As filed with the Securities and Exchange Commission on September 26, 2018July 15, 2022

Registration Statement No. 333-227250

333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 toForm S-3

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Falcon Minerals CorporationSitio Royalties Corp.

(Exact name of registrant as specified in its charter)

1401 Lawrence Street, Suite 1750

1845 Walnut Street, 10th FloorDenver, Colorado 80202

(720) Philadelphia, PA 19103640-7620

(215) 832-4161

(Address, Including Zip Codeincluding zip code, and Telephone Number, Including Area Code,telephone number, including area code, of Registrant’s Principal Executive Offices)principal executive offices)

Daniel C. HerzChristopher Conoscenti

Chief Executive Officer and Director

1845 Walnut1401 Lawrence Street, 10^th FloorSuite 1750

Philadelphia, PA 19103Denver, Colorado 80202

(720) (215) 832-4161640-7620

(Name, Address, Including Zip Codeaddress, including zip code, and Telephone Number, Including Area Code,telephone number, including area code, of Agentagent for Service)service)

With a CopyCopies to:

Scott D. Rubinsky

Raleigh J. Wolfe

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

(713) 758-2222

Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this registration statement.

Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.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.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 Securities Exchange Act of 1934, as amended.Act.

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.  ☐

CALCULATION OF REGISTRATION FEE

The information in this prospectus is not complete and may be changed. We and the selling security holdersThese securities may not sell these securitiesbe 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 is not soliciting an offer to buy these securities in any jurisdiction where thesuch offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 26, 2018JULY 15, 2022

PRELIMINARY PROSPECTUS

Falcon Minerals CorporationSitio Royalties Corp.

70,478,065 Shares

Class A Common Stock

Preferred Stock

New Warrants

21,250,000 Shares of Class A Common Stock Issuable Upon Existing WarrantsOffered by the Selling Stockholders

This prospectus relates to the issuanceoffer and sale, from time to time, in one or more offerings, by Falcon Minerals Corporation (formerly known as “Osprey Energy Acquisition Corp.”) (the “Company,” “we,” “our” or “us”)the selling stockholders named herein of (i) sharesup to 70,478,065 in the aggregate of Class A common stock, par value $0.0001 per share, of Sitio Royalties Corp. (“Class A common stock”) and warrants foridentified above. This prospectus provides you with a general description of the purchaseClass A common stock. We will not receive any proceeds from the sale of our Class A common stock or preferred stock or a combinationby the selling stockholders.

Each time any of the foregoing (“New Warrants”)selling stockholders offer and sell shares of our Class A common stock, such selling stockholder may provide one or more prospectus supplements to this prospectus that contains specific information about the offering and the selling stockholders, as well as the amounts, prices and terms of the Class A common stock. Any prospectus supplement may be offeredalso add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our Class A common stock. You should also read the documents we have referred you to in the “Where You Can Find More Information” section of this prospectus for information about us, including our financial statements.

The selling stockholders may offer and sell shares of our Class A common stock from time to time, together or separately, to or through one or more underwriters, dealers or agents, or directly to investors, on a continuous or delayed basis, in amounts, at prices and on terms to be determined by market conditions and other factors at the time of the offering, (ii) up to 7,500,000 sharesoffering. If any underwriters, dealers or agents are involved in the sale of any of the Class A common stock, upon the exercise of warrants (the “Private Placement Warrants”) initially purchasedtheir names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the Company by Osprey Sponsor, LLC (the “Sponsor”)information set forth, in a private placement that closed simultaneously withany applicable prospectus supplement. See the Closingsections of our initial public offering on July 26, 2017this prospectus entitled “About this Prospectus” and (iii) up to 13,750,000 shares“Plan of Distribution” for more information. No Class A common stock uponmay be sold without delivery of this prospectus and any applicable prospectus supplement describing the exercise of warrants sold as partmethod and terms of the units inoffering of such Class A common stock.

We are registering these 70,478,065 shares of our initial public offering (the “Public Warrants” and together with the Private Placement Warrants, the “Existing Warrants”). Each Existing Warrant entitles the holder to purchase upon exercise one share of Class A common stock at an exercise price of $11.50 per share. We will receive the proceeds from the exercise of the Private Placement Warrants and the Public Warrants, but not from thefor sale of the underlying shares of Class A common stock.

This prospectus also relates to the resale by the selling security holders namedstockholders pursuant to a Registration Rights Agreement, dated as of January 11, 2022, by and among us and the other parties thereto, which we entered into in this prospectus or their permitted transfereesconnection with the Merger (as defined below). All of up to 7,500,000 Private Placement Warrants and up to 78,355,000 shares of Class A common stock. Thethe shares of Class A common stock being offered by the selling security holders consistregistered hereby are shares of (i) 6,875,000 shares ofour Class A common stock issuedissuable upon the automatic conversionredemption of the shares of Class B common stock par value $0.0001 per shareunits representing limited partnership interests (the “Class B common stock”“OpCo Units”), into an equivalent number of shares of Class A common stock on August 23, 2018 in connection with the consummation of our initial business combination on August 23, 2018 (the “Business Combination”), (ii) 11,480,000 shares of Class A common stock issued to qualified buyers and accredited investors in a private placement (the “PIPE Investment”) that closed simultaneously with the completion of our Business Combination, (iii) 40,000,000 shares of Class A common stock that have been or may be issued from time to time to limited partners of Falcon MineralsSitio Royalties Operating Partnership, LP, a Delaware limited partnership (“Falcon Opco”OpCo”) upon redemption or exchange, together with the cancellation of an equal number of units representing limited partnership interests in Falcon Opco (“Common Units”) together with a corresponding numbershares of shares ofour Class C common stock, par value $0.0001 per share (the “Class C common stock”).

Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “STR”. On July 14, 2022, the last reported sale price of our Class A common stock on the NYSE was $24.85 per share.

Investing in our securities involves risks. See “Risk Factors” on page 8 of this prospectus and (iv)any similar section contained in any applicable prospectus supplement concerning factors you should consider before investing in our securities.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of our securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2022.

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In making your investment decision, you should rely only on the information contained in this prospectus and any prospectus supplement or free writing prospectus prepared by us or on behalf of us or the information to which we have referred you or incorporated by reference into this prospectus. You should review carefully all of the detailed information appearing in this prospectus, any prospectus supplement, any free writing prospectus and the documents we have incorporated by reference before making any investment decision. Neither we nor the selling stockholders have authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. The information in this prospectus is not complete. Subject to our obligation to amend or supplement this prospectus as required by law and the rules and regulations of the SEC, the information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Class A common stock. You should not assume that the information contained in the documents incorporated by reference into this prospectus is accurate as of any date other than the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus incorporates by reference, and any applicable prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any applicable prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or are incorporated by reference as exhibits to the

i

registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

ii

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC, using a “shelf” registration process. By using a shelf registration statement, the selling stockholders named in this prospectus may sell up to 20,000,000 shares of70,478,065 shares of Class A common stock that that may be issued from time to time to limited partners of Falcon Opco upon redemptionin one or exchange of an equal number of Common Units together with a corresponding number of shares of Class C common stock, if earn-out consideration is issued pursuant to that certain Contribution Agreement (the “Contribution Agreement”) dated June 3, 2018 bymore offerings as described in this prospectus. This prospectus generally describes Sitio Royalties Corp. and among the Company, Royal Resources L.P. (“Royal”), Royal Resources GP L.L.C., Noble Royalties Acquisition Co., LP, (“NRAC”), Hooks Ranch Holdings LP (“Hooks Holdings”), DGK ORRI Holdings, LP (“DGK”), DGK ORRI GP LLC (“DGK GP”), Hooks Holding Company GP, LLC (“Hooks GP,” and collectively with NRAC, Hooks Holdings, DGK and DGK GP, the “Contributors”).

The selling security holders may offer, sell or distribute Private Placement Warrants or shares ofits Class A common stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any ofthat the proceeds from the sale of Private Placement Warrants or the shares ofselling stockholders may offer and sell.

Each time that a selling stockholder offers and sells Class A common stock, owned by thesuch selling security holders. We will bear all costs, expenses and fees in connection with the registration of these Private Placement Warrants and shares of Class A common stock, including with regard to compliance with state securitiesstockholder may provide one or “blue sky” laws. The selling security holders will bear all commissions and discounts, if any, attributable to their sale of the Private Placement Warrants and shares of Class A common stock. The shares of Class A common stock received and held by our Sponsor or its permitted transferees upon the conversion of the shares of Class B common stock in connection with the Business Combination may not be transferred, assigned or sold until the earlier of (a) August 23, 2019 and (b) the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing on or after January 20, 2019 (subject to certain exceptions). The Private Placement Warrants and any shares of Class A common stock issued upon conversion or exercise thereof may not be transferred, assigned or sold until September 22, 2018 (subject to certain exceptions), and will not be redeemable by the Company so long as they are held by our Sponsor or its permitted transferees. On September 17, 2018, the Sponsor completed the distribution of all of the shares of Class A common stock received by it upon the conversion of the shares of Class B common stock to the holders of its equity interests, which are named as selling security holders in this prospectus.

The securities offered pursuantmore prospectus supplements to this prospectus are collectively referred to in this prospectus as the “securities.” This prospectus provides you with a general description of these securities and the general manner in which we or the selling security holders will offer the securities. When securities are offered, we or the selling security holders, as applicable, may provide a prospectus supplement, to the extent appropriate, that will contain specific information about the Class A common stock being offered and sold and the specific terms of that offering. TheWe may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Any prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. We provide moreprospectus with respect to that offering. If there is any inconsistency between the information about how wein this prospectus and any applicable prospectus supplement or free writing prospectus, you should rely on the selling security holders may sell the securities in the section entitled “Plan of Distribution” beginning on page 19.

Ourprospectus supplement or free writing prospectus, as applicable. Before purchasing any Class A common stock, and Existing Warrants are traded on The NASDAQ Capital Market (“NASDAQ”) under the symbols “FLMN” and “FLMNW,” respectively. The closing price for our Class A common stock and Existing Warrants on September 25, 2018, was $11.25 per share and $1.65 per Warrant, as reported on NASDAQ. As of September 25, 2018, we had 45,855,000 shares of Class A common stock issued and outstanding and 21,250,000 warrants to purchase one share of Class A common stock outstanding.

Investing in our securities involves risks. See “Risk Factors” beginning on page 6 and “Risk Factors” in the documents incorporated by reference herein.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public company reporting requirements. See “Risk Factors.”

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 date of this prospectus is                  , 2018.

TABLE OF CONTENTS

Neither we nor the selling security holders have authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the selling security holders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. The information contained or incorporated by reference in this prospectus is current only as of its date.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we and the selling security holders may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings. This prospectus generally describes Falcon Minerals Corporation and our securities. We may use the shelf registration statement to sell shares of Class A common stock, shares of preferred stock and New Warrants and up to an aggregate of 21,250,000 shares of our Class A common stock underlying the Existing Warrants, and the selling security holders may use the shelf registration statement to sell up to an aggregate of 7,500,000 Private Placement Warrants and 78,355,000 shares of Class A common stock from time to time through any means described in the section entitled “Plan of Distribution.”

We will not receive any proceeds from the sale of the Private Placement Warrants or shares of Class A common stock to be offered by the selling security holders. With respect to shares of Class A common stock underlying the Existing Warrants, we will not receive any proceeds from the sale of such shares except with respect to amounts received by us due to the exercise of the Existing Warrants to the extent the Existing Warrants are exercised for cash. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus. We and the selling security holders, as applicable, may deliver a prospectus supplement with this prospectus, to the extent appropriate, to update the information contained in this prospectus. The prospectus supplement may also add, update or change information included in this prospectus. Youyou should carefully read both this prospectus and any applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described below under the captionsheadings “Where You Can Find More Information” and “Incorporation of Certain InformationDocuments by Reference.”

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 to register the offer isand sale of the Class A common stock covered hereby. This prospectus, which forms part of the registration statement, does not permitted.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Thethe information discussedincluded in that registration statement. For further information about us and the Class A common stock covered in this prospectus, includes “forward-looking statements” withinyou should refer to the meaningregistration statement and its exhibits. Certain information is also incorporated by reference in this prospectus as described under “Incorporation of Certain Documents by Reference.”

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. Our registration statement, of which this prospectus constitutes a part, and the exhibits and schedules thereto can be downloaded from the SEC’s website. We file with or furnish to the SEC periodic reports and other information. These reports and other information may be obtained from the SEC’s website as provided above. Our website is located at www.sitio.com. We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus, and investors should not rely on such information in making a decision to purchase our Class A common stock.

We furnish or make available to our stockholders annual reports containing our audited financial statements prepared in accordance with GAAP. We also furnish or make available to our stockholders quarterly reports containing our unaudited interim financial information, including the information required by Form 10-Q, for the first three fiscal quarters of each fiscal year.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference the information we file with it. This means that we can disclose information to you by referring you to those documents. The documents that have been incorporated by reference are an important part of this prospectus, and you should review that information in order to understand the nature of any investment by you in our Class A common stock. Information that we later provide to the SEC, and which is deemed to be “filed” with the SEC, will automatically update information previously filed with the SEC, and may update or replace information in this prospectus and information previously filed with the SEC. We are incorporating by reference the documents listed below; provided, however, that we are not incorporating any documents or information deemed to have been furnished rather than filed in accordance with SEC rules unless specifically referenced below.

All documents subsequently filed by us pursuant to Section 27A of the Securities Act and Section 21E13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)., including all such documents we may file with the SEC after the date of the initial registration and prior to the effectiveness of the registration statement, shall be deemed to be incorporated by reference in this prospectus until the termination of each offering under this prospectus.

You may request a copy of any document incorporated by reference in this prospectus, at no cost, by writing or calling us at the following address:

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

(720) 640-7620

Attention: Investor Relations

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with any information. You should not assume that the information incorporated by reference or provided in this prospectus is accurate as of any date other that the date on the front of each document.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this prospectus and the documents incorporated herein by reference contain forward-looking statements for purposes of the federal securities laws. All statements, other than statements of present or historical fact, included in this prospectus regardingconcerning our strategy, future operations, financial position,condition, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, including any oral statements made in connection therewith, the wordsWords such as “could,” “believe,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intendedused to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Without limiting the generality of the foregoing, forward-looking statements contained in this prospectus include statements regarding our financial position, business strategy and other plans and objectives for future operations or transactions. These forward-looking statements are based on management’s current expectations and assumptions of our management about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, we disclaim any duty to update anySuch forward-looking statements all of which are expressly qualifiedcan be affected by the statements in this section, to reflect eventsassumptions used or circumstances after the date of this prospectus. We caution you that these forward-looking statements are subject to all of theby known or unknown risks andor uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. Consequently, no forward-looking statements can be guaranteed.

In addition, we caution you thatA forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, when considering these forward-looking statements, regarding our business, which are containedyou should keep in this prospectus, are subject tomind the following factors:

For additional information regarding known material factors that could affect our operating results and performance, please read the section entitled “Risk Factors” in this prospectus, in our proxy statement filed with the SEC on August 3, 2018 and in any applicable prospectus supplement, as well as all risk factors describedcontained in the documents incorporated by reference herein. herein and the risk factors and other cautionary statements described under the heading “Risk Factors” included in this prospectus. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause actual results to differ materially from the results contemplated by such forward-looking statements include:

Should one or more of the risks or uncertainties described in this prospectus made in connection therewithor the documents incorporated by reference herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differentdiffer materially from those expressed in any forward-looking statements.

We caution that the foregoing list of factors is not exclusive. Before you invest, you should be aware that the occurrence of any of the events described in “Risk Factors” or “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q, any subsequently filed Current Reports on Form 8-K, including Exhibit 99.7 to our Current Report on Form 8-K filed on June 10, 2022 (other than, in each case, information furnished rather than filed), all of which are incorporated by reference herein, and any risk factors included in any applicable prospectus supplement could substantially harm our business, results of operations and financial condition. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and we may be subject to currently unforeseen risks that may have a materially adverse effect on our company. All subsequent written and oral forward-looking statements concerning our company, or any person acting on our behalf, are expressly qualified in their entirety by the cautionary statements above. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this prospectus are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Reserve engineering is a process of estimating underground accumulations of oil natural gas and natural gas liquids (“NGLs”) that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and the price and cost assumptions made by reserve engineers. In addition, the results of drilling, completiontesting and production activities may justify revisions of estimates that were made previously. If

significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.

ABOUT SITIO ROYALTIES CORP.

Overview

Sitio Royalties Corp. (“Sitio,” “we,” “us” or “our”) is a shareholder returns-driven company focused on large-scale consolidation of high-quality oil & gas mineral and royalty interests in certain across premium basins, with a diversified set of the subsidiariestop-tier operators. With a clear objective of Royal Resources L.P. (the “Business Combination”) pursuantgenerating cash flow from operations that can be returned to the Contribution Agreement for an aggregate consideration of approximately $800 million, consisting of $400 million of cashshareholders and 40 million Common Units (andreinvested, Sitio has accumulated over 161,621 net royalty acres (when normalized to a corresponding number of shares of Class C common stock).

In connection with the Business Combination, we issued and sold 11,480,000 shares of Class A common stock in the PIPE Investment to certain qualified institutional buyers and accredited investors (the “PIPE Investors”) for gross proceeds of $114,800,000. The proceeds of the PIPE Investment were used to fund a portion of the cash consideration required to effect the Business Combination.

Following the Business Combination, we changed our name from “Osprey Energy Acquisition Corp.” to “Falcon Minerals Corporation” and continued the listing of our Class A common stock and our warrants on the NASDAQ under the symbols “FLMN” and “FLMNW,” respectively. Prior to1/8th royalty equivalent) through the consummation of the Business Combination, our Class A common stock, warrants and units were listed on the NASDAQ under the symbols “OSPR,” “OSPRW” and “OSPRU,” respectively.over 180 acquisitions to date.

Business Overview

We are an oil and gas minerals company that owns and seeks to acquire royalty interests, mineral interests, non-participating royalty interests and overriding royalty interests (“Royalties”) in high-growth, top-tier, unconventional, oil-weighted basins in North America. Our primary business objective is to provide strong total stockholder returns through growing our intrinsic value and increasing cash dividends to stockholders over time. We expect our free cash flow to increase as a result of organic development on our properties in what we believe is the “core-of-the-core” Eagle Ford Shale. Also, we intend to grow intrinsic value and free cash flow per share by making accretive acquisitions from third parties while maintaining financial flexibility and a strong balance sheet. We intend to target acquisitions in highly economic basins with oil-weighted producing assets and substantial upside potential from undeveloped resources. We are led by an experienced management team in partnership with Blackstone Management Partners, L.L.C. (“Blackstone”), both of whom have highly successful, multi-year track records of building energy companies organically and through acquisitions.

CompanyCorporate Information

Our principal executive offices are located at 1845 Walnut1401 Lawrence Street, 10^th Floor, Philadelphia, Pennsylvania 19103Suite 1750, Denver, Colorado 80202, and our telephone number at that address is (215) 832-4161.(720) 640-7620. Our website address is www.falconminerals.com. The information foundwww.sitio.com. Information contained on our website isdoes not constitute part of this prospectus.

Additional Information

For additional information about us, please refer to the documents set forth under “Where You Can Find More Information” in this prospectus.

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USE OF PROCEEDS

IssuanceWe will not receive any of the proceeds from the sale of Class A common stock preferred stock and New Warrants

We may offer and sell sharesby any of the selling stockholders under this prospectus. Any proceeds from the sale of Class A common stock shares of preferred stockunder this prospectus will be received by the selling stockholders. We will pay certain expenses, other than underwriting discounts and New Warrants from time to time in amounts, at prices and on terms to be determined by market conditions and other factors atcommissions, associated with the time of the offering, such that the maximum aggregate offering price does not exceed $400,000,000. Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds of such offerings for general corporate purposes. Please read “Use of Proceeds.” As of September 25, 2018, we had 45,855,000 sharessale of Class A common stock 40,000,000 sharesby the selling stockholders.

REDEMPTION OF SITIO OPCO PARTNERSHIP UNITS AND CLASS C COMMON STOCK

Pursuant to the Second Amended and Restated Agreement of Class C common stock and 21,250,000 Existing Warrants outstanding. TheLimited Partnership of OpCo (the “Partnership Agreement”), each holder of OpCo Units, including the selling stockholders named in this prospectus, generally has the right to cause OpCo to redeem its OpCo Units for an equivalent number of shares of Class A common stock does not include the 8,600,000 shares of Class A common(subject to customary conversion rate adjustments for stock available for future issuances under the Falcon Minerals 2018 Long-Term Incentive Plan.

Issuance of Class A Common Stock Underlying the Existing Warrants

SELLING STOCKHOLDERS

The selling stockholders identified below (the “selling stockholders”) may offer to sell from time to time in the future up to 20,000,000an aggregate of 70,478,065 shares of our Class A common stock pursuant to this prospectus. These shares of Class A common stock that that may be issued from time to timeare issuable upon the redemption or exchangeof OpCo Units, together with the cancellation of an equal number of Common Units together with a corresponding numbershares of our Class C common stock (the “Redemption Right”). Such shares of Class C common stock if earn-out consideration is issuedand OpCo Units were acquired by the selling stockholders pursuant to: (i) those certain merger transactions contemplated by the Agreement and Plan of Merger, dated as of January 11, 2022 (the “Merger Agreement”), by and among us, OpCo, Ferrari Merger Sub A LLC, a Delaware limited liability company (“Merger Sub”), and DPM HoldCo, LLC, a Delaware limited liability company (“Desert Peak”), pursuant to which Merger Sub merged with and into Desert Peak (the “Merger”), with Desert Peak continuing as the surviving entity in the Merger as a wholly owned subsidiary of OpCo, and (ii) the Contribution Agreement. The term “selling security holders” includes the stockholders listed in the table below and their permitted transferees.

The following table provides,Agreement, dated as of September 21,June 3, 2018, information regardingby and among us, Royal Resources L.P., Royal Resources GP L.L.C., Noble Royalties Acquisition Co., L.P., Hooks Ranch Holdings LP, DGK ORRI Holdings, LP, DGK ORRI GP LLC and Hooks Holdings Company GP, LLC. Additionally, in connection with the beneficial ownershipMerger and pursuant to an Assignment and Allocation Agreement among the selling stockholders, OpCo, Desert Peak, and each of Private Placement Warrantsour executive officers, certain shares of Class C common stock and OpCo Units were issued to our executive officers (the “Restricted Securities”), which are subject to certain transfer restrictions and forfeiture by the holders thereof if certain conditions are not satisfied. Certain of the selling stockholders have the right to receive one share of Class C common stock and one OpCo Unit for each Restricted Security that is forfeited by the holders thereof (each such right, an “Allocation Right”).

Any issuance of the Class A common stock held by eachto the selling stockholders in connection with exercise of the Redemption Right will be, and the initial issuance of the Class C common stock (and related OpCo Units) to the selling security holders,stockholders was, exempt from the numberregistration requirements of Private Placement Warrants andthe Securities Act of 1933 (the “Securities Act”). We are registering the offering by the selling stockholders of the shares of Class A common stock that may be solddescribed below pursuant to the provisions of the Registration Rights Agreement dated January 11, 2022 between us and the holders of our securities defined therein.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.

The following table sets forth information as of July 12, 2022 provided by each selling security holderstockholder on or prior to such date regarding (i) the beneficial ownership of shares of our Class A common stock and our Class C common stock and (ii) the number of shares of our Class A common stock that may from time to time be offered or sold pursuant to this prospectus or any applicable prospectus supplement, assuming each selling stockholder has redeemed all OpCo Units, together with the cancellation of an equal number of shares of our Class C common stock, beneficially owned by it for an equivalent number of shares of our Class A common stock. The percentage of combined voting power prior to, and after, the offering is based on 12,700,770 shares of our Class A common stock and 71,140,064 shares of Class C common stock outstanding as of July 15, 2022. Information in the table below with respect to beneficial ownership has been furnished by the selling stockholders.

We have not sought to verify the information provided by the selling stockholders. The selling stockholders may hold or acquire at any time shares of Class A common stock in addition to those offered by this prospectus and may have acquired additional shares of Class A common stock since the date on which the information reflected herein was provided to us.

No offer or sale under this prospectus andmay be made by a stockholder unless that eachholder is listed in the table below, in any supplement to this prospectus or in an amendment to the related registration statement that has

become effective. We will supplement or amend this prospectus if applicable to include additional selling security holder will beneficially own after this offering.

Because each selling security holder may disposestockholders upon provision of all nonerequired information to us and subject to the terms of any relevant agreement between us and the selling stockholders.

The selling stockholders are not obligated to sell any of the shares of our Class A common stock offered by this prospectus. Because the selling stockholders identified in the table may sell some or some portionall of their securities,the shares of our Class A common stock owned by them that are included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of such shares, no estimate can be given as to the number of securitiesshares covered by this prospectus that will be beneficially ownedheld by athe selling security holderstockholders upon termination of this offering. For purposesIn addition, subject to the Registration Rights Agreement, dated as of January 11, 2022, among us and the table below, however, we have assumed that after terminationholders of this offering none of theour securities covered by this prospectus will be beneficially owned bynamed therein, the selling security holders and further assumed that the selling security holders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling security holders may have sold, transferred or otherwise disposed of, orstockholders may sell, transfer or otherwise dispose of, at any time and from time to time, shares of our securitiesClass A common stock they hold in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information inset forth on the table is presented.

We may amend or supplement this prospectus from time to time in the future to update or change this selling security holders list and the securities that may be resold.

Beneficial ownership is determined in accordance with the rulesbelow. Therefore, for purposes of the SEC and includes voting or investment power with respect to sharesfollowing table we have assumed that the selling stockholders will sell all of Class A common stock and the right to acquire such voting or investment power within 60 days through the exercise of any option, warrant or other right. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the shares of our Class A common stock beneficially owned by them. Except as described in the footnotes to the following table and under “Material Relationships with the Selling Security Holders” below, none of the persons named in the table has held any position or office or hadthem that are covered by this prospectus, but will not sell any other material relationship with us or our affiliates during the three years prior to the date of this prospectus. The inclusion of any Private Placement Warrants or shares of our Class A common stock in this table does not constitute an admission of beneficial ownership for the person named below.that they may currently own.

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A&R Charter (including any preferred stock for cash, securities or other property, except in each case (i) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our Sponsor, or any affiliates of our Sponsor; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a business combination (as defined in the Letter Agreement) at prices no greater than the price at which the shares were originally purchased; (vi) in the event of our liquidation prior to our completion of our initial business combination; (vii) by virtue of the laws of the state of Delaware or our Sponsor’s limited liability company agreement upon dissolution of our Sponsor; or (viii) in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (i) through (viii) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. On September 17, 2018, the Sponsor completed the distribution of all of the shares of Class A common stock received by it upon the conversion of the shares of Class B common stock to thedesignation), holders of its equity interests, which are named as selling security holders in this prospectus.

Class C common stock

In connection with the Business Combination, the Company issued 40,000,000 shares of Class C common stock shall not be entitled to vote on any amendment to the Contributors. A holder&R Charter (including any amendment to any preferred stock designation) that relates solely to the terms of Class Cone or more outstanding series of preferred stock or other series of common stock may transfer sharesif the holders of Class Csuch affected series of preferred stock or common stock, as applicable, are entitled, either separately or together with the holders of one or more other such series, to any transferee only if, and onlyvote thereon pursuant to the extent permittedA&R Charter (including any preferred stock designation) or as required by the Opco LPA, such holder also simultaneously transfers an equal number of such holder’s Common Units to such transferee in compliance with the Opco LPA. Holders of our Class C common stock will vote together as a single class with holders of our Class A common stock on all matters properly submitted to a voteapplicable provisions of the stockholders.DGCL or applicable stock exchange rules. In addition, holders of Class C common stock, voting as a separate class, are entitled to approve any amendment, alteration or repeal of any provision of the A&R Charter (whether by merger, consolidation or otherwise), if such amendment, alteration or repeal would alter or change, in a manner adverse to the holders of the Class C common stock, the powers, preferences or rights of the Class C common stock, relative to the powers, preferences or rights of any other class of common stock, as such relative powers, preferences or rights exist as of the date of the A&R Charter.

Under the A&R Charter, no dividends may be declared or paid on shares of Class C common stock and holders of Class C common stock do not receive any assets of the Company in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. In addition, the Company may not enter into any agreement providing for (i) a merger, consolidation or other business combination requiring the approval of the Company’s stockholders, (ii) any acquisition of all or substantially all of the Company’s assets or (iii) any tender or exchange offer by the Company or any third party to acquire stock of the Company (collectively, a “sale transaction”) in which it is proposed that (1) the shares of Class C common stock are converted into the right to receive, directly or indirectly, in connection with such sale transaction, any consideration or (2) each share of Class C common stock, together with each CommonOpco Unit, are converted into the right to receive, in connection with a sale transaction, a different amount of consideration on a per share basis as that received by each share of Class A common stock.

Holders of Common Units will generally have the right to cause Falcon Opco to redeem all or a portion of their Common Units in exchange for shares of Class A common stock; provided that the Company may, at its option, effect a direct exchange of such shares of Class A common stock for such Common Units in lieu of such a redemption by Falcon Opco. Upon the future redemption or exchange of Common Units held by a Contributor, a corresponding number ofThe shares of Class C common stock will be cancelled. For more information on thehave no preemptive rights and are not subject to further calls or assessment by us. There are no redemption and exchange rights relatedor sinking fund provisions applicable to the Class C common stock and Common Units, see the sectionstock. All outstanding shares of the Company’s definitive proxy statement filed with the SEC on August 3, 2018 (the “Proxy Statement”) entitled “Proposal No. 1—The Business Combination Proposal” beginning on page 82 which is incorporated herein by reference.

Earn-Out Consideration

Pursuant to the Contribution Agreement, Royal is entitled to receive earn-out consideration to be paid in the form of Common Units (and a corresponding number of shares ofour Class C common stock) if the 30-day volume-weighted average price (“30-Day VWAP”) of the Class A common stock equals or exceeds certain hurdles set forth in the Contribution Agreement. If the 30-Day VWAP of the Class A common stock is $12.50 or more per share at any time within the seven (7) years following the Closing Date, Royal will receive (i) an additional 10 million Common Units (and an equivalent number of shares of Class C common stock), plus (ii) an amount of Common Units (and an equivalent number of shares of Class C common stock) equal to (x) the amount by which annual cash dividendsare fully paid on each share of Class A common stock exceeds $0.50 in each year between the Closing Date and the date the first earn-out is achieved (with any dividends paid in the stub year in which the first earn-out is achieved annualized for purposes of determining what portion of such dividends would have, on an annual basis, exceeded $0.50), multiplied by 10 million, (y) divided by $12.50. If the 30-Day VWAP of the Class A common stock is $15.00 or more per share at any time within the seven (7) years following the Closing Date (which $15.00 threshold is reduced by the amount by which annual cash dividends paid on each share of Class A common stock exceeds $0.50 in each year between the Closing Date and the date the earn-out is achieved, but not below $12.50), Royal will receive an additional 10 million Common Units (and an equivalent number of Class C common stock).non-assessable.

Preferred Stock

Our A&R Charter authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. Our board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. You should refer to the prospectus supplement relating to a particular issue of the Preferred Stock for the terms and information related to such shares.

New Warrants

We may issue New Warrants for the purchase of our Class A common stock, preferred stock or any combination of the foregoing securities. New Warrants may be issued independently or together with our securities offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of New Warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the prospectus supplement relating to the particular issue of New Warrants. The warrant agent will act solely as our agent in connection with the New Warrants and will not assume any obligation or relationship of agency or trust for or with any holders of the New Warrants or beneficial owners of the New Warrants. The following summary of certain provisions of the New Warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the warrant agreements.

You should refer to the prospectus supplement relating to a particular issue of the New Warrants for the terms of and information relating to the New Warrants, including, where applicable:

(1) the number of securities purchasable upon exercise of the New Warrants and the price at which such securities may be purchased upon exercise of the New Warrants;

(2) the date on which the right to exercise the New Warrants commences and the date on which such right expires (the ” New Warrant Expiration Date”);

(3) the United States federal income tax consequences applicable to the New Warrants;

(4) the amount of the New Warrants outstanding as of the most recent practicable date; and

(5) any other terms of the New Warrants.

New Warrants will be offered and exercisable for United States dollars only. New Warrants will be issued in registered form only. Each New Warrant will entitle its holder to purchase such number of securities at such exercise price as is in each case set forth in, or calculable from, the prospectus supplement relating to the New Warrants. The exercise price may be subject to adjustment upon the occurrence of events described in such prospectus supplement. After the close of business on the New Warrant Expiration Date (or such later date to which we may extend such New Warrant Expiration Date), unexercised New Warrants will become void. The place or places where, and the manner in which, New Warrants may be exercised will be specified in the prospectus supplement relating to such New Warrants.

Prior to the exercise of any New Warrants, holders of the New Warrants will not have any of the rights of holders of securities, including the right to receive payments of any dividends on the securities purchasable upon exercise of the New Warrants, or to exercise any applicable right to vote.

Existing Warrants

The Existing Warrantswarrants include 7,500,000 Private Placement Warrantswarrants issued in a private placement (each, a “Private Placement Warrant”) in connection with our initial public offering and 13,750,000 Public Warrants13,749,998 warrants sold to the public (each, a “Public Warrant”) as part of the units in our initial public offering.

Public Warrants

EachFollowing a four-to-one reverse stock split of the Company’s Class A common stock and Class C common stock on June 3, 2022 as described in the Form 8-K, each four Public WarrantWarrants entitles the registered holder to purchase one share of Class A common stock at a price of $11.50$44.84 per share, subject to certain adjustments, at any time commencing on September 22, 2018.time. Public Warrants must be exercised for a whole share. The Public Warrants will expire on August 23, 2023, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We are obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and have no obligation to settle such warrant exercise unless thisa registration statement with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the satisfaction of our obligations described below with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and we are not be obligated to issue any shares to holders seeking to exercise their Public Warrants unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless.

We agreed to use our best efforts to file with the SEC thisU.S. Securities and Exchange Commission a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of thisthat registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement.warrant agreement, dated July 20, 2017 between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”). Notwithstanding the above, if our Class A common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrantsPublic Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event that we so elect, we will not be required to file or maintain in effect a registration statement, but will use our best efforts to register or qualify the shares under applicable Blue Sky laws to the extent an exemption is not available.

Subject to the restrictions described below, once the Public Warrants become exercisable, we may redeem the Public Warrants:

If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As described further below under “—Private Placement Warrants,” the Private Placement Warrants will not be redeemable by the Company so long as they are held by ourOsprey Sponsor, LLC (“Osprey”) or its permitted transferees.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00$72.00 redemption trigger price as well as the $11.50$44.84 warrant exercise price after the redemption notice is issued.

If we call the Public Warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its Public Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Public Warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of Public Warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of its Public Warrants. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their Public Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Public Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the Public Warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received

upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a redemption. We believe this feature is an attractive option to us if it doeswe do not need the cash from the exercise of the Public Warrants. If we call the Public Warrants for redemption and our management does not take advantage of this option, our SponsorOsprey and its permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their Public Warrants on a cashless basis, as described in more detail below.

A holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Public Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each Public Warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the Public Warrants are outstanding and unexpired, pay a dividend or makesmake a distribution in cash, securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of the Company’s capital stock into which the Public Warrants are convertible), other than (a) as described above or (b) certain ordinary cash dividends, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.

If the number of outstanding shares of Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each Public Warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.

Whenever the number of shares of Class A common stock purchasable upon the exercise of the Public Warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the Public Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the Public Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Public Warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Public Warrants would have received if such holder had exercised their Public Warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Public Warrants properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreementWarrant Agreement based on the Black-Scholes value (as defined in the Warrant Agreement) of the Public Warrant. The Public Warrants were issued in registered form under the Warrant Agreement. The Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants.

The Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Public Warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their Public Warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the Public Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Private Placement Warrants

The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until September 22, 2018 and they will not be redeemable by the Company so long as they are held by the SponsorOsprey or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the units in our initial public offering. If the Private Placement Warrants are held by holders other than the SponsorOsprey or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants included in the units sold in our initial public offering.

If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its Private Placement Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Private Placement Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the Private Placement Warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these Private Placement Warrants will be exercisable on a cashless basis so long as they are held by the SponsorOsprey and its permitted transferees is because it was not known at the

time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We have policies in place that prohibit insiders from selling their securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their Public Warrants and sell the shares of Class A common stock issuable upon exercise of the Public Warrants freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such Private Placement Warrants on a cashless basis is appropriate.

The Private Placement Warrants and any shares of Class A common stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the Letter Agreement. Those lock-up provisions provide that such securities are not transferable, assignable or salable until September 22, 2018, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our Sponsor, or any affiliates of our Sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination (as defined in the Letter Agreement) at prices no greater than the price at which the shares were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination; (g) by virtue of the laws of the state of Delaware or our Sponsor’s limited liability company agreement upon dissolution of our Sponsor; or (h) in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.

The Private Placement Warrants were sold in a private placement pursuant to a purchase agreement between the Company and the Sponsor.Osprey. On September 17, 2018, the SponsorOsprey completed the distribution of all of the Private Placement Warrants to the holders of its equity interests, which are named as selling security holders in this prospectus.interests. The Private Placement Warrants have the terms set forth in the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

Certain Anti-Takeover Provisions of Delaware Law

Delaware Law

Special MeetingSection 203 of Stockholdersthe DGCL (“Section 203”), subject to certain exceptions set forth therein, prohibits a Delaware corporation from engaging in any business combination (as defined in Section 203) with any interested stockholder (as defined in Section 203) for a period of three years following the date that the stockholder became an interested stockholder, unless:

A corporation may elect not to be subject to Section 203. We have elected to not be subject to the provisions of Section 203.

A&R Charter and Bylaws

Provisions of our A&R Charter and bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders maymight otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be called only by our board pursuant to a majority votein their best interests. Therefore, these provisions could adversely affect the price of our boardClass A common stock.

Among other things, our A&R Charter and the ability of our stockholders to call a special meeting is specifically denied.bylaws:

Corporate Opportunity

The A&R Charter provides that, to the formfullest extent permitted by law, (i) the Company renounces all interest and contentexpectancy of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meetingthe Company in, or in being offered an opportunity to participate in, business opportunities presented to any of its directors, stockholders or certain other exempted persons, including KMF DPM HoldCo, LLC and Chambers DPM HoldCo, LLC, each an affiliate of Kimmeridge, Rock Ridge Royalty Company, LLC and Royal Resources, L.P., each an affiliate of Blackstone Inc., and Source Energy Leasehold, LP and Permian Mineral Acquisitions, LP. (collectively, the “Exempted Persons”), or affiliates of such persons, (ii) none of the Company’s directors or stockholders or the Exempted Persons that is not an employee of the Company or its subsidiaries has a duty to refrain from making nominations forengaging in the same or similar business activities or lines of business as the Company or its subsidiaries, and (iii) none of the Company’s directors at our annual meetingor stockholders or the Exempted Persons that is not an employee of stockholders.the Company or its subsidiaries has a duty to communicate or offer such business opportunities to the Company, unless such potential transaction or business opportunity is expressly offered to a director solely in his or her capacity as a director of the Company or its subsidiaries.

Exclusive Forum

Limitation of Liability

The A&R Charter provides that a stockholder bringingdirector of the Company will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless such director violated his or her duty of loyalty to the Company or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director.

Indemnification

The A&R Charter and bylaws provide that, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Company will indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Company or, while a director or officer of the

Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such person in connection with such proceeding.

Exclusive Forum

The A&R Charter provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, or, if such court does not have jurisdiction, another state or federal court siting in the State of Delaware with subject matter jurisdiction, shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim subjectof breach of a fiduciary duty owed by any director, officer or other employee or agent of the Company to the proposed Article XCompany or the Company’s stockholders, creditors or other constituents, (iii) any action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the DGCL or the A&R Charter or the bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the A&R Charter willor the bylaws, or (v) any action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine.

This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be requiredbased upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to bring that claim inenforce any duty or liability created by the Delaware CourtExchange Act or the rules and regulations thereunder. Furthermore, Section 22 of Chancery, subjectthe Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Registration Rights

Pursuant to the Delaware CourtRegistration Rights Agreement, dated as of Chancery having personal jurisdiction overJanuary 11, 2022, by and among us and the defendants.

Restrictions onother parties thereto, the Use ofCompany agreed to register for resale, pursuant to Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

As a result, if we have filed all Exchange Act reports and materials as set forth in the third bullet415 of the preceding paragraph, then any holder of restrictedSecurities Act, shares of our Class A common stock will be ableheld by the selling stockholders immediately following the Merger, including any shares of Class A common stock issued or issuable upon the exchange of the shares of Class C common stock and OpCo Units held by the selling stockholders immediately following the Merger. Additionally, the selling stockholders received certain piggyback rights to sell such shares pursuantparticipate in underwritten offerings of the Company, subject to Rule 144 without registration after August 29, 2019.

customary exceptions, and demand certain underwritten offerings. The foregoing description of the Registration Rights Agreement is a summary only and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which was filed with the SEC on January 12, 2022 as Exhibit 10.2 to Falcon’s Current Report on Form 8-K and is incorporated here by reference.

Transfer Agent and Warrant AgentRegistrar

The transfer agent and registrar for our Class A common stock and warrant agent for our Existing Warrants and New Warrants is Continental Stock Transfer &and Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its

Listing

Our Class A common stock is listed on the NYSE under the symbol “STR.” Our warrants are listed on the NYSE American LLC under the symbol “STR WS.”

PLAN OF DISTRIBUTION

The selling stockholders directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performeduse one or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faithmore of the indemnified person or entity.
following methods when selling Class A common stock under this prospectus:

A selling stockholder may fix a price or prices of our Class A common stock at:

A selling stockholder may change the price of the Class A common stock offered from time to time.

If a selling stockholder uses underwriters in an offering, it will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement. If a selling stockholder uses an underwriting syndicate, the managing underwriter(s) will be treated as capital gainspecified on the cover of the prospectus supplement. If a selling stockholder uses underwriters for a sale of shares of our Class A common stock, the underwriters will acquire the shares of our Class A common stock for their own accounts. The underwriters may resell the shares of our Class A common stock from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and will be treated as described below under “—Saleany discounts or Other Taxable Disposition.”

Subject to the discussion below with respect to effectively connected income, dividendsconcessions allowed or reallowed or paid to a Non-U.S. Holderdealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered shares of our Class A common stock will be subject to U.S. federal withholding tax at a rate of 30%conditions precedent and the underwriters will be obligated to purchase all of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above, provided that the non-U.S. holder complies with applicable certification and other requirements.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include such effectively connected dividends. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable dispositionoffered shares of our Class A common stock unless:if any are purchased.

Gain described in an offering, a selling stockholder may sell the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits (adjusted for certain items), which will include such effectively connected gain.

A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on any gain derived from the disposition, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe that we currently are, and expect to remain for the foreseeable future, a USRPHC for U.S. federal income tax purposes. However, a Non-U.S. Holdershares of our Class A common stock generally will not be subject to U.S. net federal income taxthe dealers as a result of our being a USRPHC if our Class A common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually or constructively, 5% or lessprincipals. The dealers then may resell the shares of our Class A common stock throughoutto the shorterpublic at varying prices which they determine at the time of resale. The names of the five-year period ending ondealers and the dateterms of the saletransaction will be specified in a prospectus supplement.

If agents are used in an offering, the names of the agents and the terms of the agency will be specified in a prospectus supplement. Unless otherwise indicated in a prospectus supplement, the agents will act on a best-efforts basis for the period of their appointment.

Dealers and agents named in a prospectus supplement may be underwriters as defined in the Securities Act and any discounts or other taxable disposition orcommissions they receive from the Non-U.S. Holder’s holding period. If ourselling stockholders and any profit on their resale of the Class A common stock is not consideredmay be treated as underwriting discounts and commissions under the Securities Act. Any underwriters, dealers or agents will be identified in the applicable prospectus supplement and their compensation will be described. A selling stockholder may enter into agreements with the underwriters, dealers and agents to beindemnify them against specified civil liabilities, including liabilities under the Securities Act.

Underwriters, dealers or agents and their associates may engage in other transactions with and perform other services for us in the ordinary course of business.

If so traded,indicated in a Non-U.S. Holder generally would be subjectprospectus supplement, a selling stockholder will authorize underwriters or other persons acting as such selling stockholder’s agents to net U.S. federal income tax on the gain realized on a dispositionsolicit offers by institutional investors to purchase shares of our Class A common stock aspursuant to contracts providing for payment and delivery on a resultfuture date. A selling stockholder may enter contracts with commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutional investors. The obligations of our being a USRPHC and generally wouldany institutional investor will be required to file a U.S. federal income tax return. Additionally, a 15% withholding tax would applysubject to the gross proceeds from such disposition.

Non-U.S. Holders should also consult their tax advisors regarding potentially applicable income tax treatiescondition that may provide for different rules.

Information Reporting and Backup Withholding

Paymentsthe offered shares of dividends on our Class A common stock will not be subject to backup withholding, providedillegal at the applicable withholding agent doestime of delivery. The underwriters and other agents will not have actual knowledgebe responsible for the validity or reason to know the Non-U.S. Holder is a United States person and the Non-U.S. Holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our Class A common stock paid to the Non-U.S. Holder, regardlessperformance of whether any tax was actually withheld. contracts.

In addition, proceeds of the salea selling stockholder may enter into derivative transactions with third parties, or other taxable dispositionsell shares of our Class A common stock within the United States or conducted through certain U.S.-related brokers generally will not be subjectcovered by this prospectus to backup withholding or information reporting if third parties in privately negotiated transactions. If

the applicable withholding agent receivesprospectus supplement so indicates, in connection with those derivatives, the certification described above and does not have actual knowledge or reason to know that such Non-U.S. Holder is a United States person, or the Non-U.S. Holder otherwise establishes an exemption. Proceeds of a dispositionthird parties may sell shares of our Class A common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

LEGAL MATTERS

Wachtell, Lipton, Rosen & Katz has passed upon the validity of the securities covered by this prospectus. Any underwritersprospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use shares of our Class A common stock pledged by such selling stockholder or agentsborrowed from such selling stockholder or others to settle those sales or to close out any related open borrowings of stock, and may use Class A common stock received from such selling stockholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be advised about other issues relating to the offering by counsel toan underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment).

In addition, a selling stockholder may otherwise loan or pledge shares of our Class A common stock to a financial institution or other third party that in turn may sell the shares of our Class A common stock short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in such shares of our Class A common stock or in connection with a concurrent offering of other shares of our Class A common stock.

From time to time, a selling stockholder may pledge, hypothecate or grant a security interest in some or all of the shares of common stock owned by them. In the event of default, the pledgees, secured parties or persons to whom the shares have been hypothecated will, to the extent registration rights are transferable and are transferred upon foreclosure, be deemed to be selling stockholders under this prospectus. The number of shares offered under this prospectus by a given selling shareholder will decrease as and when such events occur.

The specific terms of any lock-up provisions in respect of any given offering will be described in any applicable prospectus supplement.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.

EXPERTS

LEGAL MATTERS

The validity of the Class A common stock offered by this prospectus will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas. Additional legal matters may be passed upon for the selling stockholders or any underwriters, dealers or agents by counsel that may be named in any applicable prospectus supplement.

EXPERTS

The audited consolidated financial statements of Osprey Energy Acquisition Corp.Kimmeridge Mineral Fund, LP, Sitio’s predecessor for financial reporting purposes, as of December 31, 20172021 and 20162020 and for yeareach of the three years ended December 31, 20172021, 2020 and for the period from June 13, 2016 (inception) to December 31, 2016,2019, have been incorporated by reference herein and in the registration statement in reliance upon the report of MarcumKPMG LLP, independent registered public accounting firm, incorporated in this prospectus by reference to our Proxy Statement filed with the SEC on August 3, 2018herein, and upon the authority of suchsaid firm as experts in accounting and auditing.

The consolidated financial statements of Royal Resources L.P.Falcon Minerals Corporation as of December 31, 20172021 and 20162020 and for each of the three years in the period ended December 31, 2017, 2016 and 20152021, incorporated by reference in this prospectus by reference from the Company’s Current Report on Form 8-K dated August 29, 2018Prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference.report. Such consolidated financial statements have been soare incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Rock Ridge Royalty Company LLC (“Rock Ridge”) as of and for the years ended December 31, 2020 and 2019 incorporated by reference in this prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The statement of revenues and direct expenses of the acquisition of approximately 25,000 NRAs from Source Energy Leasehold, LP and Permian Mineral Acquisition, LP (the “Source Acquisition”) for the year ended December 31, 2020, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm for the Source Acquisition, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2020 Source Acquisition statement of revenue and direct expenses (the Financial Statement) contains an explanatory paragraph that states that the Financial Statement was prepared for the purpose of complying with the rules and regulations under Rule 3-05 of the Securities and Exchange Commission Regulation S-X as described in Note 1 to the Financial Statement, and is not intended to be a complete presentation of the Source Acquisition’s results of operations. Our opinion is not modified with respect to this matter.

The information incorporated by reference in this prospectusherein regarding estimated quantities of proved reserves of our assets, theDesert Peak Minerals and related future net revenues fromcash flows related to those reserves and their present value as of December 31, 2017 is based on the proved reserve report prepared by Ryder Scott Company, L.P., Royal’s independent petroleum engineers. These estimates are2021 incorporated by reference in this prospectusherein were based upon a reserve report audited by independent petroleum engineers, Cawley, Gillespie & Associates, Inc. Such estimates have been so incorporated in reliance uponon the authority of such firm as an expert in thesesuch matters.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which forms a part of such registration statement, does not contain all of the information included in the registration statement. For further information pertaining to us and our common stock, including the securities, you should refer to the registration statement and to its exhibits. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement or a report we file under the Exchange Act, you should refer to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit to a registration statement or report is qualified in all respects by the filed exhibit.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and on our website at www.falconminerals.com. Information on our website does not constitute part of this prospectus. You may inspect without charge any documents filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We “incorporate by reference” into this prospectus documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important partherein regarding estimated quantities of this prospectus. Some information contained in this prospectus updates the informationproved reserves of Falcon Minerals and related future net cash flows related to those reserves as of December 31, 2021 incorporated by reference and information that we file subsequently with the SEC will automatically update this prospectus. In other words,herein were based upon a reserve report by independent petroleum engineers, Ryder Scott Company, L.P. Such estimates have been so incorporated in the case of a conflict or inconsistency between information set forth in this prospectus and information that we file later and incorporate by reference into this prospectus, you should relyreliance on the information containedauthority of such firm as an expert in the document that was filed later.such matters.

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Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Item 14.

Other expenses of issuance and distribution

The following table sets forth an itemized statement of the fees andamounts of all expenses other than(excluding underwriting discounts and commissions,commissions) payable by us in connection with the sale or resale of the securities being registered hereby.

In addition, we have entered into indemnification agreements with each of our current directors and officers and directors, a form of which is attached to this Registration Statement as Exhibit 10.3. Thesecontaining provisions that are in some respects broader than the specific indemnification provisions contained in the DGCL. The indemnification agreements require us, among other things, to indemnify these individuals to the fullest extent permitted under Delaware lawour directors against certain liabilities that may arise by reason of their status or service to us,as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and officers.

We maintain liability insurance policies that indemnify our directors and officers against various liabilities, including certain liabilities under arising under the Securities Act and the Exchange Act, that may be incurred by them in their capacity as such.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of us and our directors and officers, and by us and the selling stockholders of the underwriters, for certain liabilities arising under the Securities Act or otherwise in connection with an offering by a selling stockholder.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advisedinformed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 16. Exhibits.

II-2

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To

(1)

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided,,however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.II-3

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SECSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that: