Royalty Management Holding Corp 10-Q for FY2022 Q1

Royalty Management Holding Corp (RMCO)

10-Q 2022-04-28 For: 2022-03-31

Added on April 12, 2026

About this 10-Q

Royalty Management Holding Corp filed this 10-Q on April 28, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $3.69M

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock and one redeemable warrant	AMAOU	The Nasdaq Stock Market LLC
Common stock par value $0.0001 per share	AMAO	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	AMAOW	The Nasdaq Stock Market LLC

Part I – Financial Information
Item 1.	Interim Financial Statements
	Unaudited Condensed Balance Sheets	3
	Unaudited Condensed Statements of Operations	4
	Unaudited Condensed Statements of Changes in Stockholders’ Equity	5
	Unaudited Condensed Statements of Cash Flows	6
	Notes to the Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
Part II – Other Information
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Default upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
Part III – Signatures		27

ASSETS
	3/31/2022			12/31/2021
CURRENT ASSETS
Cash	$	1,511		$	293,153
Accounts receivable – related party		268,125			675,000
Prepaid insurance		206,762			102,534
Deposits		75,000			-

Total current assets		551,398			1,070,687

Cash held in trust account		15,788,742			106,116,023
Cash held in escrow account		280,875			-
TOTAL ASSETS	$	16,621,015		$	107,186,710

LIABILITIES AND SHAREHOLDER’S EQUITY

CURRENT LIABILITIES
Accounts payable		99,002			99,002
Total Current Liabilities	$	99,002		$	99,002

Deferred underwriter commissions		3,500,000			3,500,000
Fair value liability of public warrants		785,250			3,036,301
Fair value liability of private warrants		585,244			2,262,941
TOTAL LIABILITIES		4,969,496			8,898,244

COMMITMENTS AND CONTINGENCIES
Class A Common Stock at $10.10 per shares, 1,563,242 shares at redemption value:	$	15,788,742		$	106,112,020

SHAREHOLDER’S EQUITY
Class B Common Stock: $0.0001 par value; 10,000,000 shares authorized, 2,726,500 shares issued and outstanding for the period end (including 100,000 representative shares).⁽¹⁾		273			273
Additional paid-in capital		(10,140,613	)		(10,140,613	)
Accumulated Deficit		6,014,352			2,316,786
Total Shareholder’s Equity		(4,131,600	)		(7,823,554	)

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY		16,621,015			107,186,710

		3/31/2022			3/31/2021
Professional fees	$	(102,400	)	$	(15,450	)
General and administrative		(136,014	)		-
Total expenses		(238,414	)		(15,450	)
Gain on warrant fair value adjustment		3,928,748			1,534,000
Other income		1,620			-
Net income		3,691,954			1,518,550

Weighted average shares outstanding, basic and diluted		12,387,930			3,887,500	⁽¹⁾
Basic and diluted net loss per ordinary share	$	0.30		$	0.39

	Common Stock				Additional Paid-In			Retained		Total Stockholder’s
	Shares		Amount		Capital			Earning		Equity
Balance January 20, 2021 (inception)		-	$	-	$	-		$	-	$	-
Issuance of Class B common stock to Founders⁽¹⁾		2,626,500		263		24,737			-		25,000
Issuance of Class B Common to Representatives		100,000		10		990			-		1,000
Offering Costs		-		-		(4,910,297	)		-		(4,910,297	)
Warrant fair value and capital adjustments		-		-		496,956			-		496,956
Class A common stock		-		-		(5,752,999	)		-		(5,752,999	)
Net Income		-		-		-			2,316,786		2,316,786
Balance – December 31, 2021		2,726,500	$	273	$	(10,140,613	)	$	2,316,786	$	(7,823,554	)
Net Income		-		-		-			3,691,954		3,691,954
Balance – March 31, 2022		2,726,500		273		(10,140,613	)		6,008,740		(4,131,600	)

	For the three months ended March 31, 2022			For the Period from January 20, 2021 (inception) through March 31, 2021
Cash flows from Operating Activities:
Net Income	$	3,691,954		$	1,518,550
Adjustments to reconcile net income to net cash used in operations
Fair Value Adjustment of Public Warrants		(2,251,051	)		(850,000	)
Fair Value Adjustment of Private Warrants		(1,677,697	)		(684,000	)
Changes in operating assets and liabilities:
Accounts receivable – related party		408,875			-
Prepaid insurance		(104,228	)		(410,154	)
Deposits		(75,000	)		-
Accounts payable		-			-
Net used in operating activities		(9,147	)		(425,604	)

Cash Flows from Investing Activities
Investment of cash in Trust Account		90,046,406			(101,000,000	)

Cash Flows from Financing Activities:
Proceeds from initial stockholders		-			25,000
Proceeds from sale of Units, net underwriting discounts paid		(90,328,901	)		98,539,704
Proceeds from sale of Private Warrants		-			3,850,000
Proceeds from promissory note – related party		-			485,900
Repayment of promissory note – related party		-			(485,900	)
Proceeds from advance – related party		-			760,000
Repayment of advance – related party		-			(760,000	)
Net cash provided by financing activities		(90,328,901	)		102,414,704

Net Change in Cash		(291,642	)		989,100
Cash – Beginning of period		293,153			-
Cash – Ending of period	$	1,511		$	989,100

Description	Level		March 31, 2022		March 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	16,069,617	$	101,000,000

Liabilities:
Warrant Liability – Public Warrants		3		785,250		3,850,000
Warrant Liability – Private Warrants		3		585,244		2,926,000

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	-		$	-		$	-
Initial measurement on March 19, 2021		3,610,000			4,700,000			8,310,000
Change in valuation inputs or other assumptions		(684,000	)		(850,000	)		(1,534,000	)
Fair value as of March 31, 2021		2,926,000			3,850,000			6,776,000

No.		Description of Exhibit
3.1⁽¹⁾		Certificate of Incorporation
3.2⁽²⁾		Amended & Restated Certificate of Incorporation
3.3⁽¹⁾		By-Laws
4.1⁽¹⁾		Specimen Unit Certificate
4.2⁽¹⁾		Specimen Class A Common Stock Certificate
4.3⁽¹⁾		Specimen Warrant Certificate
4.4⁽²⁾		Warrant Agreement, dated March 17, 2021, by and between Registrant and Continental Stock Transfer & Trust Company, LLC
10.1⁽²⁾		Letter Agreement, dated March 17, 2021, by and among Registrant and its officers, directors, and Sponsors
10.2⁽²⁾		Investment Management Trust Agreement, dated March 17, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC
10.3⁽²⁾		Registration Rights Agreement, dated March 17, 2021, by and among the Registrant and certain security holders
10.4⁽²⁾		Administrative Support Agreement, dated March 17, 2021, by and between the Registrant and the American Resources Corporation
10.5⁽²⁾		Private Placement Warrants Subscription Agreement, dated March 17, 2021, by and between the Registrant and the Sponsor
10.6⁽²⁾		Representative Share Purchase Letter Agreement, dated March 16, 2021, by and between Registrant, Kingswood Capital Markets, divisions of Benchmark Investments Inc., and certain designees
10.7⁽¹⁾		Promissory Note issued to Sponsor
10.8⁽¹⁾		Form of Indemnity Agreement
10.9⁽¹⁾		Form of Securities Subscription Agreement between the Registrant and American Opportunity Ventures LLC
31.1*		Rule 13a-14(a)/15d-14(a) Certification (CEO)
31.2*		Rule 13a-14(a)/15d-14(a) Certification (CFO)
32.1**		Section 1350 Certification (CEO)
32.2**		Section 1350 Certification (CFO)
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

American Acquisition Opportunity Inc.

By:	/s/ Mark C. Jensen
Name:	Mark C. Jensen
Title:	Chief Executive Officer

By:	/s/ Kirk P. Taylor
Name:	Kirk P. Taylor
Title:	President & Chief Financial Officer

1.	I have reviewed this quarterly report on Form 10-Q of American Acquisition Opportunity Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	AMERICAN ACQUISITION OPPORTUNITY INC

Date: April 28, 2022	By:	/s/ Mark C. Jensen
		Mark C. Jensen,
		Chief Executive Officer
		Principal Executive Officer

	(i)	the accompanying Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

	(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.