rmco_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): January 13, 2025

ROYALTY MANAGEMENT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40233

86-1599759

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12115 Visionary Way, Suite 174, Fishers Indiana, 46038

(Address of principal executive offices)

(317) 855-9926

(Registrant’s telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See: General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 8.01 Other Events.

On January 13, 2025, Royalty Management Holding Corporation (or the “Company”) issued a press release announcing the private purchase of common stock from a shareholder. The number of common stock of the Company purchased pursuant to the purchase agreement is 161,875 shares.

The information presented in Item 8.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

Exhibit No.		Description
99.1		Press Release Dated January 13, 2025
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Royalty Management Holding Corporation

Date: January 13, 2025	By:	/s/ Thomas M. Sauve
		Thomas M. Sauve
		Chief Executive Officer

EXHIBIT 99.1

Royalty Management Holding Corporation Completes Private Purchase of Company Stock

Company has entered into a block purchase agreement of common stock from RMCO shareholder representing over 1.0% of the shares outstanding.

FISHERS, INDIANA / January 13, 2025 / Royalty Management Holding Corporation (Nasdaq: RMCO) (“Royalty Management” or the “Company”), an innovative royalty company building shareholder value by acquiring and developing high value assets in diverse market environments, is please to announce today that the Company has negotiated and executed the structured private purchase of over 161,000 shares of common stock from a shareholder, representing just over 1% of the total shares of common stock outstanding of the Company.

Thomas Sauve, CEO of Royalty Management stated, “Today’s announcement comes on the heels of the Company’s strategy to invest in highly accretive opportunities including repurchasing its own common stock at attractive share prices, as announced by the Company in 2024. This strategy includes both open market purchases, which has been much of the company’s focus since the board approved our stock repurchase program, but also includes privately negotiated purchases, such as this one. We believe today’s announcement is a great opportunity to create long-term value for our shareholders through the agreement to purchase just over 1% of the shares outstanding of the company, which aligns with the Company’s belief that our current share price is significantly undervalued compared to its market peers.”

Royalty Management Holding Co. remains actively engaged in pursuing investment and development prospects across a range of industries. With a specific focus on emerging and transitional sector opportunities, the Company is building a diverse portfolio of royalties, rents, and revenue shares to expand the company profitability and value to shareholders

About Royalty Management Holding Corporation

Royalty Management Holding Corporation (NASDAQ: RMCO) is a royalty company building shareholder value to benefit both its shareholders and communities by acquiring and developing high value assets in a variety of market environments. The model is to acquire and structure cashflow streams around assets that can support the communities by monetizing the current existing cash flow streams while identifying transitionary cash flow from the assets for the future. For more information visit royaltymgmtcorp.com.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those that will be set forth in the “Risk Factors” section of the Company’s registration statement and proxy statement/prospectus to be filed with the SEC. Copies will be available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Company Contact:

Thomas Sauve

Chief Executive Officer

[email protected]

SOURCE: Royalty Management Holding Corporation