SEC Form POSASR filed by Viper Energy Inc.

As filed with the U.S. Securities and Exchange Commission on August 19, 2025

Registration No. 333-286315

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT

TO FORM S-3

REGISTRATION STATEMENT NO. 333-286315

UNDER

THE SECURITIES ACT OF 1933

 

 

VNOM Sub, Inc.

(f/k/a Viper Energy, Inc.)

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		46-5001985
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

500 West Texas Ave., Suite 100

Midland, Texas 79701

(432) 221-7400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Teresa L. Dick

Executive Vice President, Chief Financial Officer and Assistant Secretary

500 West Texas Ave., Suite 100

Midland, Texas 79701

(432) 221-7400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Steven R. Green

Wachtell, Lipton Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

 

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-286315) filed by VNOM Sub, Inc. (f/k/a Viper Energy, Inc.), a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission on April 1, 2025 (the “Registration Statement”), registering (i) up to 10,093,670 shares of the Company’s Class A common stock, par value $0.000001 per share (“Class A common stock”), to be received by Tumbleweed Royalty IV, LLC (“TWR IV”) upon exercise by TWR IV of certain exchange rights with respect to up to 10,093,670 units representing limited liability company interests (“OpCo Units”) in the Company’s operating subsidiary Viper Energy Partners LLC (“Viper OpCo”) and, if applicable, the option to acquire the same number of shares of the Company’s Class B common stock, par value $0.000001 per share (“Class B common stock”), and (ii) up to 2,400,297 shares of Class A common stock to be received by certain affiliate designees of Morita Ranches Minerals, LLC upon exercise of certain exchange rights by such designees with respect to up to 2,400,297 OpCo Units together with the same number of shares of Class B common stock.

On August 19, 2025 (the “Closing Date”), the transactions contemplated by that certain Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated June 2, 2025, by and among the Company, Sitio Royalties Operating Partnership, LP, Sitio Royalties Corp., Viper Opco, New Cobra Pubco, Inc. (“New Viper”), Cobra Merger Sub, Inc., and Scorpion Merger Sub, Inc. were consummated. On the Closing Date, the Company became a direct wholly owned subsidiary of New Viper, a new holding company that was subsequently renamed “Viper Energy, Inc.”

As a result of the completion of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offerings, the Company hereby removes from registration by means of this Post-Effective Amendment all such securities registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of the Registration Statement.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Midland, Texas on the 19th day of August, 2025.

 

Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-3 in reliance on Rule 478 under the Securities Act of 1933, as amended.

 

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