Royalty Management Holding Corp 10-Q for FY2025 Q1
Royalty Management Holding Corp (RMCO)
About this 10-Q
Royalty Management Holding Corp filed this 10-Q on May 14, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $923.22K
- up 469.5% from $162.1K a year earlier
- Net loss
- $58.76K
- compared with net income of $153.76K a year earlier
- Diluted EPS
- $0.00
- compared with $0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission file number:
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(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Smaller reporting company | |
Accelerated filer | ☐ | Emerging growth company | |
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 14, 2025,
ROYALTY MANAGEMENT HOLDING CORPORATION
FORM 10-Q
TABLE OF CONTENTS
Part I – Financial Information |
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| Item 1. | Interim Financial Statements |
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| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) |
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| Notes to Unaudited Condensed Consolidated Financial Statements |
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy, plans and prospects, existing and prospective products, research and development costs, timing and likelihood of success, and plans and objectives of management for future operations and results, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described in the section titled “Risk Factors” in the 2024 10-K, filed March 28, 2025, and as further updated in this Report under Part II. Item 1A. “Risk Factors,” and in our other filings with the SEC, that may cause our actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking statements.
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| Table of Contents |
These forward-looking statements are subject to numerous risks, including, without limitation, the following:
| · | expectations regarding Royalty Management Holding Corporation strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Royalty’s ability to invest in growth initiatives and pursue acquisition opportunities; |
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| · | limited liquidity and trading of Royalty’s securities; |
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| · | geopolitical risk and changes in applicable laws or regulations; |
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| · | the possibility that Royalty may be adversely affected by other economic, business, and/or competitive factors; |
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| · | operational risk; |
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| · | risk that a health crisis and/or pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on our business operations, as well as our financial condition and results of operations; |
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| · | cybersecurity risk; and |
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| · | litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Royalty’s resources. |
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.
You should read this Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Where You Can Find More Information
All reports we file with the SEC are available for download free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC’s website at www.sec.gov. We also make electronic copies of our reports available for download, free of charge, through our website at https://www.royaltymgmtcorp.com/ as soon as reasonably practicable after filing such material with the SEC. Information contained on our website is not part of this Report.
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| Table of Contents |
ROYALTY MANAGEMENT HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
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ASSETS |
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Cash |
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Accounts Receivable |
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Prepaid Insurance |
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Interest Receivable |
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Fee Income Receivable |
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Total Current Assets |
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Investments in Corporations and LLCs |
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Convertible Notes Receivable |
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Notes Receivable |
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Due from Related Party |
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Intangible Assets, Net |
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Restricted Cash |
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Tools, Machinery & Equipment, Net |
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Operating Lease Right-Of-Use Assets, Net |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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LIABILITIES |
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Accounts Payable – Related Party |
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Accounts Payable |
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Due to Related Party |
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Current Portion of Operating Lease Liabilities |
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Notes Payable |
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Accrued Expenses |
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Total Current Liabilities |
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Operating Lease Liabilities, Net of Current Portion |
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Fair Value Liability of Public Warrants |
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Fair Value Liability of Private Warrants |
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TOTAL LIABILITIES |
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COMMITMENTS AND CONTINGENCIES (Note 14) |
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STOCKHOLDERS’ EQUITY |
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Preferred Stock: $ |
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Preferred Stock: $ |
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Common Stock: $ |
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Treasury Stock: $ |
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Additional Paid-In Capital |
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Retained Earnings |
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Total Stockholders’ Equity |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.
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| Table of Contents |
ROYALTY MANAGEMENT HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
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| For the Three Months Ended March 31, 2025 |
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Environmental Services |
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Fee Income |
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Rental Income |
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TOTAL REVENUE |
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Cost of Revenue |
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GROSS PROFIT |
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Intangibles Amortization Expense |
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Depreciation Expense |
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General and Administrative Expenses |
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Professional Fees |
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Total Operating Expenses |
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NET (LOSS) INCOME FROM OPERATIONS |
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OTHER INCOME (EXPENSE) |
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Interest Income |
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Income From Investment |
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Gain on Warrant Fair Value Adjustment |
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Interest Expense |
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Total Other Income |
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NET (LOSS) INCOME |
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Weighted Average Shares Outstanding, Basic and Diluted |
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Basic and Diluted Net Income Per Ordinary Share |
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The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.
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| Table of Contents |
ROYALTY MANAGEMENT HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
UNAUDITED
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Balance December 31, 2023 |
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Shares Issued for Purchase of Debt |
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Net Income |
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Balance March 31, 2024 |
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Balance December 31, 2024 |
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Shares Issued for Purchase of Debt |
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Shares Issued for Services |
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Share Buyback |
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Stock Compensation - Warrants |
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Preferred Stock – Stock Dividends |
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Net Loss |
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Balance March 31, 2025 |
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The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.
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| Table of Contents |
ROYALTY MANAGEMENT HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
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Cash Flows from Operating Activities: |
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Net (Loss) Income |
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Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operations |
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Amortization Expense of Operating Lease Right-of-Use Assets |
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Amortization of Intangibles |
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Depreciation Expense |
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Issuance of Common Shares for Service |
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Issuance of Preferred Shares for Service |
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Stock Compensation - Warrants |
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Fair Value Adjustment of Public Warrants |
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Fair Value Adjustment of Private Warrants |
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Changes in Operating Assets and Liabilities: |
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Accounts Receivable |
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Prepaid Insurance |
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Interest Receivable |
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Fee Income Receivable |
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Accounts Payable – Related Party |
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Accounts Payable |
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Due to Related Party |
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Accrued Expenses |
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Net Cash Used in Operating Activities |
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Cash Flows from Investing Activities |
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Investments in Corporations and LLCs |
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Investments in Convertible Notes Receivable |
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Investments in Notes Receivable |
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Net Cash Used in Investing Activities |
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Cash Flows from Financing Activities: |
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Preferred Shares Issued for Purchase of Debt |
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Common Shares Repurchased |
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Payments on Notes Payable |
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Proceeds from Notes Payable |
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Net Cash Provided by Financing Activities |
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Net Change in Cash |
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Cash – Beginning of Period |
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Cash – Ending of Period |
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Supplemental Information |
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Reclassification of Debt from Related to Non-Related Party |
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Cash Paid for Interest |
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Cash Paid for Taxes |
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The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.
| 8 |
| Table of Contents |
ROYALTY MANAGEMENT HOLDING CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
NOTE 1 - NATURE OF OPERATIONS
American Acquisition Opportunity Inc was a blank check company organized on January 20, 2021 under the laws of the State of Delaware and effectuated its Business Combination with Royalty Management Corporation (“RMC”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”). On March 20, 2025, the Company changed its state of incorporation from the State of Delaware to State of Florida. The Company’s business model is to invest or purchase assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets. These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements of RMHC and its subsidiaries have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ended December 31, 2025. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2024 as filed on March 28, 2025.
The Company’s financial statements subsidiaries include the accounts of the Company and the merged corporation RMC, and RMC’s wholly owned subsidiary RMC Environmental Services LLC “RMC ES”) All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Earnings Per Share
The Company’s basic earnings per share (“EPS”) amounts have been computed based on the average number of shares of common stock outstanding for the period and include the effect of any participating securities as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock warrants, if inclusion of these items is dilutive.
Related Party Policies
In accordance with ASC 850, “Related Parties” are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding. Transactions with related parties are reviewed and approved by the Board of Directors of the Company, as per internal policies.
Cash Equivalents and Concentration of Cash Balance
The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed the federally insured limit of $
Restricted Cash
At March 31, 2025 and December 31, 2024, RMC has $
The following table sets forth a reconciliation of cash and restricted cash reported in the condensed consolidated balance sheet for the periods ended March 31, 2025 and December 31, 2024.
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| March 31, |
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| December 31, |
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| 2025 |
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| 2024 |
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Cash and Cash Equivalents |
| $ |
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| $ |
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Restricted Cash |
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Total Cash, Cash Equivalents, and Restricted Cash presented in the Statement of Cash Flows |
| $ |
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| $ |
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Allowance for Credit Losses
In June 2016, FASB issued guidance ASC 326, “Credit Losses” which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in ASC 326 were trade accounts receivable and other accounts receivable, including interest, fees, convertible notes, and notes receivable.
Allowance for credit losses as of March 31, 2025 and December 31, 2024 amounted to $
Property and Equipment
The Company records property and equipment at cost. For tools, machinery & equipment, depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows expected to be generated by the related assets. If these assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets.
There was no impairment loss recognized during the three-month periods ending March 31, 2025 and 2024, respectively.
Costs related to maintenance and repairs which do not prolong the asset’s useful life are expensed as incurred.
The estimated useful lives are as follows:
Tools, Machinery & Equipment |
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Leases
The operating right-of-use assets (“ROU Asset”) is the Company’s right to use an asset over the life of a lease. The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received. The Company leases certain land and office space under noncancelable operating leases, typically with initial terms of
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Beneficial Conversion Features of Convertible Securities
Conversion options that are not bifurcated as a derivative pursuant to ASC 815, “Derivatives and Hedging” and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20, “Debt with Conversion and Other Options” applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. In addition, our convertible debt issuances contain conversion terms that may change upon the occurrence of a future event, such as antidilution adjustment provisions. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. The conversion feature is linked to the Company’s own equity value, therefore there is no requirement to quantify the beneficial conversion feature.
All convertible notes outstanding were converted at the date of Business Combination. Principal and accrued interest were converted into common shares at $
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, “Revenue Recognition” from services provided when (a) persuasive evidence that an agreement exists; (b) the products or services has been delivered or completed; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured.
Our revenue is comprised of the performance of environmental services and royalty and lease revenue governed by the underlying contracts. The Company only has one reportable revenue segment. As of March 31, 2025, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa.
Deferred revenue of $
The following table disaggregates our revenue by major service line for the three months ended:
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| March 31, |
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| March 31, |
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| 2025 |
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| 2024 |
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Environmental Services |
| $ |
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| $ |
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Fee Income |
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Rental Income |
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Total Revenue |
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Interest Income from Interest Bearing Accounts |
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Notes Receivable Interest Income |
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Income from Investment |
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liability
The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Stock-based Compensation
Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award (generally 0 to 3 years) using the straight-line method.
On December 17, 2024, the Board of Directors approved compensation to each Director in the amount of
Black-Scholes requires a number of assumptions, of which the most significant are expected volatility, expected option term (the time from the grant date until the options are exercised or expire) and risk-free rate. Expected volatility is determined using the historical volatility for the Company. The risk-free interest rate is based on the yield of US treasury government bonds with a remaining term equal to the expected life of the option. Expected dividend yield is zero because the Company has never paid cash dividends on common shares.
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Income Taxes
The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized.
The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those
The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company has recognized any interest and penalties related to any uncertain tax positions through its income tax expense.
The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future.
The Company expects to file U.S. federal and various state income tax returns. The Company was formed in 2021 and has filed all required tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.
The provision for income taxes was deemed to be de minimis for the three-month periods ending March 31, 2025 and 2024.
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
New Accounting Pronouncements
Management has determined that the impact of the following recent FASB pronouncements will not have a material impact on the financial statements.
In November of 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (280): Improvements to Reportable Segment Disclosures” ASU 2023-07. ASU 2023-07 increases the disclosures about a public entity’s reportable segments. Under ASU 2023-07, a public entity would be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, annual disclosures about a reportable segment’s profit or loss and assets required by 280 in interim periods, any additional measures of a segment’s profit or loss used by the CODM to allocate resources, and the title and position of the CODM.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires enhanced annual disclosures with respect to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-07 on its consolidated financial statements and the related disclosures.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
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NOTE 3 – INVESTMENTS IN CORPORATIONS AND LLCS
Investments in corporations and limited liability companies as of March 31, 2025 and December 31, 2024 consisted of the following:
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| March 31, 2025 |
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| December 31, 2024 |
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FUB Mineral LLC |
| $ |
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| $ |
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Ferrox Holdings Ltd. |
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Total Investments in Corporations and LLCs |
| $ |
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| $ |
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FUB Mineral LLC
On October 1, 2021, the Company made an investment into FUB Mineral LLC (FUB) in the amount of $
Ferrox Holdings Ltd.
On December 23, 2022, the Company entered into an agreement with Maxpro Invest Holdings Inc. ("Maxpro") to purchase from Maxpro the sum of
NOTE 4 – CONVERTIBLE NOTES RECEIVABLE
Convertible notes receivable as of March 31, 2025 and December 31, 2024 consisted of the following:
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| March 31, 2025 |
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| December 31, 2024 |
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Heart Water Inc. |
| $ |
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| $ |
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Ferrox Holdings Ltd |
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Advanced Magnetic Lab, Inc. |
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Total Convertible Notes Receivable |
| $ |
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| $ |
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Heart Water Inc.
On December 2, 2022, the Company advanced $
Ferrox Holdings Ltd.
In March 2022 and September 2022, the Company made a series of investments totaling $
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NOTE 4 – CONVERTIBLE NOTES RECEIVABLE (cont.)
Advanced Magnetic Lab, Inc.
On December 21, 2022, Advanced Magnetic Lab, Inc. (“AML”) issued a Convertible Promissory Note to the Company in the amount of $
NOTE 5 – NOTES RECEIVABLE
Notes receivable as of March 31, 2025 and December 31, 2024 consisted of the following:
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| March 31, 2025 |
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| December 31, 2024 |
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American Resources Corporation |
| $ |
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| $ |
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T. R. Mining & Equipment Ltd. |
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Total Notes Receivable |
| $ |
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| $ |
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American Resources Corporation
On July 31, 2022, the Company purchased certain payments that are owed to Texas Tech University (“TTU”) from American Resources Corporation for the agreement to participate in sponsored research services performed by TTU and agreed to assume responsibility for those payments. The payments that were due to TTU amounted to $
T. R. Mining & Equipment Ltd.
On February 2, 2024 and February 29, 2024, April 4, 2024, May 7, 2024, and June 14, 2024, the Company invested the amount of $
NOTE 6 – INTANGIBLE ASSETS
Intangible assets as of March 31, 2025 and December 31, 2024 consisted of the following:
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| March 31, 2025 |
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| December 31, 2024 |
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Mining Permit Package |
| $ |
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| $ |
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MC Mining |
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Coking Coal Leasing LLC |
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RMC Environmental Services LLC |
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Heliponix LLC |
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Reelement Technologies Corporation |
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Less: Accumulated Amortization |
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Total Intangible Assets |
| $ |
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| $ |
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Amortization expense – Intangible Assets totaled $
Land Betterment Exchange (LBX)
The Company is the holder of
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NOTE 6 – INTANGIBLE ASSETS (cont.)
Mining Permit Package
On January 3, 2022,
MC Mining
On April 1, 2022, the Company purchased the rights to receive rental income from property located in Pike County, Kentucky. The rental income is $
Coking Coal Leasing LLC
On April 15, 2022, the Company entered into a purchase agreement with ENCECo, Inc., (“ENCECo”) the sole owner and member of Coking Coal Leasing LLC (“CCL”), whereby the Company issued
RMC Environmental Services LLC
On August 17, 2022, the Company formed RMC Environmental Services LLC (“RMC ES”) as a wholly owned subsidiary of the Company for the purpose of purchasing certain rights to operate a clean fill landfill located in Hamilton County, Indiana that pays RMC ES for each load of clean fill material that is disposed on, or removed from, the landfill. The consideration paid by the Company was $
Heliponix LLC
On September 9, 2024, the Company entered into a royalty and unit purchase agreement and assignment agreement with eko Solutions LLC (“eko”) that provided the Company with certain royalty rights originating from a Commercialization Agreement that was previously signed between Heliponix LLC (“ANU”) and eko on June 18, 2024, which granted to eko revenue sharing and royalty rights to seed pod sales produced by ANU.
Reelement Technologies Corporation
On September 12, 2024, the Company into a Technology Development Services Agreement with ReElement Technologies Corporation (“ReElement”) whereby the Company will pay for certain research and development by ReElement to produce technologies related to the purification and separation of platinum group metals, gold, and silver from ore bodies and recycled products (the “PGM Technology”). The maximum total fees to be paid by RMC in connection with each of the deliverables and the services is an agreed-to-amount of up to $
Concurrently, on September 12, 2024, the Company also entered into a Royalty Agreement with ReElement whereby RMC shall receive a royalty from the gross sales resulting from the use or license of the PGM Technology that is developed from the Technology Development Services Agreement. This royalty is equal to
As of March 31, 2025, future amortization expenses are as follows:
Remainder of 2025 |
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2027 |
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2028 |
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2029 |
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2030 and Thereafter |
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NOTE 7 – PROPERTY AND EQUIPMENT
At March 31, 2025 and December 31, 2024, property and equipment were comprised of the following:
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| March 31, 2025 |
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| December 31, 2024 |
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Tools, Machinery & Equipment |
| $ |
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| $ |
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Less: Accumulated Depreciation |
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Total Property and Equipment, Net |
| $ |
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| $ |
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Depreciation expense amounted to $
NOTE 8 – LEASES
The Company leases an office from an affiliated entity, Land Resources & Royalties (“LRR”), located in Hazard, Kentucky. We pay $
The Company subleases an office from an affiliated entity, American Resources Corporation (“ARC”), located in Fishers, Indiana. Historically we have paid $
The Company leases land from an affiliated entity, LRR, located in Pike County, Kentucky. We pay $
The Company leases land from an affiliated entity, LRR, located in Hamilton County, Indiana. We pay a minimum of $
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NOTE 8 – LEASES (cont.)
At March 31, 2025 and December 31, 2024, right of use assets and liabilities were comprised of the following:
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| December 31, 2024 |
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Assets: |
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ROU Assets |
| $ |
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| $ |
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Accumulated Amortization |
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ROU Assets, Net |
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Liabilities |
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Current: |
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Operating Lease Liabilities |
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Non-Current |
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Operating Lease Liabilities |
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| 2025 |
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| 2024 |
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Operating Lease Expenses: |
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Amortization of ROU Assets |
| General and Administrative |
| $ |
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| $ |
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Accretion of Operating Lease Liabilities |
| General and Administrative |
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Total Operating Lease Expenses |
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Other information related to leases is as follows: |
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Weighted-Average Remaining Lease Term: Operating Leases (in Years) |
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Weighted-Average Discount Rate: Operating Leases |
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NOTE 8 – LEASES (cont.)
As of March 31, 2025, remaining maturities of lease liabilities were as follows:
Remainder of 2025 |
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2026 |
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2027 |
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2028 |
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2029 |
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2029 and Thereafter |
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Total Lease Payments |
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Less Imputed Interest |
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Present Value of Lease Liabilities |
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NOTE 9 – NOTES PAYABLE
As of March 31, 2025 and December 31, 2024, notes payable amounted to:
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| March 31, 2025 |
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| December 31, 2024 |
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Notes Payable – Round B |
| $ |
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Total Notes Payable |
| $ |
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| $ |
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As of March 31, 2025, remaining maturities of notes payable were as follows:
Remainder of 2025 |
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Notes Payable – Round B
These notes bear a
NOTE 10 – STOCKHOLDERS’ EQUITY
Preferred Stock - The Company is authorized to issue
Common Stock - The Company is authorized to issue
Stock-based Compensation - Effective December 17, 2024, the Board of Directors of the Company adopted a board compensation plan. The plan provides for the allocation and issuance of stock warrants to directors of the Company for annual compensation for their services on the Company’s Board of Directors.
Total stock-based compensation expense for warrants to directors was $
As of March 31, 2025 and December 31, 2024, the Company has $
The following table summarizes the activity of our stock warrants for the periods ended March 31, 2025 and December 31, 2024:
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| Exercise Price |
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Outstanding December 31, 2024 |
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Granted |
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| - |
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| - |
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Forfeited or Expired |
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| - |
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| - |
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| - |
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| - |
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Exercised |
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| - |
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| - |
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| - |
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| - |
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Outstanding March 31, 2025 |
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Exercisable (Vested) – March 31, 2025 |
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NOTE 11 – RELATED PARTY TRANSACTIONS
Land Resources & Royalties LLC & Wabash Enterprises LLC
The Company may at times in the future lease property from Land Resources & Royalties LLC (“LRR”) and enter into various other agreements with LRR and/or its parent company, Wabash Enterprises LLC, an entity managed by Thomas Sauve and which Kirk Taylor is part beneficial owner. Furthermore, on October 31, 2023, as part of the Business Combination, Wabash Enterprises LLC and LRR became an owner of Common Stock of the Company and several leases and agreements exist between LRR and the Company, for which LRR receives income.
Land Betterment Corporation
The Company may at times in the future enter into agreements with Land Betterment Corporation, an entity in which Kirk Taylor is a director, President and Chief Financial Officer and Thomas Sauve who is a director and Chief Development Officer. The Company has entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel.
American Resources Corporation
The Company may at times enter into agreements with American Resources Corporation (“ARC”) and its subsidiaries and affiliates, including McCoy Elkhorn Coal LLC and Perry County Resources LLC, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.
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NOTE 11 – RELATED PARTY TRANSACTIONS (cont.)
First Frontier Capital LLC
The Company may at times enter into financing agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer and Chairman of the Company. On February 1, 2022, First Frontier Capital LLC invested $
T.R. Mining & Equipment Ltd.
The Company may at times enter into agreements with T. R. Mining & Equipment Ltd., an entity that has provided American Resources Corporation with certain sales rights.
Administrative Services Arrangement
The Company’s Sponsor agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company agreed to pay the Sponsor $
Promissory Note — Related Party
On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $
NOTE 12 – WARRANTS
Upon the Company initial capitalization, private warrants were issued to its founding investors. Upon the Company’s initial public offering, public warrants were issued to the participating investors. Details of each are below.
Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a common stock upon exercise of a warrant unless the common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
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NOTE 12 – WARRANTS (cont.)
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
· | in whole and not in part; |
· | at a price of $ |
· | upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and |
· | if, and only if, |
In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $
The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
| 24 |
| Table of Contents |
NOTE 12 – WARRANTS (cont.)
The Company uses the black Scholes option pricing model to value its warrants and options. The significant inputs are as follows:
|
| March 31, 2025 |
|
| December 31, 2024 |
| ||
Expected Dividend Yield |
|
| % |
|
| % | ||
Expected volatility |
|
| % |
|
| % | ||
Risk-Free Rate |
|
| % |
|
| % | ||
Expected life of warrants |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| Weighted |
|
|
|
| ||||
|
|
|
|
| Weighted |
|
| Average |
|
| Aggregate |
| ||||
|
| Number of |
|
| Average |
|
| Contractual |
|
| Intrinsic |
| ||||
Public Warrants |
| Warrants |
|
| Exercise Price |
|
| Life in Years |
|
| Value |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Outstanding December 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Exercisable (Vested) - December 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding March 31, 2025 |
|
|
|
| $ | - |
|
|
|
|
| $ |
| |||
Exercisable (Vested) - March 31, 2025 |
|
|
|
| $ | - |
|
|
|
|
| $ |
| |||
|
|
|
|
|
| Weighted |
|
|
| |||||||
|
|
|
| Weighted |
|
| Average |
|
| Aggregate |
| |||||
|
| Number of |
|
| Average |
|
| Contractual |
|
| Intrinsic |
| ||||
Private Warrants |
| Warrants |
|
| Exercise Price |
|
| Life in Years |
|
| Value |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Outstanding December 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Exercisable (Vested) - December 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding March 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Exercisable (Vested) - March 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
| 25 |
| Table of Contents |
NOTE 13 – FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:
| Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2:
| Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
On October 18, 2021, the Company acquired
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description |
| Level |
|
| March 31, 2025 |
|
| December 31, 2024 |
| |||
Liabilities: |
|
|
|
|
|
|
|
|
| |||
Warrant Liability – Public Warrants |
|
| 3 |
|
|
|
|
|
|
| ||
The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying March 31, 2025 and December 31, 2024 consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.
The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.
| 26 |
| Table of Contents |
NOTE 13 – FAIR VALUE MEASUREMENTS (cont.)
The following tables present the changes in the fair value of warrant liabilities:
|
| Private Placement |
|
| Public |
|
| Warrant Liabilities |
| |||
Fair Value as of January 1, 2024 |
| $ |
|
| $ |
|
| $ |
| |||
Change in Valuation Inputs or Other Assumptions |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Fair Value as of December 31, 2024 |
|
|
|
|
|
|
|
|
| |||
|
| Private Placement |
|
| Public |
|
| Warrant Liabilities |
| |||
Fair Value as of January 1, 2025 |
| $ |
|
| $ |
|
| $ |
| |||
Change in Valuation Inputs or Other Assumptions |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Fair Value as of March 31, 2025 |
|
|
|
|
|
|
|
|
| |||
| 27 |
| Table of Contents |
NOTE 14 – COMMITMENTS AND CONTINGENCIES
In the course of normal operations, the Company is involved in various claims and litigation that management intends to defend. The range of loss, if any, from potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of matters will not have a material adverse impact on the Company’s business or financial position.
Right of First Refusal
For a period beginning on March 21, 2021 and ending 24 months from the closing of a business combination, we have granted the Representative a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.
NOTE 15: SEGMENT REPORT
The Company operates and evaluates its business as a single reportable segment. This segment invests or purchases assets that have near and medium-term income potential to provide the Company with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets. This single segment is identified because it engages in business activities in which it generates revenues and expenses, its performance is reviewed by the Company’s Chief Executive Officer who is the chief operating decision maker (“CODM”), and it has distinct financial information available. The CODM assesses performance of the reportable segment and decides how to allocate resources based on consolidated net income, which is also reported on the consolidated statements of operations. The CODM uses this information to compare actual results against expectations in assessing the performance of the segment. The Company’s long-lived assets and its revenues are located in the United States. The accounting policies of the reportable segment are the same as those described in Note 2. The total segment assets are the same as the consolidated total assets reported on the consolidated balance sheets. Refer to the consolidated statements of operations for the details of this reportable segment.
NOTE 16 – SUBSEQUENT EVENTS
On April 1, 2025,
On April 16, 2025, the Company invested an additional $
On May 1, 2025,
| 28 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Royalty Management Holding Corporation References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “shall,” “should,” “would and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
American Acquisition Opportunity Inc was a blank check company organized on January 20, 2021 under the laws of the State of Delaware and effectuated its combination with Royalty Management Corporation (“RMC”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”). On March 20, 2025, the Company changed its state of incorporation from the State of Delaware to State of Florida. The Company’s business model is to invest or purchase assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets. These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies.
| 29 |
| Table of Contents |
Results of Operations
Our total operating revenues for the three months ended March 31, 2025 and 2024, were $923,223 and $162,100, respectively. The increase was primarily due to a new contractor services agreement signed by RMC Environmental Services with a new customer for environmental services personnel.
Our total cost of revenues for the three months ended March 31, 2025 and 2024, were $669,900 and $2,693, respectively. The increase is due to the contract with RMC Environmental services mentioned above.
Total operating expenses for the three months ended March 31, 2025 and 2024, were $364,533 and $145,609, respectively. The increase was due to an increase in general and administrative expenses and professional fees. The increase to both is due to timing of audit and public company expenses.
Total other income and expenses for the three months ended March 31, 2025 and 2024, $52,455 and $139,958 of other income, respectively. The primary reasons for the decrease were due to a smaller gain on warrant fair value adjustment.
Total net income (loss) for the three months ended March 31, 2025 and 2024, $58,755 of net loss and $153,756 of net income, respectively.
Liquidity and Capital Resources
The Company’s primary use of positive cash flow has been to fund corporate holding and public company costs. As of March 31, 2025, the Company had retained earnings of $1,172,833. The Company has limited financial resources. As of March 31, 2025, the Company has positive working capital of $126,669, a cash balance of $132,539 and positive total cash flow of $18,401. Management believes that the Company has sufficient liquidity to meet its obligations through the twelve months. In order to execute on its investment and growth plans, the Company will likely be required to raise additional proceeds, through the issuance of equity or debt securities. See Note 9 to the Company’s consolidated financial statements for more information on its Debt Facilities.
| 30 |
| Table of Contents |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments, and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Please refer to the Critical Accounting Policies and Estimates of the 2024 10-K as filed on March 28, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Because we are a smaller reporting company, we are not required to include any disclosure under this item.
| 31 |
| Table of Contents |
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. GAAP.
With respect to the period ending March 31, 2025, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.
Based upon our evaluation regarding the period ending March 31, 2025, the Company’s management, including its Chief Executive Office and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s insufficient number of staff performing accounting and reporting functions. Through the review process, management believes that the financial statements and other information presented herewith are materially correct.
The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2025 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 32 |
| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Because we are an Emerging Growth Company, we are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Default upon Senior Securities
None.
Item 4. Mine Safety Disclosures
N/A
Item 5. Other Information
None.
| 33 |
| Table of Contents |
Item 6. Exhibits
The following exhibits are filed herewith:
No. | Description of Exhibit | |
| ||
| ||
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 March 31, 2025, formatted in Inline XBRL (included in Exhibit 101 attachments). |
________
* Filed herewith
** Furnished herewith
(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. |
| 34 |
| Table of Contents |
PART III – SIGNATURES
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Royalty Management Holding Corporation | ||
|
|
|
|
By: | /s/ Thomas M. Sauve | ||
| Name: | Thomas M. Sauve |
|
| Title: | Chief Executive Officer |
|
| Date: | May 14, 2025 |
|
|
|
|
|
| By: | /s/ Amanda Kruse |
|
| Name: | Amanda Kruse |
|
| Title: | Chief Financial Officer |
|
| Date: | May 14, 2025 |
|
| 35 |
EXHIBIT 21.1
| Entity Name |
| Domestic Jurisdiction |
| Royalty Management Corporation |
| Indiana |
| RMC Environmental Services LLC |
| Indiana |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Certification of Principal Executive Officer
I, Thomas M. Sauve, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Royalty Management Holding Corporation; |
|
|
|
| 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 |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| (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. |
| Date: May 14, 2025 |
|
|
|
|
| ROYALTY MANAGEMENT HOLDING CORPORATION |
|
|
|
|
| /s/: Thomas M. Sauve |
|
| Thomas M. Sauve, |
|
| Chief Executive Officer |
|
| Principal Executive Officer |
|
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Certification of Principal Financial Officer and
Principal Accounting Officer
I, Amanda Kruse, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Royalty Management Holding Corporation; |
|
|
|
| 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 |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| (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. |
| Date: May 14, 2025 |
|
|
|
|
| ROYALTY MANAGEMENT HOLDING CORPORATION |
|
|
|
|
| /s/: Amanda Kruse |
|
| Amanda Kruse, |
|
| Chief Financial Officer |
|
| Principal Financial Officer |
|
| Principal Accounting Officer |
|
EXHIBIT 32.1
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Royalty Management Holding Corporation, (the “Company”) on Form 10-Q for the period ending March 31, 2025 to be filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Thomas M. Sauve, Principal Executive Officer of the Company, certify, to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
|
| (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. |
It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.
| ROYALTY MANAGEMENT HOLDING CORPORATION |
|
|
|
|
| /s/: Thomas M. Sauve |
|
| Thomas M. Sauve, |
|
| Chief Executive Officer |
|
| Principal Executive Officer |
|
|
|
|
| May 14, 2025 |
|
EXHIBIT 32.2
Certification of Principal Financial Officer
and Principal Accounting Officer
Pursuant to 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Royalty Management Holding Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2025 to be filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Amanda Kruse, Principal Financial Officer and Principal Accounting Officer of the Company, certify, to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
|
| (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. |
It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.
| ROYALTY MANAGEMENT HOLDING CORPORATION |
|
|
|
|
| /s/: Amanda Kruse |
|
| Amanda Kruse, |
|
| Chief Financial Officer |
|
| Principal Financial Officer |
|
| Principal Accounting Officer |
|
|
|
|
| May 14, 2025 |
|