DyTb, LLC (TMRC) ends legacy S-1 resale, deregisters remaining shares after merger

Rhea-AI Filing Summary

DyTb, LLC, as successor to Texas Mineral Resources Corp., filed Post-Effective Amendment No. 3 to its Second Registration Statement on Form S-1. The original Second Registration Statement, declared effective on August 8, 2011, registered the resale of up to 6,240,000 shares of common stock and up to 7,432,000 shares issuable upon exercise of warrants by selling stockholders on a continuous basis.

Following the consummation of a series of mergers on August 7, 2026, in which Texas Mineral Resources Corp. became a wholly owned subsidiary of USA Rare Earth, Inc. and was then merged into DyTb, LLC, the company terminated all offerings under the Second Registration Statement. In accordance with its prior undertaking, this amendment deregisters all securities that remained unsold or unissued under that registration and terminates the effectiveness of the Second Registration Statement.

Key Figures

First Registration Statement shares: 8,908,125 shares of common stock Second Registration Statement resale shares: 6,240,000 shares of common stock Warrant shares under Second Registration Statement: 7,432,000 shares of common stock issuable upon exercise of warrants +3 more

6 metrics

First Registration Statement shares 8,908,125 shares of common stock Registered by the First Registration Statement on Form S-1 for continuous offering under Rule 415(a)(1)(x)

Second Registration Statement resale shares 6,240,000 shares of common stock Originally registered for resale by selling stockholders under the Second Registration Statement

Warrant shares under Second Registration Statement 7,432,000 shares of common stock issuable upon exercise of warrants Originally registered for resale upon warrant exercise under the Second Registration Statement

First Registration Statement file number 333-172116 File number of the First Registration Statement on Form S-1, effective June 27, 2011

Second Registration Statement file number 333-175773 File number of the Second Registration Statement on Form S-1, effective August 8, 2011

Merger completion date August 7, 2026 Date on which the mergers involving Texas Mineral Resources Corp., USA Rare Earth, Inc., and DyTb, LLC were consummated

Key Terms

Post-Effective Amendment, Rule 415(a)(1)(x), Rule 415(a)(5), successor in interest, +1 more

5 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 3 is being filed to deregister all of the unsold securities"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Rule 415(a)(1)(x) regulatory

"to be offered on a continuous basis by Texas Rare Earth Resources Corp. pursuant to Rule 415(a)(1)(x)"

Rule 415(a)(5) regulatory

"has expired pursuant to Rule 415(a)(5) as more than three years have elapsed"

successor in interest regulatory

"DyTb, LLC, a Delaware limited liability company, as successor in interest to Texas Mineral Resources Corp."

Agreement and Plan of Merger financial

"pursuant to the previously announced Agreement and Plan of Merger, dated as of March 4, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

What does DyTb, LLC (TMRC) do in this Post-Effective Amendment No. 3?

DyTb, LLC files Post-Effective Amendment No. 3 to its Second Registration Statement to deregister all unsold or unissued securities and terminate that registration’s effectiveness following completion of merger transactions.

How many shares were originally covered by the Second Registration Statement for TMRC?

The Second Registration Statement originally registered the resale of up to 6,240,000 shares of common stock and up to 7,432,000 shares issuable upon exercise of warrants by selling stockholders on a continuous basis.

Why is DyTb, LLC (TMRC) deregistering securities from the Second Registration Statement?

After a series of mergers completed on August 7, 2026, DyTb, LLC, as successor to Texas Mineral Resources Corp., terminated all offerings under the Second Registration Statement and is now formally removing remaining unsold securities from registration.

What mergers led to DyTb, LLC becoming successor to Texas Mineral Resources Corp. (TMRC)?

Under a March 4, 2026 Agreement and Plan of Merger, Hamer Merger Sub, Inc. first merged into TMRC, and TMRC then merged into DyTb, LLC, leaving DyTb, LLC as a wholly owned subsidiary of USA Rare Earth, Inc. and successor in interest to TMRC.

Is DyTb, LLC registering any new securities in this TMRC-related filing?

No. This Post-Effective Amendment No. 3 does not register new securities; it solely deregisters securities that remained unsold or unissued under the existing Second Registration Statement and terminates that registration.

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Available on EDGAR 08/14/2026 - 08:23 AM Accepted by SEC EDGAR 08/14/2026 - 08:22 AM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on August 14, 2026

Registration No. 333-175773

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3

TO

FORM S-1 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

DyTb, LLC

(Exact name of registrant as specified in its charter)

Delaware		87-0294969
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 W. Airport Road

Stillwater, OK 74075

(Address of Principal Executive Offices)

Valerie Ford Jacob
Chief Legal Officer, USA Rare Earth, Inc.
100 W Airport Road,
Stillwater, OK 74075
(813) 867-6155

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

With a copy to:

Joel Rubinstein, Esq.

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Tel: (212) 819-8200

Approximate date of commencement of proposed sale to the public: Not Applicable. This Post-Effective Amendment No. 3 is being filed to deregister all of the unsold securities previously registered under the Second Registration Statement (as defined below).

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, 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

On February 8, 2011, Texas Rare Earth Resources Corp. (subsequently renamed Texas Mineral Resources Corp. and now known as DyTb, LLC) filed a Registration Statement on Form S-1 (File No. 333-172116) with the U.S. Securities and Exchange Commission (the “Commission”), which was amended on April 19, 2011, May 25, 2011 and June 21, 2011 and declared effective by the Commission on June 27, 2011 (the “First Registration Statement”), registering up to 8,908,125 shares of common stock to be offered on a continuous basis by Texas Rare Earth Resources Corp. pursuant to Rule 415(a)(1)(x) under the Securities Act of 1933, as amended (the “Securities Act”). Additionally, on July 25, 2011, Texas Rare Earth Resources Corp. filed a Registration Statement on Form S-1 (File No. 333-175773) with the Commission, which was declared effective on August 8, 2011 (the “Second Registration Statement”), registering the resale of up to (i) 6,240,000 shares of common stock and (ii) up to 7,432,000 shares of common stock issuable upon the exercise of warrants, in each case, by the selling stockholders named therein on a continuous basis pursuant to Rule 415(a)(1)(i) under the Securities Act. Thereafter, on November 29, 2012, Texas Rare Earth Resources Corp. filed Post-Effective Amendment No. 1 to both the First Registration Statement and the Second Registration Statement with a combined prospectus pursuant to Rule 429 under the Securities Act, and then, on December 19, 2012, filed Post-Effective Amendment No. 2 to both the First Registration Statement and the Second Registration Statement with a combined prospectus pursuant to Rule 429 under the Securities Act (“Post-Effective Amendment No. 2”). Post-Effective Amendment No. 2 was declared effective by the Commission on December 21, 2012 under the file number for the First Registration Statement (333-172116).

The offering of securities on Post-Effective Amendment No. 2 as it related to the First Registration Statement has expired pursuant to Rule 415(a)(5) as more than three years have elapsed since the initial effective date of the First Registration Statement.

The offering of securities on Post-Effective Amendment No. 2 as it relates to the Second Registration Statement is not subject to Rule 415(a)(5).

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DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 3 (this “Amendment”) to the Second Registration Statement is being filed by DyTb, LLC, a Delaware limited liability company (the “Company”), as successor in interest to Texas Mineral Resources Corp. (formerly known as Texas Rare Earth Resources Corp.), the registrant that originally filed the Second Registration Statement.

On August 7, 2026, pursuant to the previously announced Agreement and Plan of Merger, dated as of March 4, 2026, by and among Texas Mineral Resources Corp. (“TMRC”), USA Rare Earth, Inc., a Delaware corporation (“USAR”), Hamer Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of USAR (“First Merger Sub”), and the Company (f/k/a Hamer Merger Sub, LLC), a Delaware limited liability company and a wholly-owned subsidiary of USAR, First Merger Sub merged with and into TMRC, with TMRC surviving as a wholly-owned subsidiary of USAR, and promptly thereafter, TMRC merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of USAR (collectively, the “Mergers”).

As a result of the consummation of the Mergers, the Company, as successor in interest to TMRC, has terminated all offerings of securities pursuant to the Second Registration Statement. In accordance with an undertaking made by TMRC in the Second Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold or unissued at the termination of the offering, the Company hereby removes and withdraws from registration all of such securities registered pursuant to the Second Registration Statement that remain unsold or otherwise unissued as of the date hereof. The Second Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of such Second Registration Statement.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 3 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma, State of Oklahoma on August 14, 2026.

	DYTB, LLC
	By:	/s/ Valerie Ford Jacob
		Valerie Ford Jacob
		President, Treasurer and Secretary

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.

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