing, accounting, operational services, information technology services, compliance, insurance maintenance and management of outside professionals, are provided by Blackbeard. USLG’s reliance on Blackbeard for such services could have a material adverse effect on USLG’s business, financial condition and results of operations.

Following the Business Combination, pursuant to the Master Services Agreement, Blackbeard will provide general and administrative services, including, but not limited to, information technology, reporting services, engineering services and land administrative services, to New PBT. Our reliance on Blackbeard for such services could have a material adverse effect on our business, financial condition and results of operations. For more information on the Master Services Agreement, please see “Executive Compensation — Executive Compensation Arrangements for New PBT — Master Services Agreement” elsewhere in this prospectus.

New PBT’s organizational structure following the Business Combination will confer certain benefits upon Blackbeard Security and Greybeard, as OpCo unitholders, that will not benefit the holders of Class A Shares to the same extent as it will benefit Blackbeard Security and Greybeard.

New PBT’s organizational structure following the Business Combination will confer certain benefits upon Blackbeard Security and Greybeard, as OpCo unitholders, that will not benefit the holders of Class A Shares to the same extent as it will benefit Blackbeard Security and Greybeard. New PBT will be a holding company and will have no material assets other than its equity interest in OpCo. As the managing member of OpCo, New PBT may cause OpCo to make pro rata distributions of available cash to all of its unitholders, including to New PBT, in an amount sufficient to allow New PBT to fund dividends on its Class A Shares in accordance with New PBT’s dividend policy, to the extent the New PBT Board declares such dividends. Therefore, while New PBT expects to pay dividends on Class A Shares in amounts determined from time to time by the New PBT Board in the future, New PBT’s ability to do so may be limited to the extent OpCo and its subsidiaries are limited in their ability to make these and other distributions to New PBT, including due to the restrictions under the outstanding New PBT credit facility. Additionally, if OpCo makes such distributions, Blackbeard Security and Greybeard Energy, as OpCo unitholders, will be entitled to receive equivalent distributions from OpCo on a pro rata basis. However, because New PBT must pay taxes, amounts ultimately distributed as dividends to holders of Class A Shares are expected to be less on a per share basis than the amounts distributed by OpCo to Blackbeard Security and Greybeard Energy on a per unit basis. This and other aspects of New PBT’s organizational structure may adversely impact the future trading market for the Class A Shares.

Changes to applicable tax laws and regulations or exposure to additional income tax liabilities (including as a result of an examination of our income or other tax returns) could adversely affect New PBT’s business, cash flows and financial position.

New PBT and its subsidiaries will be subject to various complex and evolving U.S. federal, state and local taxes. U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect, and may have an adverse effect on New PBT’s business, cash flows and financial position.

In addition, New PBT and its subsidiaries may be subject to examinations of their income, sales or other tax returns by U.S. federal, state, or local taxing authorities. An adverse outcome arising from such an examination could result in higher tax exposure, penalties, interest or other liabilities that could have an adverse effect on New PBT’s business, cash flows and financial position.

Risks Relating to USLG’s Business

USLG’s revenues are dependent on Blackbeard’s and other operators’ E&P activities on the properties underlying USLG’s mineral and royalty interests. If such companies do not maintain drilling, completion and production, the demand for the use of USLG’s land and resources, as well as the royalties that USLG receives from the production of oil, natural gas and NGLs, and related activities on USLG’s land, could be reduced, which could have a material adverse effect on USLG’s results of operations, cash flows and financial position.

USLG is not an E&P company and decisions to pursue development of a potential drilling location are made by operators on and around USLG’s properties and not by USLG. Once acreage is leased to operators, USLG is dependent on its customers to develop its properties, construct infrastructure and commence other operations on and around its land. Any development that materially and adversely affects Blackbeard and USLG’s other operators including a reduction in the expected number of wells to be drilled on USLG’s acreage by Blackbeard or its other operators, or the failure of Blackbeard or USLG’s other operators to act in its best interests and/or adequately and efficiently develop and operate USLG’s acreage could have an adverse effect on its expected growth and operational results.

The willingness and ability of companies to continue operations and development activities on and around USLG’s land is dependent on a variety of factors that are outside of their and USLG’s control, including:

•        the demand for and supply of oil, natural gas and NGLs;

•        capital expenditures, including costs required for drilling, completion and production activities, which could be significantly more than anticipated;

•        the ability to access, and cost of, capital;

•        prevailing oil, natural gas and NGLs prices;

•        the availability of supplies and resources, including suitable drilling equipment, production and transportation infrastructure and qualified operating personnel;

•        the producers’ expected return on investment on projects and in wells drilled on or around USLG’s land as compared to opportunities in other areas; and

•        regulatory developments.

The agreements USLG enters into and the sand, water and other resources that USLG or its customers sell are substantially dependent on its customers’ operations and/or drilling, completion and production on or around its land. Blackbeard and other operators may elect not to undertake development activities, or may undertake such activities in an unanticipated fashion, which may result in significant fluctuations in USLG’s results of operations. If Blackbeard or other operators were to reduce their development activities or otherwise reduce production on USLG’s properties, USLG’s revenues may also be substantially adversely affected.

Any development and production activities on USLG’s properties by Blackbeard are subject to its reasonable discretion. The level, success and timing of drilling and development activities on USLG’s properties, and whether Blackbeard elects to drill any additional wells on USLG’s properties, depends on a number of factors that will be largely outside of USLG’s control, including: commodity prices; the timing and amount of capital expenditures by it, which could be significantly more than anticipated; the ability of Blackbeard to access capital; the availability, high cost or shortages of rigs and other suitable drilling equipment, raw materials, supplies and oilfield services; the availability of production and transportation infrastructure and qualified operating personnel; regulatory restrictions; Blackbeard’s expertise, operating efficiency and financial resources; approval of other participants in drilling wells; Blackbeard’s expected return on investment in wells drilled on USLG’s properties as compared to opportunities in other areas; the selection of technology; the selection of counterparties for the sale of production; and the rate of production of the reserves.

For the year ended December 31, 2025, New PBT Predecessor received approximately 91% of its total revenue from Blackbeard (inclusive of revenue received from Nile Midstream). While USLG expects these revenue streams to be recurring, its contracts with Blackbeard and other operators, which represent substantially all of its revenues, typically do not contain minimum volume commitment provisions for production amounts, land use or resources to

be purchased. As a result, USLG’s revenues are dependent on ongoing demand from these customers, which may decrease due to factors beyond its control. Once acreage is leased to operators, USLG’s customers make all decisions as to their operations on and around, investments in, and production from, USLG’s land, and USLG’s revenues are dependent upon decisions made by such companies, among other factors. There can be no assurance that USLG’s customers will take actions or make decisions that will be beneficial to USLG, which could result in adverse effects on its results of operations, cash flows and financial position.

Because USLG receives a significant portion of its revenue from its relationships with Nile Midstream, any development that materially and adversely affects its business, operations or financial condition could have a material adverse impact on USLG.

Nile Midstream is one of USLG’s most significant customers in the use of its land and its resources. Nile Midstream is expected to play an increasingly important role in USLG’s financial performance over the long term. Accordingly, USLG is indirectly subject to the business risks faced by Nile Midstream. Any development that materially and adversely affects Nile Midstream’s businesses, operations or financial condition could have a material adverse impact on USLG.

In addition, Nile Midstream does not own all of the land on which its infrastructure is located, and certain portions of such infrastructure located outside of USLG’s land are subject to leases, rights-of-way and easements with third parties. Such infrastructure is necessary to deliver oil, natural gas and water volumes to USLG’s land, and if Nile Midstream were to lose these rights or be required to relocate its infrastructure, USLG’s business could be materially and adversely affected as a result of such delivery interruptions. If Nile Midstream is unable to enter into favorable contracts or to obtain the necessary regulatory and land use approvals on favorable terms, it may not be able to construct and operate its assets as anticipated, or at all, which could negatively affect USLG’s results of operations, cash flows and financial position.

Substantially all of USLG’s current revenues are derived from drilling, completion and production activities on its land that are substantially influenced by, and royalty payments that are based on, the price at which oil, natural gas and NGLs trade. Prices of oil, natural gas and NGLs are volatile due to factors beyond USLG’s control. A substantial or extended decline in commodity prices may adversely affect USLG’s business, financial condition, results of operations and cash flows.

USLG’s revenues, operating results and the carrying value of its mineral and royalty interests depend significantly upon the prevailing prices for oil, natural gas and NGLs, through the royalty payments it receives and the operations of customers on and around its land.

Historically, the markets for oil, natural gas and NGLs have been volatile, and they are likely to continue to be volatile. For example, the respective conflicts with Iran and between Russia and Ukraine and Israel and Hamas have contributed to significant increases and volatility in the price for oil, natural gas and NGLs. Wide fluctuations in oil, natural gas and NGLs prices may result from relatively minor changes in the supply of or demand for oil, natural gas and NGLs, market uncertainty and other factors that are beyond USLG’s and its customers’ control, including:

•        worldwide and regional economic conditions, including the potential for a recession in the U.S. or worldwide, elevated interest rates and associated policies of the Federal Reserve, impacting the supply and demand for oil, natural gas and NGLs;

•        changes in seasonal temperatures, including the number of heating degree days during winter months and cooling degree days during summer months;

•        U.S. federal, state and local and foreign governmental regulation, including U.S. and international trade policies and any resultant tariffs, and taxes;

•        the level of oil, natural gas and NGLs exploration, development and production;

•        the level of oil, natural gas and NGLs inventories;

•        prevailing prices, and expectations regarding future prices, on local price indexes in the areas in which USLG owns land and/or mineral and royalty interests;

•        the proximity, capacity, cost and availability of gathering and transportation facilities;

method of accounting principles may require USLG to write down, as a non-cash charge to earnings, the carrying value of its oil, natural gas and NGLs properties. Operators on and around its land could also determine during periods of low commodity prices to shut in or curtail production from wells on USLG’s properties. In addition, they could determine during periods of low commodity prices to plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. Specifically, they may abandon any well if they reasonably believe that the well can no longer produce oil, natural gas and NGLs in commercially paying quantities.

Other significant factors that are likely to continue to affect commodity prices in future periods include, but are not limited to, the effect of U.S. energy, monetary and trade policies, U.S. and global economic conditions and political developments, including the current U.S. administration’s trade, energy and environmental policies, all of which are beyond USLG’s control. USLG’s business may be also adversely impacted by any future government rule, regulation or order that may impose production limits, as well as pipeline capacity, storage constraints and transportation delays.

Drilling for and producing oil, natural gas and NGLs are high-risk activities with many uncertainties that may materially adversely affect USLG’s business, financial condition, results of operations and cash flows.

The drilling activities of Blackbeard and the operators on USLG’s properties will be subject to many risks. For example, USLG will not be able to assure investors that wells drilled by Blackbeard or other operators on USLG’s properties will be productive. Drilling for oil, natural gas and NGLs often involves unprofitable efforts, not only from dry wells but also from wells that are productive but do not produce sufficient oil, natural gas or NGLs to return a profit at then realized prices after deducting drilling, operating and other costs. The seismic data and other technologies used do not provide conclusive knowledge prior to drilling a well that oil, natural gas or NGLs are present or that it can be produced economically. The costs of exploration, exploitation and development activities are subject to numerous uncertainties beyond USLG’s control, and increases in those costs can adversely affect the economics of a project. Further, operations on and around USLG’s land may be curtailed, delayed, canceled or otherwise negatively impacted as a result of other factors, including:

•        declines in oil or natural gas prices;

•        infrastructure limitations;

•        the high cost of equipment, materials and services, shortages thereof or delays related thereto;

•        unexpected operational events, pipeline ruptures or spills, adverse weather conditions, facility malfunctions or title problems;

•        compliance with and changes to environmental and other governmental requirements;

•        hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives, and the regulations, restrictions, moratoria and bans thereon;

•        unusual or unexpected geological formations;

•        environmental hazards, such as oil, natural gas or well fluids spills or releases, pipeline or tank ruptures and discharges of toxic gas;

•        fires, blowouts, craterings and explosions;

•        uncontrollable flows of oil, natural gas or well fluids; and

•        pipeline capacity curtailments.

In addition to causing curtailments, delays and cancellations of operations, many of these events could result in substantial losses to USLG’s customers due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution, contamination or other environmental damage, clean-up responsibilities, loss of wells, regulatory investigations and penalties, suspension of operations and repairs required to resume operations. In the event that planned operations, including the drilling of development wells, are delayed or

cancelled, or existing wells or development wells have lower than anticipated production due to one or more of the factors above or for any other reason, USLG’s financial condition, results of operations and cash flows may be materially adversely affected.

USLG’s customers may ordinarily maintain insurance against various losses and liabilities arising from their operations; however, insurance against all operational risks is not available to them. Additionally, they may elect not to obtain insurance if they believe that the cost of available insurance is excessive relative to the perceived risks presented. Losses could therefore occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. The occurrence of an event that is not fully covered by insurance could have a material adverse impact on their business activities, financial condition and results of operations, and in turn, USLG’s business.

Blackbeard’s development and exploratory drilling efforts and its well operations may not be profitable or achieve targeted returns.

Blackbeard Holdings owns a significant amount of unproved resources, which it expects to further its development efforts. Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. USLG cannot assure you that all prospects will be economically viable or that Blackbeard will not abandon its investments, including with respect to USLG’s properties. Additionally, USLG cannot assure you that undeveloped acreage leased by Blackbeard will be profitably developed, that wells drilled by Blackbeard in prospects that it pursues will be productive or that Blackbeard will recover all or any portion of its investment in such unproved property or wells, each of which could negatively affect USLG’s results of operations, cash flows and financial position.

USLG’s business is difficult to evaluate because it has a limited operating history.

New PBT Predecessor has historically not been an existing stand-alone legal entity, but rather it is a combination of certain of the assets that will be contributed to OpCo or subsidiaries of OpCo in connection with the Business Combination. As a result, New PBT Predecessor’s prior operating history and historical financial statements may not be a reliable basis for evaluating its business prospects or the future value of Class A Shares and may make it difficult to assess its ability to operate profitably.

Any acquisitions of additional surface acreage and/or mineral and royalty interests that USLG completes will be subject to substantial risks.

USLG may pursue opportunistic future land and/or mineral and royalty interest acquisitions that it expects to complement or expand its current position. It may not be able to identify attractive acquisition opportunities, and even if it does so, it may not be able to complete the acquisition on commercially acceptable terms, or at all. No assurance can be given that USLG will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms, or at all, or successfully acquire such identified properties.

Even if USLG makes acquisitions that it believes will increase its cash generated from operations, these acquisitions may nevertheless result in a decrease in its cash flows due to, among other things, operators or customers refraining from conducting activities, such as development and production activities, on such acquired assets. Any acquisition involves potential risks, including, among other things:

•        the validity of USLG’s assumptions about estimated proved reserves, as it pertains to mineral and royalty interests, the suitability of such properties for its customers’ anticipated activities, future production and volume and timing of future production, prices, revenues, capital expenditures, the operating expenses and costs its customers would incur to develop its properties;

•        a decrease in its liquidity by using a significant portion of its cash generated from operations or incurring debt to finance acquisitions;

•        a significant increase in its interest expense or financial leverage if USLG incurs debt to finance acquisitions;

•        the assumption of unknown liabilities, losses or costs for which USLG is not indemnified or for which any indemnity USLG receives is inadequate;

•        mistaken assumptions about the overall cost of equity or debt;

•        USLG’s inability to obtain satisfactory title to the assets we acquire;

•        potential environmental and other liabilities;

•        any restrictive covenants or other use restrictions that would prohibit or restrict the ability to engage in certain activities on the target property;

•        regulatory, permitting and other similar matters; and

•        the occurrence of other significant changes, such as impairment of oil and natural gas properties, goodwill or other intangible assets, asset devaluation or restructuring charges.

The accuracy of USLG’s assessments of suitable acquisition targets is inherently uncertain. Although USLG will perform a review of the subject properties that it believes to be generally consistent with industry practices, the accuracy of these assessments may not reveal all existing or potential problems or fully assess their deficiencies and capabilities. Inspections may not always be performed for the totality of such properties, and environmental problems are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. For example, acquiring oil and natural gas properties requires USLG to assess reservoir and infrastructure characteristics, including recoverable reserves, development and operating costs and potential environmental and other liabilities. Such assessments are inexact and inherently uncertain. In connection with the assessments, USLG performs a review of the subject properties, but such a review will not necessarily reveal all existing or potential problems. In the course of its due diligence, USLG may not inspect every well or pipeline. USLG cannot necessarily observe structural and environmental problems, such as pipe corrosion, when an inspection is made. As a result, such properties may not produce as projected, and/or USLG may be unable to determine the actual reserve potential of such properties.

Such acquisitions may require substantial capital expenditures, and USLG may need capital in excess of the amounts it retains in its business. Furthermore, USLG cannot assure you that it will be able to access other external capital on terms favorable to it or at all. Additionally, its ability to secure financing or access the capital markets could be adversely affected if financial institutions and institutional lenders elect not to provide funding for traditional energy companies in connection with the adoption of sustainable lending initiatives or are required to adopt policies that have the effect of reducing the funding available thereto. If it is unable to fund its capital requirements, USLG may be unable to complete acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on its results of operations and free cash flow.

Further, future growth may place strains on USLG’s resources, possibly negatively affecting its results of operations, cash flows and financial positions. Its ability to grow based on such acquisitions will depend on numerous factors, including the investment by USLG’s customers in infrastructure on and around its land, the amount of use of its resources, the results of operations and drilling on and around USLG’s land and its ability to maintain or enter into new relationships with customers.

Project areas on USLG’s properties, which are in various stages of development, may not yield oil or natural gas in commercially viable quantities.

Project areas on USLG’s properties are in various stages of development, ranging from project areas with current drilling or production activity to project areas that have limited drilling or production history. If the wells in the process of being completed do not produce sufficient revenues or if dry holes are drilled, USLG’s financial condition, results of operations and cash available for distribution may be materially affected.

The decision to pursue development of USLG’s properties will be made by operators on and around USLG’s properties and not by USLG.

Recovery of oil and natural gas underlying its mineral and royalty interests requires significant capital expenditures and successful drilling operations, and the decision to pursue development of a potential drilling location will be made by operators on and around USLG’s properties and not by USLG. There is no guarantee that such operators

will fund capital expenditures and development at the pace USLG has assumed or that the results of the development will be as estimated. Increases in costs to drill and develop its properties, or decreases in commodity prices, may result in the delay of the development of USLG’s properties or may result in some projects becoming uneconomical.

If there are delays in drilling its properties, USLG’s DUCs may not be converted to producing wells in a timeframe consistent with its historic conversion cycles, and the permits on USLG’s DUCs may expire if those wells are not further developed within a specified period of time. As a result, in environments where costs to produce are high or commodity prices are depressed, operators on and around USLG’s properties may halt or reduce drilling activities.

USLG may not be successful in pursuing additional commercial opportunities on its land from non-traditional energy production and other users.

One of USLG’s strategies is to expand the use of its land and resources by customers not engaged in traditional energy development. USLG may not be able to correctly identify such commercial opportunities or may be unsuccessful in attracting industry participants to develop projects on its land or to use its resources. The rapidly evolving and competitive nature of many of the industries USLG is targeting for such development makes it difficult to evaluate the future prospects of these projects. In addition, USLG has limited insight into emerging trends that may adversely affect the development of such projects on its land, the use of its resources or otherwise, and these potential customers, if they were to materialize, would encounter the risks and difficulties frequently experienced by growing companies and project developers in rapidly changing industries, including unpredictable and volatile revenues, increased expenses, an uncertain regulatory environment, novel litigation and corresponding outcomes and changes in business conditions. The viability of this business strategy and the resulting demand for the use of USLG’s land and resources by such potential customers will be affected by many factors outside of its control and may not be successful.

The construction by customers of new infrastructure on and around USLG’s land is subject to regulatory, construction, supply chain and other risks common in the development and operation of facilities and other infrastructure.

USLG receives a portion of its revenues through agreements pursuant to which its customers develop infrastructure on its land. These infrastructure projects involve numerous regulatory, environmental, political and legal uncertainties, including political opposition by environmental groups, local groups and other advocates. Such opposition can take many forms, including the delay or denial of required governmental permits, organized protests, attempts to block or sabotage operations on or around USLG’s land, intervention in regulatory or administrative proceedings related to USLG’s customers’ permitting efforts or otherwise involving their assets, or lawsuits or other actions designed to prevent, disrupt or delay the operation of USLG’s customers’ assets or their business. There can be no assurance that such infrastructure will be developed at all or that these projects will be completed on schedule or at an economical cost, and USLG may not realize the anticipated benefits of such projects.

USLG’s customers may also encounter technical difficulties during the construction of such infrastructure leading to a reduction in capacity or a shorter useful life. Moreover, USLG’s customers may undertake expansion projects to capture anticipated future growth that does not materialize or for which they are unable to acquire new customers. As a result, the new facilities and infrastructure developed by USLG’s customers on and around its land may not be able to attract enough demand to achieve their expected investment return, which could materially and adversely affect USLG’s results of operations, cash flows and financial position.

In addition, acts of sabotage or eco-terrorism could cause significant damage or injury to people, property or the environment or lead to extended interruptions of operations. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts. Negative public perception or changes in governmental policies, priorities and direction could cause the permits USLG’s customers require to conduct their operations on and around USLG’s land to be withheld, delayed or burdened by requirements that restrict their ability to profitably conduct their business. Any such event that delays or otherwise interrupts the revenues generated by operations on and around USLG’s land, or which causes them to make significant expenditures not covered by insurance, could adversely affect payments to USLG in respect of use of existing infrastructure as well as future development of infrastructure on and around its land.

USLG or its customers may be unable to obtain and renew permits necessary for operations, which could materially and adversely affect USLG’s results of operations, cash flows and financial position.

USLG’s or its customers’ ability to conduct operations is subject to a variety of required permits from various governmental authorities, which may limit such operations, including those associated with oil and natural gas drilling, completion and production activities, disposal or transport of produced water and other hazardous materials or wastes, construction, stormwater, water use, air emissions, mining, and other activities that may be conducted in association with operations on USLG’s land. The public often has the right to comment on permit applications and otherwise participate in the permitting process, including through court intervention. In addition, governmental authorities at the federal state and local levels often retain significant discretion over these types of permits and may exercise that discretion based on shifting governmental policies, priorities and direction. Accordingly, permits required to conduct USLG’s or its customers’ operations may not be issued, maintained or renewed, may not be issued or renewed in a timely fashion or may involve requirements that restrict USLG’s or its customers’ ability to economically conduct operations. Limitations on USLG’s or its customers’ ability to conduct operations due to the inability to obtain or renew necessary permits or similar approvals could materially and adversely affect its results of operations, cash flows and financial position.

A significant portion of USLG’s properties are located in the CBP, making USLG vulnerable to risks associated with geographic concentration in a single geographic area.

A significant portion of USLG’s properties are located in the CBP in Texas, making USLG vulnerable to risks associated with geographic concentration in that sub-basin. In particular, USLG and its customers may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from oil and natural gas wells in this area, availability of equipment and materials, facilities, personnel or services, market limitations, governmental regulation and political activities, processing or transportation capacity constraints, natural disasters, adverse weather conditions, water shortages or other drought-related conditions or interruption of the processing or transportation of oil and natural gas, each of which could have a material adverse effect on USLG’s results of operations, cash flows and financial position. In addition, the effect of fluctuations on supply and demand may become more pronounced on its business as the CBP is a narrow sub-basin of the Permian Basin, which may cause these conditions to occur with greater frequency or magnify the effects of these conditions.

Additionally, USLG’s sand royalties may be adversely affected by risks associated with its geographic concentration, including the presence of a limited number of potential customers on or near USLG’s land, competition with adjacent landowners to provide an attractive development site for such resources, particularly if such landowners are closer to the location of oil and natural gas development activity, and legislation or regulatory initiatives limiting the utilization of sand in the CBP, which could have a material adverse effect on USLG’s results of operations, cash flows and financial position.

During the year ended December 31, 2025, Blackbeard sold substantially all of the production from USLG’s mineral and royalty interests to a limited number of purchasers. The loss of any purchaser, if not replaced, could reduce USLG’s revenues and have a material adverse effect on its financial condition and results of operations.

For the year ended December 31, 2025, Plains Marketing, L.P., Anchor Crude Marketing, LLC and Energy Transfer Crude Marketing LLC and certain of their subsidiaries accounted for approximately 99% of all oil produced from USLG’s properties that was sold by Blackbeard; Targa Resources Corp. and DCP Operating Company and certain of their subsidiaries accounted for approximately 100% of all gas and NGLs produced from USLG’s properties that was sold by Blackbeard. Blackbeard depends upon a limited number of significant purchasers for the sale of production from USLG’s mineral and royalty interests. The loss of any of these customers, should USLG’s operators be unable to replace them, could adversely affect USLG’s revenues and have a material adverse effect on its financial condition and results of operations. USLG cannot assure you that any of its customers will continue to do business with it and/or its operators or that continued access to suitably liquid markets for future production will be available.

Competition in the energy industry is intense, which may adversely affect USLG’s and its customers’ ability to succeed.

The energy industry is intensely competitive, and USLG’s customers compete with other companies that may have greater resources. Many of these companies explore for and produce oil, natural gas and NGLs and conduct midstream and refining operations and market petroleum and other products on a regional, national or worldwide

basis. In addition, these companies may have a greater ability to continue operational activities during periods of low oil, natural gas and NGLs market prices. USLG’s customers’ larger competitors may be able to absorb the burden of present and future federal, state, local and other laws and regulations more easily than they can, which would adversely affect their competitive position. USLG’s customers may have fewer financial and human resources than many companies in their industry and may be at a disadvantage in bidding for developmental, transportation, gathering or exploratory prospects and producing or servicing oil, natural gas and NGLs properties. Furthermore, the oil and natural gas industry has experienced recent consolidation amongst some operators, which has resulted in certain instances of combined companies with larger resources. Such combined companies may compete against USLG’s customers or, in the case of consolidation amongst USLG’s customers, may choose to focus their operations on areas outside of USLG’s properties. Further, USLG’s customers previously operated in an area in the CBP that did not have a lot of activities. However, more operators and other competitors are entering into the CBP, which may result in higher prices and expenses, and fewer opportunities, for USLG’s customers. In addition, USLG’s ability to acquire additional properties upon which potential customers may operate and to discover reserves in the future will be dependent upon its ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment.

SEC rules could limit USLG’s ability to book additional PUDs in the future.

SEC rules require that, subject to limited exceptions, PUDs may only be booked if they relate to wells scheduled to be drilled within five years after the date of booking. As of December 31, 2025 and 2024, approximately 32% and 30% of USLG’s total proved reserves were classified as PUDs, respectively. The PUDs located in East Ranch that were booked in USLG’s year-end 2025 reserves report were based on a limited number of offset well results that existed at that time in the immediately surrounding area. As a result of successful delineation drilling in East Ranch in 2025, East Ranch wells are expected to comprise an increasing proportion of Blackbeard’s drilling activity in the future.

This requirement may limit USLG’s ability to book additional PUDs as operators on USLG’s properties pursue their drilling programs. Moreover, USLG may be required to write-down its PUDs if those wells are not drilled within the required five-year timeframe. Furthermore, USLG makes its determinations about their estimated drilling schedules from any development plans of its affiliated operators, provisions in the relevant lease agreement and the historical drilling activity, rig locations, production data and permit trends, as well as investor presentations and other public statements of the operators on USLG’s properties. Any development and production activities on USLG’s properties are subject to its operators’ reasonable discretion, and the level, success and timing of drilling and development activities on its properties, and whether its operators elect to drill any additional wells on its acreage, depends on a number of factors that will be largely outside of its control. The accuracy of any such determination is inherently uncertain and subject to a number of assumptions and factors outside of USLG’s control. A reduction in the expected number of wells to be drilled by the operators on its properties or the failure of such operators to adequately and efficiently develop and operate its properties could have an adverse effect on USLG’s results of operations.

USLG relies on operators on its properties, third parties and government databases for information regarding its mineral and royalty interests and, to the extent that information is incorrect, incomplete, lost or otherwise inaccessible, its financial and operational information and projections may be incorrect.

As an owner of mineral and royalty interests, USLG relies on the operators of its properties to notify it of information regarding production on its properties in a timely and complete manner, as well as the accuracy of information obtained from third parties and government databases. USLG uses this information to evaluate its operations and cash flows, as well as to predict its expected production and possible future locations. To the extent USLG does not timely receive this information or the information is incomplete or incorrect, its results may be incorrect and its ability to project potential growth may be materially adversely affected. If any of such third party or government databases or systems were to fail for any reason, including as a result of a cyberattack or systems outage, possible consequences include loss of communication links and inability to automatically process commercial transactions or engage in similar automated or computerized business activities. Any of the foregoing consequences could material adversely affect USLG’s business.

USLG has not entered into hedging arrangements with respect to the oil and natural gas production from its properties, and it will be exposed to the impact of decreases in the price of oil and natural gas.

USLG has not entered into hedging arrangements to establish, in advance, a price for the sale of the oil and natural gas produced from its properties, although it may enter into such arrangements in the future. As a result, USLG may realize the benefit of any short-term increase in the price of oil and natural gas, but it will not be protected against decreases in price, and if the price of oil and natural gas decreases significantly, USLG’s business, results of operation and cash available for distribution may be materially adversely affected.

Estimated proved reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these proved reserve estimates or underlying assumptions will materially affect the quantities and present value of USLG’s proved reserves.

It is not possible to measure underground accumulation of oil, natural gas or NGLs in an exact way. Oil, natural gas and NGLs reserve engineering is not an exact science and requires subjective estimates of underground accumulations of oil, natural gas and NGLs and assumptions concerning future oil, natural gas and NGLs prices, production levels, ultimate recoveries and operating and development costs. Numerous uncertainties are inherent in estimating quantities of oil and natural gas reserves. Estimates of USLG’s proved reserves were prepared using SEC pricing and are based upon average commodity prices over the 12 months prior to the determination date, which may not reflect actual prices received for production related to such assets. For example, USLG’s SEC pricing proved reserve volumes and PV-10, as disclosed in this prospectus, are based on assumed commodity prices of $65.34 per Bbl of oil and $3.387 per MMBtu of natural gas as of December 31, 2025, which, in the case of oil, are near the low end of the five-year NYMEX forward curve range of $63.30 to $79.34 per Bbl and, in the case of natural gas, near the midpoint of the five-year NYMEX forward curve range of $2.81 to $4.71 per Mcf (as of July 14, 2026). Accordingly, you are cautioned not to place undue weight on USLG’s proved reserve volumes or PV-10, based on such pricing when evaluating USLG’s financial condition. These estimates are complex and require significant decisions and assumptions in the evaluation of available geological, engineering and economic data for each reservoir. The reports relating to such assets rely upon various assumptions, including assumptions regarding future oil and natural gas prices, USLG’s drilling program, production levels and operating and development costs. As a result, estimated quantities of proved reserves, projections of future production rates and the timing of development expenditures may turn out to be incorrect. Estimates of USLG’s proved reserves and related valuations included in this prospectus were prepared by CG&A. CG&A, USLG’s independent petroleum engineering firm, conducted a detailed review of all relevant properties for the periods covered by its reserve reports using information provided by USLG.

Over time, USLG may make material changes to reserve estimates taking into account the results of actual drilling, testing and production and changes in prices. In estimating reserves, USLG and its reserve engineers make certain assumptions that may prove to be incorrect, including assumptions regarding future oil and natural gas prices, production levels and operating and development costs. In addition, certain assumptions regarding future oil, natural gas and NGLs prices, production levels and operating and development costs may prove incorrect. A substantial portion of these reserve estimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history. As a result, estimated quantities of reserves and projections of future production rates and the timing of development expenditures may prove to be inaccurate. Any significant variance from these assumptions to actual figures could greatly affect the estimates of such reserves, the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, the classifications of reserves based on risk of recovery and future cash generated from operations. Numerous changes over time to the assumptions on which USLG’s reserve estimates are based, as described above, often result in the actual quantities of oil, natural gas and NGLs that are ultimately recovered being different from such reserve estimates. Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for unproved undeveloped acreage.

USLG’s proved undeveloped reserves may not ultimately be developed or produced by the operators of its mineral and royalty interests or may take longer to develop than anticipated.

As of December 31, 2025, 9,425 Mboe of USLG’s 13,917 Mboe total estimated proved reserves, or 68%, were proved developed reserves. USLG’s remaining total estimated proved reserves are classified as PUDs and may not be ultimately developed or produced by the operators of its mineral and royalty interests. Conversion of PUDs

into producing volumes requires significant capital expenditures and successful drilling and development by such operators. The reserve data included in the reserves reports of CG&A, its independent petroleum engineer, assume that substantial capital expenditures by such operators are required to develop such PUDs. USLG cannot be certain that the estimated costs of the development of these PUDs are accurate, that USLG’s operators will develop the properties underlying its mineral and royalty interests in accordance with any publicly announced schedule or that the results of such development will be as estimated. The development of USLG’s PUDs may take longer than expected as a result of a variety of factors, including unexpected drilling conditions, pressure or irregularities in formations, lack of proximity to, and shortage of capacity of, transportation facilities, equipment failures or accidents and shortages or delays in the availability of drilling rigs, equipment, personnel and services and compliance with governmental requirements, and may require higher levels of capital expenditures from the operators than anticipated. Delays in the development of USLG’s PUDs, increases in costs to drill and develop PUDs or decreases or continued volatility in commodity prices will reduce the future net cash flows of USLG’s estimated undeveloped reserves and may result in some projects becoming uneconomic for the operators of USLG’s mineral and royalty interests.

The present value of future net revenues from New PBT Predecessor’s proved reserves and those of the Hilcorp Assets and the Greybeard Assets, as reflected in the standardized measure and PV-10 value related thereto, will not necessarily be the same as the current market value of the estimated proved oil and natural gas reserves related thereto.

You should not assume that the present value of future net revenues from New PBT Predecessor’s proved reserves and those of the Hilcorp Assets and the Greybeard Assets, as reflected in the standardized measure and PV-10 value related thereto, is the current market value of such estimated oil and natural gas reserves. USLG currently bases the estimated discounted future net revenues from New PBT Predecessor’s proved reserves and the proved reserves of Hilcorp Assets and the Greybeard Assets on SEC pricing. Accordingly, you are cautioned not to place undue weight on such reserve volumes, PV-10 or standardized measure based on such pricing when evaluating USLG’s financial condition or an investment in Class A Shares. USLG is dependent on its operators who will be affected by factors such as:

•        actual prices received for crude oil, natural gas and NGLs;

•        actual cost of development and production expenditures;

•        the amount and timing of actual production;

•        transportation and processing; and

•        changes in governmental regulations or taxation.

The timing of both the production and expenses in connection with the development and production of, and investment in, its oil and natural gas properties will affect the timing and amount of actual future net revenues from proved reserves, and thus their actual present value. In addition, the 10% discount factor USLG uses when calculating discounted future net revenues at PV-10 may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with USLG or the energy industry in general. Actual future prices and costs may differ materially from those used in the present value estimates.

USLG may experience delays in the payment of royalties and fees and be unable to replace customers or operators on its land that do not make required payments to it, and USLG may not be able to terminate its agreements with defaulting customers or operators that declare bankruptcy.

USLG may experience delays in receiving royalty, fee and other payments from its customers or operators on its land. A failure on the part of such company to make royalty payments typically gives USLG the right to terminate the lease agreement, repossess the property and enforce payment obligations under the agreement. If USLG repossessed any of its mineral and royalty interests, it would seek a replacement operator. However, USLG might not be able to find a replacement operator and, if it did, USLG might not be able to enter into a new lease on favorable terms within a reasonable period of time. In addition, with respect to a customer or operator that is subject to a proceeding under Title 11 of the United States Code (the “Bankruptcy Code”), USLG’s right to enforce or terminate the agreement for any defaults, including non-payment, may be substantially delayed or otherwise impaired. In general, in a proceeding under the Bankruptcy Code, the bankrupt customer or operator would have a substantial period of time to decide whether to ultimately reject or assume USLG’s agreement, which could prevent the execution of a new agreement or the assignment of the existing agreement to another customer or operator. In the event that the customer or operator

rejected the agreement, USLG’s ability to collect amounts owed would be substantially delayed, and its ultimate recovery may be only a fraction of the amount owed or nothing. In addition, even if it is able to enter into a new agreement with a new customer or operator, the replacement customer or operator may not achieve the same levels of activity on or around USLG’s land at the same price as the customer or operator it replaced.

If commodity prices decrease to a level such that USLG’s future undiscounted cash flows from its mineral and royalty interests are less than their carrying value, USLG may be required to take write-downs of the carrying values of its mineral and royalty interests.

Accounting rules require that USLG periodically review the carrying value of its mineral and royalty interests for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, production data, economics and other factors, and the continuing evaluation of development plans, USLG may be required to write down the carrying value of its mineral and royalty interests. USLG evaluates the carrying amount of its proved oil, natural gas and NGLs properties for impairment whenever events or changes in circumstances indicate that a property’s carrying amount may not be recoverable. If the carrying value exceeds the estimated undiscounted future cash flows, USLG would estimate the fair value of its mineral and royalty interests and record an impairment charge for any excess of the carrying value of the mineral and royalty interests over the estimated fair value of the mineral and royalty interests. Factors used to estimate fair value may include estimates of proved reserves, future commodity prices, future production estimates and a commensurate discount rate. Should capitalized costs exceed this ceiling, an impairment would be recognized. The risk that USLG will be required to recognize impairments of its oil, natural gas and NGLs reserves increases during periods of low commodity prices. In addition, impairments would occur if USLG were to experience sufficient downward adjustments to its estimated proved reserves or the present value of estimated future net revenues. An impairment recognized in one period may not be reversed in a subsequent period. USLG may incur impairment charges in the future, which could materially adversely affect its results of operations for the periods in which such charges are taken.

The unavailability, high cost or shortages of equipment, raw materials, supplies or personnel may restrict or result in increased costs for USLG’s customers related to their operations on and around USLG’s land.

The energy industry is cyclical, which can result in shortages of equipment, raw materials, supplies and personnel. When shortages occur, the costs and delivery times of equipment and supplies increase and demand for, and incentive costs and wage rates of, qualified personnel also rise with increases in demand. In addition, capital and operating costs in the energy industry have generally risen during periods of increasing commodity prices as operators seek to increase production to capitalize on higher commodity prices. USLG cannot predict whether these conditions will exist in the future and, if so, what their timing and duration will be. In accordance with customary industry practice, the operators on and around USLG’s land rely on independent third-party service providers to provide many of the services and equipment necessary to drill new wells. The cost of oilfield services typically fluctuates based on demand for those services, and the increase in commodity prices and supply constraints due to tariffs, the conflicts in Ukraine and the Middle East, elevated interest rates and associated policies of the Federal Reserve or otherwise, have increased the cost of oilfield services. While USLG believes the operators on and around its land currently have strong relationships with the oilfield service companies they contract with, there is no assurance that such operators will be able to contract for such services on a timely basis or that the cost of such services will remain at a satisfactory or affordable level. If such operators are unable to secure the equipment and supplies they require at reasonable costs, USLG’s financial condition and results of operations could suffer. In situations where cost inflation exceeds commodity price inflation, USLG’s profitability and cash flow, and the ability of the operators on its land to complete development activities as scheduled and on budget, may be negatively impacted. Any delay in USLG’s customers’ operations could reduce its financial condition and cash flows.

Sand operations are subject to operating risks that are often beyond the control of the mine operator. These risks can adversely affect production levels and costs, which could adversely affect sand production from USLG’s land.

USLG does not operate the sand mines on its land, but USLG’s customers that conduct such operations are subject to risks normally encountered in the mining industry generally and the sand mining industry in particular. These risks include:

•        changes in the price and availability of transportation, natural gas or electricity;

•        unanticipated ground, grade or water conditions;

•        unusual or unexpected geological formations;

•        pit wall failures or surface rock falls;

•        inclement or hazardous weather conditions, as well as any effects of climate change;

•        environmental hazards, contamination and industrial accidents;

•        changes in applicable laws and regulations (or the interpretation thereof);

•        inability to maintain necessary permits or mining or water rights;

•        restrictions on blasting operations;

•        inability to obtain necessary mining or production equipment or replacement parts;

•        fires, explosions or industrial accidents or other accidents;

•        technical difficulties or key equipment failures;

•        labor disputes;

•        late delivery of supplies; and

•        facility shutdowns in response to environmental regulatory actions.

Any of these risks could result in damage to current and future mining properties or facilities on USLG’s land, personal injury, environmental damage, delays in mining or processing, losses or possible legal liability. Any prolonged downtime or shutdowns at any of the mining properties or production facilities on USLG’s land could have a material adverse effect on USLG’s results of operations, cash flows and financial position.

In addition, transportation and related logistics costs are a significant component of the total delivered cost of sand for oil and natural gas operations. As a result, the cost of transporting sand to the well site is a key factor in USLG’s customers’ purchasing decisions. The development of additional in-basin sand mines that are closer to areas of drilling activity could reduce demand for sand produced from USLG’s land. For example, a number of companies have announced plans to develop or acquire, are currently developing or expanding, or have recently acquired or completed sand mine projects in the Permian Basin that may be closer to ongoing development activity. Any such reduction in demand for sand from USLG’s land could materially affect USLG’s results of operations, cash flows and financial position.

USLG may be subject to claims for personal injury and property damage, or for catastrophic events, which could materially and adversely affect its results of operations, cash flows and financial position.

USLG’s customers’ operations will be subject to all of the hazards and operating risks associated with their operations, which include oil and natural gas drilling, completion and production activities, sand mining, production and distribution of water, water and waste disposal and any other operations that may occur on USLG’s properties. These hazards may include the risk of fire, explosions, blowouts, seismic events, surface cratering, uncontrollable flows of oil, natural gas, NGLs and produced water, pipe or pipeline failures, abnormally pressured formations, casing collapses and environmental hazards such as oil and NGL spills, natural gas leaks and ruptures or discharges of toxic gases, release of hazardous materials into the environment and worker safety and health issues. The occurrence of any of these events could result in substantial losses to USLG’s customers due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties, suspension of operations and repairs required to resume operations.

Litigation arising from operations on USLG’s properties may cause USLG to be named as a defendant in lawsuits asserting potentially large claims, including claims for defense, indemnity and exemplary damages. USLG generally seek indemnity from USLG’s customers for liabilities arising from their operations on its land, and USLG maintains what it believes is customary and reasonable insurance to protect its business against these potential losses, but such indemnity and insurance may not be adequate to cover USLG’s liabilities, and USLG is not fully protected or insured against all risks.

Subject to certain exceptions, USLG’s customers assume responsibility for, including control and removal of, all other pollution or contamination that may result from their operations on USLG’s properties. USLG may have liability in such cases if it is grossly negligent or commits willful acts, or as owners of the land under laws that impose strict liability for pollution clean-up, such as CERCLA (as defined herein). USLG’s customers generally agree to indemnify and defend USLG against claims relating to damage or loss of a well, reservoir, geological formation, underground strata or water resources, or the loss of oil, natural gas, mineral or water, but sometimes such indemnity and defense is subject to exceptions for claims for gross negligence or willful misconduct, and USLG may not be able to collect under these indemnities if the applicable customer is in financial distress. USLG’s customers also generally assume responsibility for claims arising from their employees’ personal injury or death, or the damage or loss of their property, to the extent that their employees are injured or their properties are damaged by operations on USLG’s properties, but sometimes such indemnity and defense is subject to exceptions for claims resulting from USLG’s gross negligence or willful misconduct, and USLG may not be able to collect under these indemnities if the applicable customer is in financial distress. Further, USLG might not succeed in enforcing such contractual risk allocation or might incur an unforeseen liability falling outside the scope of such risk allocation.

The occurrence of any of these events could result in interruption of USLG’s customers’ operations or substantial losses to USLG or its customers, which could materially and adversely affect USLG’s results of operations, cash flows and financial position.

If any operators on USLG’s properties suspend its right to receive royalty payments pursuant to its mineral and royalty interests due to title defects or other issues, USLG’s business, financial condition, results of operations and cash flows may be adversely affected.

USLG typically does not incur the expense of a title examination prior to acquiring oil and natural gas leases or undivided interests in oil and natural gas leases or other developed rights. Prior to acquiring a specific mineral and royalty interest, USLG may rely upon the judgment of oil and gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental office, as USLG is not required to, and under certain circumstances it may elect not to, incur the expense of retaining lawyers to examine the title to its mineral and royalty interests. Upon a change in ownership of mineral and royalty interests, and at regular intervals pursuant to routine audit procedures at an operator’s discretion, the operator of the underlying property has the right to investigate and verify the title and ownership of mineral and royalty interests with respect to the properties it operates. It is also the normal practice in the energy industry for the person or company acting as the operator of the well to obtain a preliminary title review of the spacing unit within which the proposed oil or natural gas well is to be drilled prior to drilling to ensure there are no obvious deficiencies in title to the well. Frequently, as a result of such examinations, certain curative work must be done to correct deficiencies in the marketability of the title, such as obtaining affidavits of heirship or causing an estate to be administered. Such curative work entails expense, and the operator may elect to proceed with a well despite defects to the title identified in the preliminary title opinion. Furthermore, title issues may arise at a later date that were not initially detected in any title review or examination. Leases can be vulnerable to title deficiencies due to a mix of federal, state, tribal and private land or the history of land ownership in the area, resulting in complex and alternating chains of title. The existence of a material title deficiency can render a mineral and royalty interest worthless and can materially adversely affect USLG’s business results of operations, financial condition and cash flows. No assurance can be given that USLG will not suffer a monetary loss from title defects or title failure.

If any title or ownership issues are not resolved to its reasonable satisfaction in accordance with customary industry standards, an operator may suspend the related royalty payment. If an operator on USLG’s properties is not satisfied with the documentation it provides to validate its ownership, it may place USLG’s royalty payment in suspense until such issues are resolved, at which time USLG would receive in full the payments that would have been made during the suspension period, without interest. USLG’s failure to cure any title defects may delay or prevent USLG from utilizing the associated mineral and royalty interest. Additionally, undeveloped acreage has greater risk of title defects than developed acreage. If there are any title defects or defects in the assignment of leasehold rights in properties in which USLG holds a mineral and royalty interest, its business and results of operations may be adversely affected.

USLG’s insurance coverage may not fully cover its losses, and USLG may in the future encounter increased costs related to, and lack of availability of, insurance.

While USLG maintains insurance coverage at levels that it believes to be reasonable and prudent, it can provide no assurance that its current levels of insurance will be sufficient to cover any losses that it has incurred or may incur in the future, whether due to deductibles, coverage challenges or other limitations. Additionally, USLG may not be able to maintain adequate insurance in the future at rates or on other terms that it considers commercially reasonable. Additionally, insurance will not cover many types of interruptions or events that might occur and will not cover all risks associated with USLG’s business. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if such an event were to occur. The occurrence of a significant event, the consequences of which are either not covered by insurance or not fully insured, or a significant delay in, or denial of, the payment of a major insurance claim, could materially and adversely affect USLG’s results of operations, cash flows and financial position.

A deterioration in general economic, business, political or industry conditions could materially adversely affect USLG’s results of operations, financial condition and cash flows.

Concerns over global economic conditions, energy costs, U.S. and international trade policy, geopolitical issues, including conflicts between Russia and Ukraine and in the Middle East, including the Israel-Hamas conflict and conflict with Iran, inflation, elevated interest rates, instability in the banking industry, the availability and cost of credit and slow economic growth in the United States have contributed to economic uncertainty and diminished expectations for the global economy. These factors, combined with volatile commodity prices, and declining business and consumer confidence, may have a significant adverse impact on global financial markets and commodity prices. For example, an oversupply of oil, natural gas or NGLs due to reduced demand as a result of slower global economic growth could lead to a severe decline in worldwide oil, natural gas and NGLs prices. Further, USLG’s customers may also experience supply chain constraints and inflationary pressure on their cost structures, which could impact the revenues USLG receives from them. USLG’s customers also may face shortages of equipment, raw materials, supplies, commodities, labor and services, which may prevent them from executing their development plans on or around USLG’s land, including regarding drilling and completion of wells, construction of infrastructure and the extraction of resources on USLG’s land. These supply chain constraints and inflationary pressures may continue to adversely impact USLG’s customers’ operating costs and, if they are unable to manage their supply chain, it may impact their ability to procure materials and equipment in a timely and cost-effective manner, if at all, which could materially and adversely affect the revenues received in respect of operations on or around USLG’s land.

Cyber incidents or attacks targeting systems and infrastructure used by the energy industry may adversely impact USLG’s operations, and a cyber incident or systems failure could result in information theft, data corruption and operational disruption and USLG’s results of operations, cash flows or financial position may be adversely impacted.

USLG and its customers, and the energy industry generally, increasingly rely on information technology systems and digital technologies to operate their respective businesses. Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow. The U.S. government has issued public warnings that specifically indicate energy assets could be targets of cybersecurity threats. USLG’s technologies, systems and networks, and those of USLG’s customers, affiliates and other business partners, may become the target of cyberattacks or information security breaches that could result in the unauthorized access, release, gathering, monitoring, misuse, loss or destruction of proprietary, personal and other information, or other disruption of business operations. USLG’s information technology and other systems for protecting against cybersecurity risks may not be sufficient, and some of these networks and systems are managed by third-party service providers and are not under its direct control. USLG regularly enters into transactions with third parties, some of whom may have less sophisticated electronic systems or networks and may be more vulnerable to cyberattacks. In addition, certain cyber incidents, such as surveillance, may remain undetected for some period of time, and cyber incidents and attacks are continually evolving and unpredictable. As cyber incidents and attacks continue to evolve, USLG may be required to expend additional resources to continue to modify or enhance its protective measures or to investigate and remediate any vulnerability to cyber incidents. While USLG utilizes various procedures and controls to reduce the risk of the occurrence of cyber incidents, there can be no assurance that its business, finances, systems and assets will not be compromised in a cyber incident. Any cyber event may divert management’s attention and could adversely affect USLG’s brand, relationships with its customers, operating results or financial condition.

Risks Relating to Environmental and Regulatory Matters

Oil, natural gas and NGLs operations are subject to various governmental laws and regulations. Compliance with these laws and regulations can be burdensome and expensive for USLG’s customers, and failure to comply could result in USLG’s customers incurring significant liabilities, either of which may impact USLG’s customers’ willingness to operate on USLG’s surface acreage and/or develop USLG’s mineral and royalty interests, and may subject USLG to strict, as well as joint and several, liability for contamination resulting from such failure, even if USLG does not have control over such operations.

The value of the revenues USLG receives from the use of USLG’s surface acreage and resources, including USLG’s mineral and royalty interests, by USLG’s customers is substantially based on the level of oil and natural gas drilling and production and transportation and gathering activities with respect thereto. USLG’s customers’ level of activities on USLG’s surface acreage and/or with respect to USLG’s mineral and royalty interests are subject to various federal, state and local governmental laws and regulations that may change from time to time in response to economic and political conditions. Matters subject to these laws and regulations include drilling operations, production, gathering, transportation and distribution activities, water sourcing and disposal, air emissions, discharges or releases of pollutants or wastes, storage, plugging and abandonment of wells, maintenance and decommissioning of other facilities, the spacing of wells, unitization and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and natural gas wells below actual production capacity to conserve supplies of oil, natural gas and NGLs.

In addition, the production, handling, storage, gathering and transportation of oil, natural gas and NGLs as well as the remediation, emission and disposal of oil, natural gas and NGLs wastes, by-products thereof and other substances and materials produced or used in connection with oil, natural gas and NGLs operations are subject to regulation under federal, state and local laws and regulations primarily relating to protection of worker safety and health, natural resources and the environment. Failure to comply with these laws and regulations may result in the assessment of sanctions on USLG’s customers, including administrative, civil or criminal penalties, permit, license or authorization revocations or suspensions, requirements for additional pollution controls, imposition of cleanup and site restoration costs and liens, and injunctions limiting or prohibiting some or all of USLG’s customers’ operations on USLG’s properties. Moreover, these laws and regulations have generally imposed increasingly strict requirements related to water use and disposal, air pollution control, species protection and waste management, among other matters.

Laws and regulations governing E&P activities may also affect production levels. Certain of USLG’s customers must comply with federal, state and local laws and regulations governing conservation matters, including:

•        provisions related to the unitization or pooling of oil and natural gas properties;

•        the establishment of maximum rates of production from wells;

•        the spacing of wells;

•        the plugging and abandonment of wells; and

•        the removal of related production equipment.

Additionally, federal and state regulatory authorities may expand or alter applicable pipeline-safety laws and regulations. The U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (“PHMSA”) has completed several regulatory actions over the last few years, consistent with the Protecting USLG’s Infrastructure of Pipelines and Enhancing Safety Act of 2020, which significantly expand reporting and safety requirements for operators of gas gathering pipelines, including previously unregulated pipelines. Compliance with such regulations may require increased capital costs for third-party oil, natural gas and NGLs transporters. These transporters may attempt to pass on such costs to USLG’s customers, which in turn could affect the profitability of USLG’s surface acreage and/or mineral and royalty interests. USLG’s customers must also comply with laws and regulations prohibiting fraud and market manipulation in energy markets. To the extent USLG’s customers are shippers on interstate pipelines, they must comply with the tariffs of those pipelines and with federal policies related to the use of interstate capacity.

Moreover, under certain environmental laws that impose strict as well as joint and several liability, USLG may be required to remediate contaminated properties owned by USLG even if a customer’s operations caused the contamination. In addition, USLG’s customers may be liable for the remediation of contamination at currently

or formerly operated facilities and facilities of third parties that received waste generated by USLG’s customers’ operations, regardless of whether such contamination resulted from the conduct of others or from consequences of actions that were in compliance with all applicable environmental laws at the time those actions were taken. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, safety and health impacts of the operations of USLG’s customers. While USLG seeks to mitigate any potential liability it may have through indemnification, customary insurance policies and remediation activities, in each case, required under USLG’s contracts, as well as reliance on state funded programs (such as the Texas Railroad Commission’s (the “TRRC”) Orphan Well Program) for coverage of plugging and abandonment liabilities, if any of USLG’s customers declare bankruptcy or if USLG’s insurance policies do not fully cover such liabilities, it may not be fully protected. Additionally, although we generally have rights to inspect USLG’s property and the operations thereon, we may not become aware of all environmental, safety and health matters. Moreover, public interest in the protection of the environment has increased over time. The general trend of more expansive and stringent environmental legislation and regulations applied to extractive industries such as those in which USLG’s customers engage could continue resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are enacted or other governmental actions are taken that restrict USLG’s customers’ operations or impose more stringent and costly operating requirements, USLG’s customers’ operations could face increased costs and potential curtailment of operations, which consequently could indirectly materially and adversely affect USLG’s business, cash flows, prospects, financial condition or results of operations. Please read “Information about US Land Guild — Regulation of Environmental and Occupational Safety and Health Matters” for a description of the laws and regulations that affect USLG’s customers and that may affect us if the Business Combination is completed.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could cause certain of USLG’s customers to incur increased costs, additional operating restrictions or delays and fewer potential drilling locations.

Certain of USLG’s customers engage in hydraulic fracturing. Hydraulic fracturing is an important and a common practice that is used to stimulate production of oil, natural gas and NGLs from dense subsurface rock formations. The process involves the injection of water, sand or alternative proppant and chemicals under pressure into targeted geological formations to fracture the surrounding rock and stimulate production.

Currently, hydraulic fracturing (other than that using diesel) is generally exempt from regulation under the Underground Injection Control (“UIC”) program of the U.S. Safe Drinking Water Act (the “SDWA”) and is typically regulated by state oil and gas commissions or similar agencies. While USLG’s customers engaged in hydraulic fracturing do not currently use diesel fuels in their hydraulic fracturing fluids, they may become subject to federal permitting under the SDWA if their fracturing formula changes and may incur significant costs to comply with disposal requirements for hydraulic fracturing fluids and produced water. In addition, the U.S. Congress (“Congress”) from time to time has considered legislation to amend the SDWA to remove the exemption currently available to hydraulic fracturing, which would place additional regulatory burdens on hydraulic fracturing operations including requirements to obtain a permit prior to commencing operations, adhering to certain construction requirements, to establish financial assurance and to require reporting and disclosure of the chemicals used in those operations. This legislation has not been enacted.

Several federal agencies have asserted regulatory authority over certain aspects of the hydraulic fracturing process. For example, the U.S. Environmental Protection Agency (the “EPA”) has published a final rule establishing pretreatment standards that prohibit the discharge of wastewater from onshore unconventional oil and gas extraction facilities to publicly owned wastewater treatment plants. In addition, the U.S. Department of the Interior’s (“DOI”) Bureau of Land Management (the “BLM”) finalized two rules in April and May 2024 increasing royalty rates, rentals and minimum bids, and updating the agency’s interpretation of its mandate that conservation is a use of federal land on par with mineral extraction and other uses (“Public Lands Rule”). In May 2026, the BLM finalized its recission of the Public Lands Rule. Further, in May 2025, the BLM announced a policy designed to expedite the oil and gas leasing process on public lands. In July 2025, the One Big Beautiful Bill Act (“OBBB Act”) was signed into law, which included provisions directing expanded and expedited oil and gas leasing, removing restrictions on leasing and decreasing the royalty rate. Consistent with this direction, on January 30, 2026, the BLM announced a proposed rule to revise its regulations to allow for commingling of production more broadly in an effort to promote oil and gas production on Federal, Indian, private and State lands. Also, from time to time, legislation has been introduced, but not enacted, in Congress to provide for federal regulation of hydraulic fracturing and to

hydraulic fracturing or dispose of produced water, by limiting volumes, disposal rates, disposal well locations or otherwise, or requiring USLG’s customers to shut down such disposal wells, could limit existing operations and future development activity in affected areas by USLG’s customers and reduce their demand for the use of USLG’s surface acreage and resources, which could have a material adverse effect on USLG’s results of operations, cash flows and financial position.

Restrictions on the ability of USLG’s customers to obtain water may have an adverse effect on USLG’s financial condition, results of operations and cash flows.

Water is an essential component of oil, natural gas and NGLs production during both the drilling and hydraulic fracturing processes. Historically, USLG’s customers involved in such activities have been able to purchase water from local land owners and other sources for use in their operations. Over the past several years, some areas in which USLG owns surface acreage and/or mineral and royalty interests have experienced drought conditions. As a result of the droughts, some local water districts have begun restricting the use of water subject to their jurisdiction for hydraulic fracturing to protect local water supply. Such conditions may be exacerbated by climate change. If USLG’s customers are unable to obtain water to use in their operations from local sources, or if USLG’s operators are unable to effectively utilize flowback water, they may be unable to economically drill for, or produce, oil, natural gas and NGLs from USLG’s properties, which could have an adverse effect on USLG’s financial condition, results of operations and cash flows. In addition, because USLG generates fee revenue by providing freshwater to USLG’s customers, restrictions on the use of freshwater for hydraulic fracturing or other oil and gas operations could have an adverse effect on USLG’s financial condition, results of operation and cash flows.

Produced water disposal activities on USLG’s land expose USLG to potential financial and regulatory risks.

There are unique risks associated with produced water disposal, and the legal requirements related to disposing produced water into a disposal well are subject to change based on concerns of the public or governmental authorities. There remains substantial uncertainty regarding the treatment of produced water disposal into underground formations, the regulation of which could materially and adversely affect USLG and its customers in a manner that cannot be predicted due to such uncertainty. These include liabilities related to the handling, treatment, storage, disposal, transport, release and use of radioactive materials, which could be in produced water, and uncertainties regarding the ultimate, and potential exposure to, technical and financial risks associated with modifying or decommissioning produced water disposal wells. Federal or state regulatory agencies could require the shutdown of produced water disposal wells for safety reasons or refuse to permit the restart of any well after unplanned or planned outages. New or amended safety and regulatory requirements may give rise to additional operation and maintenance costs and capital expenditures. Additionally, aging equipment may require more capital expenditures to keep produced water infrastructure operating efficiently or in compliance with applicable laws and regulations. Such equipment is also likely to require periodic upgrading and improvement to maintain compliance. Although the safety record of produced water disposal generally has been very good, accidents and other unforeseen problems have occurred. The consequences of a major incident could be severe and include loss of life and property damage. Any resulting liability from a major environmental or catastrophic incident could materially and adversely affect USLG and USLG’s customers and limit operations on USLG’s land.

A series of risks arising out of the threat of climate change could result in increased operating costs for USLG’s customers, limit the areas in which oil, natural gas and NGLs production may occur, and reduce demand for traditional energy sources and the services related to the production and transport thereof, which could have a material adverse effect on their business, which in turn could have a material adverse effect on USLG’s business.

The operations of USLG’s customers and their service providers and end-line customers are subject to a series of regulatory, political, litigation and financial risks associated with the threat of climate change, including the production, processing, transportation, gathering and handling of traditional energy sources and the emission of greenhouse gases (“GHGs”).

Federal agencies have also regulated various GHGs from oil and natural gas. In March 2024, the EPA issued a final rule that established Subpart OOOOb implementing more stringent rules for GHG (in the form of a limitation on emissions of methane) and VOC emissions for new, modified and reconstructed facilities in the crude oil and natural gas source category and Subpart OOOOc as first-time existing source standards of performance for methane and VOC emissions for the oil and natural gas source category. However, in March 2025, the EPA

announced plans to reconsider Subparts OOOOb and OOOOc, and in July 2025, extended the compliance deadlines for certain provisions until January 2027. In December 2025, the EPA issued a final rule reaffirming the interim rule and further extending the deadline for compliance with net heat value monitoring and annual report submissions. Litigation challenging the EPA’s final rule is held in abeyance while the agency reconsiders the rule, and separate litigation by environmental groups, challenging EPA’s interim final rule extending compliance deadlines remains pending. In April 2026, the EPA published a final rule amending two aspects of the March 2024 rule. First, the rule extends the baseline time limit for temporary flaring of associated gas in certain situations, with allowance in the event of extreme weather. Second, the rule revises the vent gas net heat value continuous monitoring requirements.

At the federal level, no comprehensive climate change law or regulation has been implemented to date. In November 2024, the EPA promulgated a rule implementing the Inflation Reduction Act of 2022’s (“IRA 2022”) methane emissions fee for petroleum and natural gas sources, although in February 2025, Congress voted to eliminate the rule under the Congressional Review Act. Additionally, in the OBBB Act, Congress delayed the implementation of the methane emission charge until 2034. In March 2025, the EPA issued a final rule removing the methane emissions fee regulations from the Code of Federal Regulations. While the EPA cannot reissue its rule implementing the methane emissions fee (either in substantially the same form or in a new rule), the underlying requirement in the IRA 2022 remains unchanged. In addition, in September 2025, the EPA proposed to amend the Greenhouse Gas Reporting Program to remove program obligations for most source categories, including the distribution segment of the petroleum and natural gas systems source category (subpart W — Petroleum and Natural Gas Systems), and suspend program obligations for the remaining subpart W segments until reporting year 2034. Further, in February 2026, the Trump administration finalized a rule repealing the EPA’s GHG “Endangerment Finding,” which served as the basis for the majority of the EPA’s GHG regulations, including under Subparts OOOOb and OOOOc. Litigation regarding the recission of the Endangerment Finding is ongoing. Consequently, future implementation and enforcement of these rules remains uncertain at this time.

Various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, climate “superfund” laws, reporting and tracking programs and restriction of GHG emissions. Although it is not possible at this time to predict how new laws or regulations that may be adopted or issued to address GHG emissions would impact USLG’s business or USLG’s customers’ operations, any such future laws, regulations or legal requirements imposing reporting or permitting obligations on, or limiting emissions of GHGs from, USLG’s or USLG’s customers’ equipment and operations could require USLG or its customers to incur costs to reduce emissions of GHGs associated with operations, as well as delay or restrict the ability to permit GHG emissions from new or modified sources. In addition, substantial limitations on GHG emissions could adversely affect demand for natural gas, oil and NGLs, which may also adversely affect USLG’s operations and financial results.

Furthermore, USLG and its customers have been and could be impacted in the future by the effects of weather volatility. Climate variability predictions have forecasted increases in the frequency and duration of droughts, extreme temperature variability, decreases in water supply and changes in water usage patterns, increases in the frequency and severity of extreme weather events (including storms, wildfires and other natural disasters) and the costs to reduce risks associated therewith and changes in meteorological and hydrological patterns, all of which could adversely impact USLG’s and USLG’s customers operations and involve various risks of physical damage. For example, in the winter of 2022, many oil and gas operators were impacted by abnormal winter conditions that temporarily adversely affected production. In addition, weather-related forced stoppages at processing, storage and pipeline facilities operated by USLG’s customers or counterparties with which USLG’s customers contract for services may also adversely affect USLG’s operations and financial results.

Increased attention to sustainability-related matters and conservation measures may impact USLG’s business or the business of USLG’s operators.

Increased attention to climate change, conflicting societal expectations on companies to address climate change and other environmental and social impacts, investor and societal expectations regarding voluntary sustainability disclosures and consumer demand for alternative forms of energy may result in increased costs, reduced demand for USLG’s and USLG’s customers’ products and services, reduced profits, increased investigations and litigation and

negative impacts on USLG’s or USLG’s customers’ suppliers and customers, which may ultimately have adverse impacts on USLG’s or USLG’s customers’ business, such as USLG’s and USLG’s customers’ access to the capital markets as well as the value of USLG’s Class A Shares. Increased attention to climate change and environmental conservation, for example, may result in demand shifts from oil and natural gas products and services to alternative forms of energy outside the scope of USLG’s customers’ businesses. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to USLG’s and USLG’s customers’ causation of, or contribution to, the asserted damage, or to other mitigating factors.

Some organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to sustainability concerns. Such ratings are used by some investors to inform their investment and voting decisions. While such ratings do not impact all investors’ investment or voting decisions, unfavorable ratings and any activism directed at shifting funding away from companies with traditional energy-related assets could lead to increased negative investor sentiment toward USLG, USLG’s customers and USLG’s industry as a whole and to the diversion of investment to other industries, which could have a negative impact on USLG’s access to, and costs of, capital. Also, institutional lenders may, of their own accord, decide not to provide funding for traditional energy companies based on climate change related concerns, which could affect USLG’s or USLG’s customers’ access to capital for operations. Additionally, insurers may decide to raise rates and/or cease insuring USLG or USLG’s customers based on climate change-related concerns.

Additionally, certain public statements with respect to sustainability matters, such as the environmental benefits of products and services, emissions reduction goals, other environmental targets, or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities, as well as other parties, related to the risk of potential “greenwashing,” in other words, misleading information or false claims overstating potential benefits. Any alleged claims of greenwashing against us or others in USLG’s industry may lead to further negative sentiment and diversion of investments.

Certain employment practices and social initiatives are the subject of scrutiny by both those advocating for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve. We cannot be certain of the impact of such regulatory, legal and other developments on USLG’s business. More recent political developments could mean that we face increasing criticism or litigation risks from certain anti-sustainability parties, including various governmental agencies. Consideration of sustainability-related factors in USLG’s decision-making could be subject to increasing scrutiny and objection from such anti-sustainability parties. As a result, we may face increased litigation risk from private parties and governmental authorities related to USLG’s sustainability-related efforts.

Current and future restrictions on USLG’s customers’ operations intended to protect certain species of wildlife may adversely affect their ability to expand certain existing operations and/or limit their ability to use USLG’s land, including the limitation of drilling activities, development of infrastructure and disposal operations.

In the United States, the Endangered Species Act (the “ESA”) and comparable state laws were established to protect endangered and threatened species. Pursuant to the ESA, if a species is listed as threatened or endangered, restrictions may be imposed on activities adversely affecting that species’ habitat. Protections against “take” are offered to certain migratory birds under the Migratory Bird Treaty Act (the “MBTA”). To the extent species that are listed or protected under the ESA or the MBTA, respectively, or similar state laws live, or critical habitat or similar habitat designations are established pursuant to the ESA or comparable state laws, in the areas where we own surface acreage and/or mineral and royalty interests and USLG’s customers operate, USLG’s customers’ abilities to conduct or expand operations could be limited, or USLG’s customers could be forced to incur material additional costs. For example, in May 2024, the U.S. Fish and Wildlife Service (“FWS”) issued a final rule listing the Dunes Sagebrush Lizard as endangered under the ESA. Blackbeard has specific land reserved for the Dunes Sagebrush Lizard, which is actively present on their acreage. In November 2022, the FWS formally listed two distinct population segments of the lesser prairie-chicken under the ESA. In November 2025, the FWS and the National Marine Fisheries Service (“NMFS”) proposed a series of rules revising the ESA regulations governing designating critical habitat, interagency cooperation, threatened species protections and critical habitat exclusions, some of which were vacated by the Northern District of California in litigation currently pending before the Ninth

Circuit Court of Appeals. In addition, in April 2025, the DOI reinstated a 2017 legal opinion that determined that the MBTA’s prohibitions on pursuing, hunting, taking, capturing and killing migratory birds does not apply to accidental or incidental taking or killing of migratory birds. Most recently, in July 2026, the FWS and NMFS issued a final rule rescinding the regulatory definition of “harm” to species under the ESA.

The identification or designation of previously unprotected species, such as the Dunes Sagebrush Lizard and lesser prairie chicken, as threatened or endangered, or the redesignation of a species from threatened to endangered, in areas on or around USLG’s land and/or mineral and royalty interests could cause USLG’s customers’ operations to become subject to operating restrictions or bans, including restrictions of future development activities in the subject areas, or cause USLG’s customers to incur additional costs associated with their operations on USLG’s surface acreage or with respect to USLG’s mineral and royalty interests, which could have a material adverse effect on USLG’s results of operations, cash flows and financial position.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Registration Statement contains certain “forward-looking statements.” All statements, other than statements of historical fact, included in this Registration Statement regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Registration Statement on Form S-1, the words “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could” and similar expressions and the negative of such words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Such statements may be influenced by factors that could cause actual outcomes and results to differ materially from those projected. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in this Registration Statement.

Forward-looking statements contained in this Registration Statement include, but are not limited to, statements about:

•        the Trust’s, USLG’s and New PBT’s ability to consummate the Business Combination, the Rights Offering, the Blackbeard and Greybeard Subscription and the Backstop Commitment, and the use of expected proceeds therefrom;

•        the timing of the consummation of the Business Combination, the Rights Offering, the Blackbeard and Greybeard Subscription and the Backstop Commitment;

•        estimates of USLG’s and New PBT’s outlook on oil and natural gas prices;

•        USLG’s and New PBT’s future financial condition and results of operations, liquidity and cash flows after the Business Combination;

•        USLG’s and New PBT’s future business strategy and other plans and objectives for future operations, including, but not limited to, New PBT’s and USLG’s ability to acquire additional surface acreage and royalty interests, and risks associated thereto;

•        USLG’s and New PBT’s competitive position;

•        the operations and future development of, or on, the properties underlying USLG’s mineral and royalty interests, and related capital expenditures;

•        New PBT’s ability to access the capital markets to fund capital and other expenditures;

•        risks associated with New PBT’s reliance on Blackbeard for certain managerial and other functions pursuant to the Master Services Agreement;

•        New PBT’s payment of dividends on New PBT Common Stock;

•        USLG’s and New PBT’s assessment of their counterparty risk and the ability of their operators, customers and other counterparties to perform their future obligations;

•        the impact of federal, state and local political, regulatory, tax and environmental developments in the United States where USLG and New PBT conduct business operations;

•        the ability of New PBT to integrate the operations of the Trust and USLG and achieve or realize any anticipated benefits and expected synergies of the Business Combination;

•        the expected transfer of all of the assets and liabilities of the Trust into New PBT and the liquidation of the Trust thereafter;

•        the effects of USLG’s customers on its long term financial performance;

COMPARATIVE PER SHARE MARKET PRICE INFORMATION AND DIVIDEND INFORMATION
AND RELATED UNITHOLDER MATTERS

New PBT

None of New PBT’s shares are currently listed or traded publicly. New PBT is a privately held company formed solely for its role in the Business Combination, the Rights Offering and the Blackbeard and Greybeard Subscription and there is no established public trading market for its securities.

New PBT had 100 issued and outstanding shares of its common stock, par value $0.01 per share, as of June 18, 2026.

If the Business Combination is completed, we expect to seek to pay dividends on our Class A Shares in amounts determined from time to time by our board of directors.

While we expect to seek to pay dividends, we have not adopted a formal written dividend policy to pay any particular amount of dividends based on the achievement of, or derivable from, any specific financial metrics. Furthermore, we are not contractually obligated to pay any dividends and do not have any required minimum dividend amount, and we anticipate the revolving credit facility will contain certain financial tests and covenants that we would have to satisfy in order to have the ability to pay dividends. If our board of directors determines to pay dividends in the future, the amount of such dividends may vary from quarter to quarter and may be significantly reduced or eliminated entirely. The actual amount of any dividends we pay may fluctuate depending on our cash flow needs, which may be impacted by the availability of financing alternatives, the need to service any future indebtedness or other liquidity needs, potential acquisition opportunities and general industry and business conditions. We cannot provide any assurance that we will pay dividends in the future. The declaration and payment of any dividends by us will be at the sole discretion of our board of directors, which may change any future dividend policy or discontinue payment of dividends at any time. Our board of directors will take into account:

•        general economic and business conditions;

•        our financial condition and results of operations;

•        our cash flows from operations and current and anticipated cash needs;

•        our capital requirements, including potential acquisition opportunities;

•        legal, tax, regulatory and contractual (including under our current and future financing arrangements) restrictions and implications on the payment of dividends by us to our shareholders or the payment of distributions by our subsidiaries to us; and

•        such other factors as our board of directors may deem relevant.

We will be a holding company and will have no material assets other than OpCo units. As a consequence, our ability to declare and pay dividends to the holders of our Class A Shares will be subject to the ability of our subsidiaries to make distributions to OpCo and of OpCo to make distributions to us. The ability of our subsidiaries to make distributions to OpCo will depend upon the amount of cash they generate from their businesses, the cash flow needs of our subsidiaries and the restrictions contained in our current and any future financing arrangements or any other arrangement, as well as such subsidiaries’ governing documents. For more information see “Risk Factors — Risks Relating to New PBT — New PBT will be a holding company. New PBT’s sole material asset will be its equity interest in OpCo, and New PBT will accordingly be dependent upon distributions from OpCo to pay taxes, cover its corporate and other overhead expenses and any tax liabilities of New PBT and New PBT Sub that are attributable to any taxable period (or portion thereof) ending on or prior to the Blackbeard Contribution Closing Date, and pay any dividends on New PBT Common Stock.”

If OpCo makes such distributions, holders of OpCo units will generally be entitled to receive equivalent distributions from OpCo on a pro rata basis. However, because we must pay taxes, amounts ultimately paid as dividends to holders of our Class A Shares are expected to be less on a per share basis than the amounts distributed by OpCo to the holders of OpCo units on a per-unit basis.

USLG Legacy

None of USLG Legacy’s securities are listed or traded publicly. USLG Legacy is a privately held company and there is no established public trading market for its securities.

The Trust

Market Information

The Trust Units trade on the NYSE under the ticker symbol “PBT.” As of the Record Date, there were 46,608,796 Trust Units outstanding. The total number of Unitholders as of the Record Date will be approximately        .

Distributions

The Trustee makes monthly cash distributions of substantially all of its cash receipts, after deducting amounts for the Trust’s liabilities, and cash reserves withheld by the Trustee, on or about the 10th business day following the completion of each month. Each distribution covers production for a one-month period. The amount of Trust revenues and cash distributions to Unitholders depends on:

•        oil, natural gas and NGL prices received;

•        volume of oil, natural gas and NGL produced and sold;

•        production costs deducted in the calculation of net proceeds of the Trust; and

•        the Trust’s general and administrative expenses and the amount of any cash reserve.

The amount of the monthly distributions fluctuate from month to month, depending on the factors discussed above. There is no minimum required distribution.

Beginning in May 2024, proceeds from Blackbeard have been received by the Trustee generally in the second month after production after the deadline to notify the NYSE of the current month distribution has passed. These funds are held for future distribution in the third month’s distribution calculation and distributed in the fourth month such that reporting and distribution of funds are one month in arrears. The identity of Unitholders entitled to a distribution is generally determined as of the last business day of each calendar month (the “monthly record date”). The amount of each monthly distribution is generally determined and announced ten days before the monthly record date. Unitholders of record as of the monthly record date are entitled to receive the calculated monthly distribution amount for each month on or before ten business days after the monthly record date. The aggregate monthly distribution amount is the excess of (i) net revenues from the Trust properties, plus any decrease in cash reserves previously established for contingent liabilities and any other cash receipts of the Trust over (ii) the expenses and payments of liabilities of the Trust plus any net increase in cash reserves for contingent liabilities.

The cash received by the Trustee consists of the amounts received by owners of the interest burdened by the Royalties from the sale of production less the sum of applicable taxes, accrued production costs, development and drilling costs, operating charges and other costs and deductions, multiplied by 75% in the case of the Waddell Ranch properties and 95% in the case of the Texas Royalty properties.

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of Class A Shares offered in the Rights Offering and pursuant to the Blackbeard and Greybeard Subscription and the Backstop Commitment described herein, after deducting estimated fees and offering expenses, will be approximately $118.0 million.

We intend to use the net proceeds from the Rights Offering for general corporate purposes, including payment of fees relating to the Business Combination, and the repayment of indebtedness related to the assets to be transferred to New PBT as part of the Business Combination if the Business Combination is consummated.

The indebtedness to be repaid consists of $102.0 million of borrowings by New PBT Predecessor under a secured revolving credit facility entered into on June 1, 2026 that bears interest at a rate of 6.12% per annum and matures on May 30, 2031. These borrowings were incurred in part to repay $17.1 million of indebtedness previously outstanding under a term loan facility entered into on May 30, 2025 that bore interest at a rate of 6.5% and was set to mature on May 30, 2030.

In connection with closing of the Business Combination, it is expected that, if the required lender consents are obtained, the secured revolving credit facility will be amended (or replaced) to provide that a subsidiary of New PBT will be the new borrower thereunder. However, no guarantee can be made as to whether such consents will be obtained. If such consents are not obtained, the indebtedness outstanding under the secured revolving credit facility will instead be paid off in full at the closing of the Business Combination pursuant to one or more payoff letters.

Our management will have broad discretion in the application of the net proceeds from the Rights Offering, and investors will be relying on the judgment of our management with regard to the use of these net proceeds. Until we use the net proceeds of the Rights Offering, we intend to invest the funds in short-term, investment grade, interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On July 28, 2026, NewCo Parties, Blackbeard Holdings, Blackbeard Security and Greybeard Energy entered into the Combination Agreement. NewCo Parties were all newly formed to be wholly owned subsidiaries of Trust to facilitate the Transactions. Upon the consummation of the Combination Agreement, New PBT will become the new registrant.

The following unaudited pro forma condensed combined financial information and the accompanying notes (the “Pro Forma Financial Information”) are presented to illustrate the estimated effects of the Transactions as further described below.

Pro Forma Financial Information reflects the following transactions that are expected to occur in accordance with the Combination Agreement:

•        Transfers of Interests and Operations — In accordance with the Combination Agreement, each of Trust, Blackbeard Holdings and Greybeard Energy will transfer certain interests and operations to New PBT:

—     The Trust’s 75% net overriding royalty interest in the Waddell Ranch properties (the “Waddell Ranch Properties”) will effectively be converted into a cost-free 15% effective royalty interest in the Waddell Ranch Properties in West Texas which will be transferred to New PBT. Additionally, the Trust’s 95% net overriding royalty interest carved out of certain producing royalty properties in Texas (the “Texas Royalty Properties”) will be transferred to New PBT. The assets, liabilities and interests owned by Trust that will be transferred to New PBT in connection with the Closing are defined as the “Trust Contribution.”

—     Blackbeard Holdings will transfer certain hydrocarbon mineral interests, fee mineral interests, royalty interests, surface rights, leases, servitudes and related contracts related to its operations in the Permian Basin in West Texas. The assets, liabilities and interests owned by Blackbeard Holdings that will be transferred to New PBT at Closing are defined as “PBT Land and Minerals, Inc. Predecessor” or “New PBT Predecessor.”

—     Greybeard Energy will transfer the Greybeard Assets to New PBT at Closing which are also defined as the “Greybeard Mineral and Royalty Interests.”

•        Legal Entity Structuring — The following legal entity structuring and equity issuance/exchange transactions will occur to facilitate the Transactions:

—     As a result of the Transactions, (i) the Trust will terminate and Unitholders will receive one Class A Share of New PBT, which has both voting and economic rights with respect to New PBT, for each Trust Unit they own and (ii) the Trust’s 75% net overriding royalty interest in the Waddell Ranch Properties will effectively be converted into a cost-free 15% effective royalty interest owned by New PBT that eliminates cost exposure associated with the development and production of its oil and gas assets and is expected to generate more predictable and consistent cash flow for Unitholders going forward as investors in New PBT, and (iii) the Trust’s interest in the Waddell Ranch Properties, which currently underlies the NPI structure, will be transferred to Blackbeard Operating through the Unburdened Mineral Interest Lease, resulting in Blackbeard Operating assuming all operating costs and capital obligations associated with the interest while New PBT retains the cost-free royalty interest described above.

—     Following Closing, New PBT will be organized in a structure that is commonly referred to as an “Up-C” structure, which is often used by public companies involving partnerships and limited liability companies. New PBT will be a holding company, the sole material assets of which will consist of units of OpCo, an operating subsidiary. New PBT will be the sole managing member of OpCo, will be responsible for all operational, management and administrative decisions relating to OpCo’s business and will consolidate the financial results of OpCo and its subsidiaries.

•        New PBT Credit Facility — In connection with Closing, the JPM Revolving Credit Facility will be amended to provide for PBT FinCo, as the new borrower there under (the “New PBT Credit Facility”). The New PBT Credit Facility will provide for an aggregate revolving commitment amount of $500.0 million. See Note 4 — Other Adjustments.

The Pro Forma Financial Information also reflects the impact of the following transactions that have been completed since January 1, 2025 or are occurring or probable to occur but have not been included in the results of operations for the entire periods presented for the pro forma condensed combined statements of operations or in the pro forma condensed combined balance sheet (collectively, “Other Transactions”):

•        JPM Revolving Credit Facility — On June 1, 2026, New PBT Predecessor entered into a secured revolving credit agreement with JP Morgan Chase Bank as the administrative agent and issuing bank (“JPM Revolving Credit Facility”). The credit agreement provides for a revolving credit facility in the maximum aggregate revolving commitment amount of $250.0 million. The revolving credit facility matures on May 30, 2031. See Note 6 — New PBT Predecessor As Adjusted.

•        Hilcorp Acquisition — On May 30, 2025, New PBT Predecessor completed an acquisition of certain mineral and royalty interests, as well as certain surface acreage, located in the Permian Basin primarily in Crane County, Texas from Hilcorp Permian CT TXNM, LLC. See Note 6 — New PBT Predecessor As Adjusted.

The Pro Forma Financial Information has been prepared under the following assumptions:

•        The unaudited pro forma condensed combined balance sheet as of March 31, 2026 assumes that the Transactions contemplated by the Combination Agreement and Other Transactions had occurred on March 31, 2026.

•        The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 assumes that the Transactions contemplated by the Combination Agreement and Other Transactions occurred on January 1, 2025, the beginning of the earliest period presented.

The Pro Forma Financial Information is for informational purposes only and is not indicative of what the actual results of operations and balance sheet would have been had the Transactions contemplated by the Combination Agreement and Other Transactions taken place on the dates indicated, nor are they indicative of future consolidated results of operations or balance sheet. The Pro Forma Financial Information is based on the information available to management at the time of preparation and assumptions that management believes are reasonable and supportable. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. It is likely that the actual adjustments upon the finalization of the asset acquisition accounting will differ from the pro forma adjustments, and it is possible the differences may be material.

The Pro Forma Financial Information has been compiled using, and should be read in conjunction with the following:

•        The unaudited condensed interim financial statements and notes of Trust as of and for the three months ended March 31, 2026 included in the Form 10-Q filed with the SEC on May 14, 2026, which are included in this prospectus.

•        The audited financial statements and notes of the Trust as of and for the year ended December 31, 2025 included in the Form 10-K/A filed with the SEC on July 14, 2026, which are included in this prospectus.

•        The unaudited condensed combined interim financial statements and notes of PBT Land and Minerals, Inc. Predecessor as of and for the three months ended March 31, 2026, representing New PBT Predecessor, included elsewhere in this prospectus.

•        The audited combined financial statements and notes of PBT Land and Minerals, Inc. Predecessor as of and for the year ended December 31, 2025, representing New PBT Predecessor, included elsewhere in this prospectus.

•        The unaudited interim Statements of Revenue and Direct Operating Expenses of Greybeard Mineral and Royalty Interests for the three months ended March 31, 2026, representing the Greybeard Assets, included elsewhere in this prospectus.

•        The audited Statements of Revenue and Direct Operating Expenses of the Greybeard Mineral and Royalty Interests for the year ended December 31, 2025, representing the Greybeard Assets, included elsewhere in this prospectus.

•        The unaudited interim Statements of Revenue and Direct Operating Expenses of Hilcorp Mineral and Royalty Interests as of and for the three months ended March 31, 2025, representing Hilcorp Acquisition, included elsewhere in this prospectus.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2026

(in thousands)

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Operations
Three months ended March 31, 2026
(in thousands, except per share information)