Royalty Management Holding Corp 10-Q/A for FY2021 Q3

Royalty Management Holding Corp (RMCO)

10-Q/A 2022-03-09 For: 2021-09-30

Added on April 12, 2026

About this 10-Q/A

Royalty Management Holding Corp filed this 10-Q/A on March 9, 2022, covering the quarter ended September 30, 2021 (FY2021 Q3).

Headline figures

Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $584.59K

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

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 half of 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 Sheet	4
	Unaudited Condensed Statement of Operations	5
	Unaudited Condensed Statement of Changes in Stockholders’ Equity	6
	Unaudited Condensed Statement of Cash Flows	7
	Notes to the Unaudited Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

Part II – Other Information

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3	Default upon Senior Securities	26
Item 4	Mine Safety Disclosures	26
Item 5	Other Information	26
Item 6.	Exhibits	27

Part III – Signatures		28

ASSETS

CURRENT ASSETS
Cash	$	366,772
Due from affiliate		5,381
Prepaid Insurance		205,074

Total Current Assets		577,227

Cash Held in Trust account		106,114,011

TOTAL ASSETS	$	106,691,238

LIABILITIES AND SHAREHOLDER’S EQUITY

CURRENT LIABILITIES
Accounts Payable	$	750
Total Current Liabilities		750

Deferred Underwriter commissions		3,500,000
Fair value liability of Public Warrants		2,889,151
Fair value liability of Private Warrants		2,145,892
TOTAL LIABILITIES		8,535,793

COMMITMENTS AND CONTINGENCIES
Class A Common Stock at $10.10 per share, 10,506,002 shares at redemption value:	$	100,359,021

SHAREHOLDER’S EQUITY
Class A Common Stock: $0.0001 par value; 100,000,000 shares authorized, 0 shares issued and outstanding for the period end (excluding 10,506,002 shares subject to possible redemption)		-

Class B Common Stock: $0.0001 par value; 10,000,000 shares authorized, 2,975,000 shares issued and outstanding for the period end (including 100,000 representative shares).⁽¹⁾		298

Additional paid-in capital		(4,745,196	)

Accumulated Deficit		2,541,322

Total Shareholder’s Equity		(2,203,577	)

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	106,691,238

	For the three months ended September 30, 2021			From inception January 20, 2021 through September 30, 2021

Professional Fees	($290,757)			$	(366,510	)
General and Administrative		(133,290	)		(370,517	)
Total Expenses	($424,047)				(737,027	)
Gain on Warrant Fair Value Adjustment		1,007,008			3,274,957
Other Income		1,631			3,391
Net Income		584,592			2,541,321

Weighted average shares outstanding, basic and diluted		13,481,002			10,318,309	⁽¹⁾
Basic and diluted net loss per ordinary share		0.04		$	0.15

	Common Stock				Additional Paid-In			Accumulated		Total Stockholder’s
	Shares		Amount		Capital			Deficit		Equity
Balance January 20, 2021		—	$	—	$	—		$	—	$	—
Issuance of Class A common stock at $9.90 per share		-		-		-			—		-
Issuance of Class B common stock to Founders⁽¹⁾		2,875,000		288		24,712			—		25,000
Issuance of Class B Common to Representatives		100,000		10		990			—		1,000
Offering Costs		—		—		(4,910,297	)		—		(4,910,297	)
Sale of private placement units to sponsor		—		—		190,000			—		190,000
Net income				—		—			1,518,550		(1,518,550	)
Balance – March 31, 2021		3,075,000	$	298	$	(4,694,595	)	$	—	$	(3,175,747	)
Sale of private placement units				—		(50,600	)		—		(50,600	)
Net income				—		—			438,179		438,179
Balance – June 30, 2021		3,075,000	$	298	$	(4,745,195	)	$	1,956,729	$	(2,788,168	)
Net income				-		-			584,592		584,592
Balance – September 30, 2021		3,075,000	$	298	$	(4,745,195	)	$	2,541,322	$	(2,203,577	)

	For the Period from January 20, 2021 (inception) through September 30, 2021
Cash flows from Operating Activities:
Net Income	$	2,541,322
Adjustments to reconcile net income to net cash used in operations
Fair Value Adjustment of Public Warrants		(1,810,849	)
Fair Value Adjustment of Private Warrants		(1,464,108	)
Changes in operating assets and liabilities:
Due from affiliate		(5,381	)
Prepaid Insurance		(205,074	)
Accounts Payable		750
Net used in operating activities		(943,340	)

Cash Flows from Investing Activities
Investment of cash in Trust Account		(106,114,011	)

Cash Flows from Financing Activities:
Proceeds from initial stockholders		25,000
Proceeds from sale of Units, net underwriting discounts paid		103,549,123
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		107,424,123

Net Change in Cash		366,772
Cash – Beginning of period		—
Cash – Ending of period	$	366,772

	As of March 17, 2021
	As Previously Reported		Adjustments			As Adjusted

Class A Subject to Redemption	$	90,472,172	$	6,099,748		$	96,571,920

Class A common	$	70	$	(70	)	$	-

APIC	$	5,015,083	$	(6,099,678	)	$	(1,084,595	)

	As of March 31, 2021 (Unaudited)
	As Previously Reported		Adjustments			As Adjusted

Class A Subject to Redemption	$	90,472,172	$	6,099,748		$	96,571,920

Class A common	$	70	$	(70	)	$	-

APIC	$	5,015,083	$	(6,099,678	)	$	(1,084,595	)

	As of June 30, 2021 (Unaudited)
	As Previously Reported		Adjustments			As Adjusted

Class A Subject to Redemption	$	94,259,273	$	6,099,748		$	100,359,021

Class A common	$	70	$	(70	)	$	-

APIC	$	5,015,083	$	(6,099,678	)	$	(1,084,595	)

	As of September 30, 2021 (Unaudited)
	As Previously Reported		Adjustments			As Adjusted

Class A Subject to Redemption	$	94,259,273	$	6,099,748		$	100,359,021

Class A common	$	70	$	(70	)	$	-

APIC	$	5,015,083	$	(6,099,678	)	$	(1,084,595	)

Description	Level		September 30, 2021
Assets:
Marketable securities held in Trust Account		1	$	106,114,011

Liabilities:
Warrant Liability – Public Warrants		3		2,889,151
Warrant Liability – Private Warrants		3		2,145,892

	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		(1,464,108	)		(1,810,849	)		(3,274,957	)
Fair value as of September 30, 2021		2,145,892			2,889,151			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
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		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s quarterly report on Form 10-Q for the period ended September 30, 2021, formatted in Inline XBRL (included in Exhibit 101 attachments).

(1)	Previously filed as an exhibit to our Form S-1, dated February 2, 2021, as amended, and incorporated by reference herein.

(2)	Previously filed as an exhibit to our Current Report on Form 8-K filed on March 23, 2021, and incorporated by reference herein.

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/A 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.

(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.