UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

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: 001-40233

ROYALTY MANAGEMENT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	86-1599759
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12115 Visionary Way, Suite 174

Fishers, Indiana 46038

(Address of principal executive offices) (Zip Code)

(317) 855-9926

(Registrant’s telephone number, including area code)

American Acquisition Opportunity Inc.

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

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☒
Non-accelerated Filer	☒

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 ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

	Trading	Name of each exchange on which
Title of each class	Symbol(s)	registered
Common stock par value $0.0001 per share	RMCO	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	RMCOW	The Nasdaq Stock Market LLC

As of December 4, 2024, 14,932,918 shares of common stock, par value $0.0001 per share were issued and outstanding.

EXPLANATORY NOTE

Royalty Management Holding Corporation is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (this “Form 10Q/A”) for the six-month period ended June 30, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2024 (the “Original Filing”), to restate certain information in the Company’s previously issued condensed consolidated financial statements and related disclosures for the three and six month period ended June 30, 2024. Concurrent with the filing of this Form 10-Q/A, the Company will be filing an amended Form 10-K for the year ended December 31, 2023 (originally filed with the SEC on April 16, 2024) and an amended Form 10-Q for the three-month period ended March 31, 2024 (originally filed with the SEC on May 24, 2024).

2

ROYALTY MANAGEMENT HOLDING CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Part I – Financial Information
	Item 1.	Interim Financial Statements
		Condensed Consolidated Balance Sheets (Unaudited)	6
		Condensed Consolidated Statements of Operation (Unaudited)	7
		Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	8
		Condensed Consolidated Statements of Cash Flows (Unaudited)	9
		Notes to Unaudited Condensed Consolidated Financial Statements	10
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
	Item 4.	Controls and Procedures	34
Part II – Other Information
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
	Item 6.	Exhibits	36
Part III – Signatures			37

3

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 final prospectus, dated October 26, 2023 (the “Prospectus”), 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.

4

These forward-looking statements are subject to numerous risks, including, without limitation, the following:

· expectations regarding Royalty’s 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;

· limited liquidity and trading of Royalty’s securities;

· geopolitical risk and changes in applicable laws or regulations;

· the possibility that Royalty may be adversely affected by other economic, business, and/or competitive factors;

· operational risk;

· 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;

· cybersecurity risk; and

· 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.

5

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

	June 30,		December 31,
	2024		2023
ASSETS
Cash and Cash Equivalents	$	39,133	$	195,486
Accounts Receivable		164,080		70,323
Prepaid Insurance		26,710		-
Interest Receivable		197,664		124,727
Fee Income Receivable		346,990		309,787
Rental Income Receivable		2,500		-
Total Current Assets		777,076		700,322
Investments in Corporations and LLCs		10,233,126		10,230,434
Convertible Notes Receivable		1,430,000		1,400,000
Notes Receivable		285,267		235,267
Intangible Assets, Net		1,876,322		1,904,745
Restricted Cash		186,825		176,800
Tools, Machinery & Equipment, Net		4,625		5,417
Operating Lease Right-Of-Use Assets, Net		371,523		387,138
TOTAL ASSETS	$	15,164,763	$	15,040,122
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts Payable – Related Party	$	381,243	$	381,243
Accounts Payable		102,930		96,071
Current Portion of Operating Lease Liabilities		32,066		26,527
Current Portion of Notes Payable		483,000		20,000
Deferred Income		17,643		17,643
Accrued Expenses		466,782		818,645
Total Current Liabilities		1,483,664		1,360,129
Notes Payable – Related Party, Net		-		1,681,755
Operating Lease Liabilities		341,265		359,738
Notes Payable, Net of Current Portion		1,067,098		250,000
Fair Value Liability of Public Warrants		92,453		157,584
Fair Value Liability of Private Warrants		-		117,036
TOTAL LIABILITIES		2,984,480		3,926,241
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS’ EQUITY
Preferred Stock: $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023		-		-
Common Stock: $0.0001 par value; 100,000,000 shares authorized, 14,954,504 and 14,270,761 shares issued and outstanding as of both June 30, 2024 and December 31, 2023, respectively		1,495		1,427
Additional Paid-In Capital		10,796,943		9,766,604
Retained Earnings		1,381,845		1,345,849
Total Stockholders’ Equity		12,180,284		11,113,880
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	15,164,763	$	15,040,122

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.

6

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

	For the three months ended June 30, 2024			For the three months ended June 30, 2023			For the six months ended June 30, 2024			For the six months ended June 30, 2023
Environmental Services	$	228,100		$	16,740		$	364,120		$	51,840
Fee Income		3,623			57,725			7,203			135,028
Rental Income		22,500			22,500			45,000			45,000
TOTAL REVENUE		254,223			96,965			416,323			231,868
Cost of Revenue		(13,380	)		(2,107	)		(16,072	)		(5,441	)
GROSS PROFIT		240,843			94,858			400,251			226,427
Intangibles Amortization Expense		(14,211	)		(16,846	)		(28,423	)		(33,693	)
Depreciation Expense		(396	)		(396	)		(793	)		(793	)
General and Administrative Expenses		(189,228	)		(143,067	)		(314,536	)		(286,393	)
Professional Fees		(171,906	)		(676	)		(177,601	)		(48,882	)
Total Operating Expenses		(375,742	)		(160,986	)		(521,352	)		(369,760	)
NET LOSS FROM OPERATIONS		(134,899	)		(66,129	)		(121,101	)		(143,333	)
OTHER INCOME (EXPENSE)
Interest Income		37,603			23,144			73,224			41,807
Income (Loss) from Investment		1,363			(1,579	)		2,692			(3,096	)
Gain on Warrant Fair Value Adjustment		21,012			-			182,167			-
Interest Expense		(42,839	)		(227,755	)		(100,986	)		(448,357	)
Total Other Income (Expense)		17,139			(206,190	)		157,097			(409,646	)
NET (LOSS) INCOME		(117,760	)		(272,319	)		35,996			(552,979	)
Weighted Average Shares Outstanding, Basic and Diluted		14,954,504			6,891,051			14,954,504			6,891,051
Basic and Diluted Net Income Per Ordinary Share	$	(0.01	)	$	(0.04	)	$	(0.00	)	$	(0.08	)

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements. 

7

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

UNAUDITED

							Additional			Retained Earnings			Total
	Common Stock						Paid-In			(Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit)			Equity
Balance December 31, 2022		6,890,281		$	68,903		$	12,369,697		$	(2,766,749	)	$	9,671,851
Shares Issued for Services		770			8			4,992						5,000
Net Loss											(280,660	)		(280,660	)
Balance March 31, 2023		6,891,051			68,911			12,374,690			(3,047,409	)		9,396,190
Warrants Issued with Convertible Notes								30,770						30,770
Net Loss											(272,319	)		(272,319	)
Balance June 30, 2023		6,891,051			68,911			12,405,460			(3,319,728	)		9,154,642
Balance December 31, 2023		14,270,761			1,427			9,766,604			1,345,849			11,113,880
Shares Issued for Purchase of Debt		233,334			23			349,977						350,000
Net Income											153,756			153,756
Balance March 31, 2024		14,504,095			1,450			10,116,580			1,499,605			11,617,636
Shares Issued for Purchase of Debt		460,000			46			689,954						690,000
Share Buyback		(9,591	)		(1	)		(9,592	)					(9,593	)
Net Loss											(117,760	)		(117,760	)
Balance June 30, 2024		14,954,504			1,495			10,796,943			1,381,845			12,180,284

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements. 

8

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	For the six months ending June 30,			For the six months ending June 30,
Cash flows from Operating Activities:	2024			2023
Net Income (Loss)	$	35,996		$	(552,979	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operations
Amortization of Debt Discount		-			(58,215	)
Amortization Expense of Right-of-Use Assets		2,682			(5,820	)
Amortization of Intangibles		28,423			33,693
Depreciation Expense		793			793
Issuance of Common Shares for Service		-			35,770
Fair Value Adjustment of Public Warrants		(65,131	)		-
Fair Value Adjustment of Private Warrants		(117,036	)		-
Changes in Operating Assets and Liabilities:
Accounts Receivable		(93,758	)		53,260
Prepaid Insurance		(26,710	)		-
Interest Receivable		(72,937	)		(39,927	)
Fee Income Receivable		(37,203	)		(165,028	)
Rental Income Receivable		(2,500	)		-
Accounts Payable		6,859			-
Accrued Expenses		(351,864	)		260,627
Net Cash Used in Operating Activities		(692,387	)		(437,827	)
Cash Flows from Investing Activities
Investments in Corporations and LLCs		-			3,096
Withdrawal from Corporations and LLCs		(2,692	)		-
Investments in Convertible Notes Receivable		(30,000	)		(550,000	)
Investments in Notes Receivable		(50,000	)		-
Net Cash Used in Investing Activities		(82,692	)		(546,904	)
Cash Flows from Financing Activities:
Shares Buyback		(9,592	)		-
Proceeds from Notes Payable		1,652,000			659,617
Payments on Notes Payable		(1,013,658	)		(12,000	)
Net Cash Provided by Financing Activities		628,750			647,617
Net Change in Cash		(146,328	)		(337,113	)
Cash – Beginning of Period		372,286			610,143
Cash – End of Period	$	225,958		$	273,030
Supplemental Information
Acquisition of Right-of-Use Assets for Lease Obligations		-			305,380
Shares Issued in Purchase of Debt		1,040,000			-
Cash Paid for Interest		-			-
Cash Paid for Taxes		-			-

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements. 

9

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 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”).  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 six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ended December 31, 2024. 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, 2023 as filed on April 16, 2024.

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.

10

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Net Income Per Share

The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings Per Share.” Earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. For the three and six month periods ended June 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.

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 $250,000. As of June 30, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Restricted Cash

At June 30, 2024 and December 31, 2023, RMC has $186,825 and $176,800, respectively, in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC.

The following table sets forth a reconciliation of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance for the periods ended June 30, 2024 and December 31, 2023.

	June 30,		December 31,
	2024		2023
Cash and Cash Equivalents	$	39,133	$	195,486
Restricted Cash		186,825		176,800
Total Cash, Cash Equivalents, and Restricted Cash	$	225,958	$	372,286

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, rental income, convertible notes, and notes receivable.

Allowance for credit losses as of June 30, 2024 and December 31, 2023 amounted to $0 for both periods.

11

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 $6.50 per share.

Amortization expense of the debt discount for the convertible debt was $0 and $116,727, which was included in interest expense on the condensed consolidated statements of operations for the three-months ended June 30, 2024 and 2023, respectively.

Amortization expense of the debt discount for the convertible debt was $0 and $232,172, which was included in interest expense on the condensed consolidated statements of operations for the six-months ended June 30, 2024 and 2023, respectively.

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 June 30, 2024, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa.

Deferred revenue of $17,643 is recorded at both periods ended June 30, 2024 and 2023. This deferred revenue consists of an agreement with McCoy Elkhorn Coal LLC (“McCoy”). None of this deferred revenue was recognized during the three or six months ended September 30, 2024. It is expected that this will be recorded in the fourth quarter of 2024.

The following table disaggregates our revenue by major service line for the three months ended:

	June 30,		June 30,
	2024		2023
Environmental Services	$	228,100	$	16,740
Fee Income		3,623		57,725
Rental Income		22,500		22,500
Total Revenue		254,223		96,965
Investment Income		125		489
Notes Receivable Interest Income		37,478		22,655
Income (Loss) from Investment		1,363		(1,579	)
Total Investment Income		38,966		21,565

The following table disaggregates our revenue by major service line for the six months ended:

	June 30,		June 30,
	2024		2023
Environmental Services	$	364,120	$	51,840
Fee Income		7,203		135,028
Rental Income		45,000		45,000
Total Revenue		416,323		231,868
Investment Income		287		1,880
Notes Receivable Interest Income		72,937		39,927
Income (Loss) from Investment		2,692		(3,096	)
Total Investment Income		75,916		38,711

12

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.

13

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 tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. 

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. As of the six-month period ended June 30, 2024, the Company recognized 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 and six month periods ending June 30, 2024 and 2023.

14

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recently Issued Accounting Pronouncements

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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.  

ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.  ASU 2023-07 allows for early adoption and requires retrospective adoption.  The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2024.  The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only.

In December of 2023, FASB issued ASU No. 2023-09, “Income Taxes (740): Improvements to Income Tax Disclosures” ASU 2023-09.  Under ASU 2023-09, a public entity will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, such as if the effect of the reconciling item is equal to or greater than five percent of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate.  Entities would also have to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid, along with income/loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state, and foreign.  ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.  ASU 2023-09 allows for early adoption for annual financial statements that have not yet been issued and allows retrospective and prospective adoption.  The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2025.  The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only.

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.

15

NOTE 3 – INVESTMENTS IN CORPORATIONS AND LLCS

Investments in corporations and limited liability companies as of June 30, 2024 and December 31, 2023 consisted of the following:

	June 30, 2024		December 31, 2023
FUB Mineral LLC	$	609,421	$	606,729
Ferrox Holdings Ltd.		9,623,705		9,623,705
Total Investments in Corporations and LLCs	$	10,233,126	$	10,230,434

FUB Mineral LLC

On October 1, 2021, the Company made an investment into FUB Mineral LLC (FUB) in the amount of $250,000 in exchange 38.45% of the membership interest. As such, the investment in FUB will be accounted for using the equity method of accounting. On February 1, 2022, the Company invested an additional $200,000 into FUB through the purchase of debt held in that entity, resulting in the current Company’s ownership of 41.75% of FUB. The Company recorded passthrough income of $1,363 and loss of $1,579, for the three-month periods ended June 30, 2024 and 2023, respectively. The Company recorded passthrough income of $2,692 and loss of $3,096, for the six-month periods ended June 30, 2024 and 2023, respectively.

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 95,000,000 Class A Common Stock of Ferrox Holdings Ltd. (“Ferrox”) that was owned by Maxpro. RMC has a 9.9% ownership interest in Ferrox. As such, the investment in Ferrox will be accounted for using the cost method of accounting. The consideration paid to Maxpro for those shares was the sum of 627,806 shares of common stock of the Company.

NOTE 4 – CONVERTIBLE NOTES RECEIVABLE

Convertible notes receivable as of June 30, 2024 and December 31, 2023 consisted of the following:

	June 30, 2024		December 31, 2023
Heart Water Inc.	$	750,000	$	750,000
Ferrox Holdings Ltd		250,000		250,000
Advanced Magnetic Lab, Inc.		430,000		400,000
Total Convertible Notes Receivable	$	1,430,000	$	1,400,000

Heart Water Inc.

On December 2, 2022, the Company advanced $100,000 to Heart Water Inc. (HW) in exchange for an Unsecured Convertible Promissory Note issued to the Company. The Unsecured Convertible Promissory Note carries an 8.0% annual interest rate and is unsecured and has no guarantees. The HW Convertible Promissory Note converts into HW common stock at a price equal to 80% of the price per share paid by the investors in the next round of HW financing. The maturity date of the HW Convertible Promissory Notes is October 6, 2028. Concurrently, the Company and HW entered into an agreement whereby the Company has the ability to invest in certain development projects of HW in exchange for a per-gallon of water payment from the water that is captured and sold from the project. An additional $650,000 was advanced in exchange for Convertible Promissory Notes during 2023.

Ferrox Holdings Ltd.

In March 2022 and September 2022, the Company made a series of investments totaling $250,000 into convertible debt of Ferrox.  The convertible debt holds a 7.0% annual interest rate, compounded annually, and is convertible into common stock of Ferrox at $0.15 per share.  The convertible debt is unsecured and has no guarantees.  As part of its investment in the convertible debt of Ferrox, the Company also received an additional 833,335 common shares of Ferrox at the time of investment.

16

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 $250,000.  Additional Convertible Promissory Notes were subsequently issued by AML to the Company in the amount of $50,000 each on February 21, 2023, March 20, 2023, and May 5, 2023.  Additional Convertible Promissory Notes were issued in the amount of $15,000 each on March 20, 2024 and June 11, 2024. The Convertible Promissory Notes carry a 10.0% annual interest rate, compounded monthly, and has the ability to convert into common stock of AML at a rate of $1.50 per share, or repaid at maturity, which is twenty-four months after issuance.  The Convertible Promissory Notes are unsecured and have no guarantees.  Concurrently, the Company and AML entered into a royalty agreement whereby the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed by AML from the use of the proceeds from the Convertible Promissory Notes.

NOTE 5 – NOTES RECEIVABLE

Notes receivable as of June 30, 2024 and December 31, 2023 consisted of the following:

	June 30, 2024		December 31, 2023
McCoy Elkhorn Coal LLC	$	135,267	$	135,267
American Resources Corporation Note		100,000		100,000
T. R. Mining & Equipment Ltd.		50,000		-
Total Notes Receivable	$	285,267	$	235,267

McCoy Elkhorn Coal LLC

On May 20, 2022, the Company entered into an agreement to fund the development of a series of coal mines located in Pike County, Kentucky in exchange for a promissory note to repay the Company its capital invested, plus interest, and then an ongoing overriding royalty from coal sold from the mines.  $117,623 plus interest of $17,643 has been funded by the Company under this contract thus far.  The operator of the property is a related entity and is described more in Note 12, Related Party Transactions.

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 $184,663 and the Company has since paid $100,000 of that amount so far on behalf of American Resources Corporation.  A note payable between the Company and American Resources Corporation was created to reflect the assumption by the Company of these payments and the note pays interest of 7.0% interest rate, compounded quarterly, and matures on July 31, 2024.  There are no collateral or guarantees. The operator of the technology is a related entity and is described more in Note 12, Related Party Transactions.

T. R. Mining & Equipment Ltd.

On February 2, 2024, February 29, 2024, April 4, 2024, May 7, 2024, and June 14, 2024, the Company invested the amount of $10,000 each into T.R. Mining & Equipment Ltd. in the form of Promissory Notes and a royalty payable to the Company on all products and materials sold from the permit over the life of the permitted resource.  The Promissory Notes hold a 10.0% annual interest rate, compounded monthly, and matures on December 31, 2025. The Royalty Agreement provides the Company with a perpetual royalty of 10.0% of all sales of ores that are mined and sold from the permitted resource. The operator is a related entity and is described more in Note 12, Related Party Transactions.

17

NOTE 6 – INTANGIBLE ASSETS

Intangible assets as of June 30, 2024 and December 31, 2023 consisted of the following:

	June 30, 2024			December 31, 2023
Mining Permit Package	$	68,739		$	68,739
MC Mining		149,150			149,150
Coking Coal Leasing LLC		1,540,331			1,540,331
RMC Environmental Services LLC		225,000			225,000
Less: Accumulated Amortization		(106,898	)		(78,475	)
Total Intangible Assets	$	1,876,322		$	1,904,745

Amortization Expense Intangibles was $14,211 and $16,846 for the three-month periods ended June 30, 2024 and 2023, respectively. It was $28,423 and $33,693 for the six-month periods ended June 30, 2024 and 2023, respectively.

18

NOTE 6 – INTANGIBLE ASSETS (cont.)

Land Betterment Exchange (LBX)

The Company is the holder of 250,000 LBX Tokens.  The Company purchased the LBX Tokens for the consideration of $2,000,000 of Round A Convertible Debt and 76,924 Warrant “A-2” issued to an affiliated party.  The token issuance process is undertaken by a related party, Land Betterment Corporation, and is predicated on proactive environmental stewardship and regulatory bond releases.  As of June 30, 2022, there is no market for the LBX Token and therefore the purchase price of $8 per token has been assigned for fair value. The consideration issued for the 250,000 tokens was in the form of a $2,000,000 convertible note.  Due to the lack of market or independent market level transactions, the value assigned to the LBX Token of $0 as of June 30, 2024. The intangible will be treated as an indefinite lived asset. Pursuant to ASC 350-30-35-20, “Intangibles – Goodwill and Other” subsequent re-evaluation of the assigned value is not permitted. However, this does not prohibit the Company from recognizing effects of future transactions of the LBX token should they occur.  

Mining Permit Package

On January 3, 2022, the Company entered into an agreement with a Kentucky licensed engineer to create three coal mining permits for the total payment of $75,000, payable in equal weekly installments over the course of 36 weeks. The permits will be held in the name of American Resources Corporation, a related party, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit. The intangible will be amortized over its initial 10 year contract period.

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 $2,500 per month and the consideration paid by the Company to the seller was a total of $149,150, which represents $60,000 in cash to be paid to the seller in the form of 80% of the monthly rental income until the cash consideration is paid in full, plus the issuance of $89,150 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded. The intangible will be amortized over its initial 30 year contract period.

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 236,974 shares of its Class A Common Stock to ENCECo, Inc. for the purchase of the assets and interests in CCL. As part of this transaction, the Company, through CCL, purchased a contract to manage the electrical power account for a coal mining complex located in Perry County, Kentucky. The fee for managing this contract payable to the Company is $5,000 per month. The intangible will be treated as an indefinite lived asset as the ongoing monthly fees will continue as long as the permits remain.

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 $225,000 for the rights to operate this business. The intangible will be amortized over its initial 5 year contract period.

As of June 30, 2024, future amortization expenses are as follows:

2025	56,846
2026	56,846
2027	64,346
2028	11,846
2029 and Thereafter	146,109
	335,991

19

NOTE 7 – 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 and six month periods ending June 30, 2024 and 2023, respectively.

Costs related to maintenance and repairs which do not prolong the asset’s useful life are expensed as incurred.

At June 30, 2024 and December 31, 2023, property and equipment were comprised of the following:

	June 30, 2024			December 31, 2023
Tools, Machinery & Equipment	$	7,928		$	7,928
Less: Accumulated Depreciation		(3,303	)		(2,511	)
Total Property and Equipment, Net	$	4,625		$	5,417

Depreciation expense amounted to $396 for both the three-month periods ended June 30, 2024, and 2023, respectively. It was $793 for both the six-month periods ended June 30, 2024 and 2023, respectively.

The estimated useful lives are as follows:

Tools, Machinery & Equipment 5 Years

NOTE 8 – LEASES

The operating right-of-use assets (“ROU”) 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 5 to 21 years.

The Company leases an office from an affiliated entity, Land Resources & Royalties (“LRR”), located in Hazard, Kentucky. We pay $250 a month, plus common charges, in rent with an initial lease term of 10 years.

The Company subleases an office from an affiliated entity, American Resources Corporation (“ARC”), located in Fishers, Indiana. Historically we have paid $2,143 a month in rent, but starting January 2024 that rent was lowered to $1,500 per month, with an initial lease term of 10 years.

The Company leases land from an affiliated entity, LRR, located in Pike County, Kentucky. We pay $2,000 a month in rent with an initial lease term of 21 years.

The Company leases land from an affiliated entity, LRR, located in Hamilton County, Indiana. We pay a minimum of $2,000 a month in rent or 20% of the immediately prior month’s total monthly gross revenues from the lessee’s operations. The initial lease term is 5 years.

20

NOTE 8 – LEASES (cont.)

As of June 30, 2024 and 2023 right of use assets and liabilities were comprised of the following:

	June 30, 2024			December 31, 2023
Assets:
ROU Assets	$	421,550		$	421,550
Accumulated Amortization		(50,027	)		(34,412	)
ROU Assets, Net		371,522			387,138
Liabilities
Current:
Operating Lease Liabilities	$	32,066			26,527
Non-Current
Operating Lease Liabilities		341,265		$	359,738

		For the Three Months Ended June 30,
	Expense Classification	2024		2023
Operating Lease Expenses:
Amortization of ROU Assets	General and Administrative	$	7,830	$	7,499
Accretion of Operating Lease Liabilities	General and Administrative		9,552		9,883
Total Operating Lease Expenses		$	17,382	$	17,382

		For the Six Months Ended June 30,
	Expense Classification	2024		2023
Operating Lease Expenses:
Amortization of ROU Assets	General and Administrative	$	15,615	$	14,766
Accretion of Operating Lease Liabilities	General and Administrative		19,149		19,998
Total Operating Lease Expenses		$	34,764	$	34,764

NOTE 8 – LEASES (cont.)

Other information related to leases is as follows:

	As of			As of
	June 30,			December 31,
	2024			2023
Weighted-Average Remaining Lease Term: Operating Leases (in years)		3.07			3.13
Weighted-Average Discount Rate: Operating Leases		10.00	%		10.00	%

As of June 30, 2024, remaining maturities of lease liabilities were as follows:

2025	54,492
2026	69,492
2027	81,492
2028	45,492
2029 and Thereafter	440,468
Total Lease Payment	691,436
Less Imputed Interest	(318,105	)
Present Value of Lease Liabilities	373,331

21

NOTE 9 – NOTE PAYABLE – RELATED PARTY

As of June 30, 2024 and December 31, 2023, the amount outstanding of non-convertible Note Payable to related parties amount to:

	June 30, 2024		December 31, 2023
Gross Principal Value of Note Payable – Related Party	$	-	$	1,681,755
Unamortized Loan Discounts		-		-
Total Note Payable – Related Party, Net	$	-	$	1,681,755

As of first quarter 2024, this note will no longer be required to be classified as related party. At the effective date of our business combination on October 31, 2023, the Manager of Westside Advisors LLC was no longer an officer of the Company.

NOTE 10 – NOTES PAYABLE

As of June 30, 2024 and December 31, 2023, notes payable amounted to:

	June 30, 2024		December 31, 2023
Notes Payable – Round A – Westside Advisors	$	1,010,098	$	-
Notes Payable – Round B		307,000		250,000
MC Mining		8,000		20,000
T Sauve		150,000		-
White River Holdings Consultant		75,000		-
Total Notes Payable	$	1,550,098	$	270,000

As of June 30, 2024, remaining maturities of notes payable were as follows:

2025	483,000
2026	1,067,098
	1,550,098

22

Notes Payable – Round A – Westside Advisors

The note payable bears a 10.0% annual interest rate, compounded calendar quarterly. Accrued interest of 22,924 and $310,507 was recorded at June 30, 2024 and December 31, 2023, respectively. The note was due two years from the date of issuance but was extended until June 30, 2026.

Notes Payable – Round B

These notes bear a 10% annual interest rate, compounded calendar quarterly. Accrued interest of $20,122 and $5,712 was recorded at June 30, 2024 and December 31, 2023, respectively. The notes issued under Round B are due two years from the date of issuance. Due dates range from October 2025 through March 2026.

MC Mining

On April 1, 2022, the Company purchased the rights to receive rental income from a related party from property located in Pike County, Kentucky.  The rental income is $2,500 per month and the consideration paid by the Company to the seller was a total of $149,150, which represents $60,000 in cash to be paid to the seller in the form of 80% of the monthly rental income until the cash consideration is paid in full, plus the issuance of $89,150 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded. Of the $60,000 in cash to be paid to the seller, $8,000 and $20,000 is outstanding at June 30, 2024 and December 31, 2023, respectively. There is no interest due on the unpaid portion of the monthly rental income.

T Sauve Note Payable

On January 1, 2024, the Company created a promissory note due to Thomas M. Sauve, CEO for 2023 salary that was previously accrued and unpaid at December 31, 2023. This note bears interest of 5.13% annual rate, compounded calendar monthly on the outstanding note amount. Accrued interest of $3,878 and $0 was recorded at June 30, 2024 and December 31, 2023, respectively. The note shall be repaid in full by January 1, 2025.

White River Holdings Consultant Note Payable

On January 1, 2024, the Company created a promissory note due to White River Holdings, a consultant, for 2023 fees that were previously accrued and unpaid at December 31, 2023. This note bears interest of 5.13% annual rate, compounded monthly on the outstanding note amount. Accrued interest of $1,939 and $0 was recorded at June 30, 2024 and December 31, 2023, respectively. The note shall be repaid in full by January 1, 2025.

NOTE 11 – STOCKHOLDERS’ EQUITY

Preferred Stock - The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At June 30, 2024 and December 31, 2023, there were 14,954,504 and 14,270,761, respectively shares of Class A common stock issued and outstanding. On April 13, 2024, the Company’s board of directors unanimously voted to approve a discretionary stock repurchase program. Under the program, the Company may purchase up to $2,000,000 of its Class A common stock over the next 24 months, as market conditions warrant. The shares may be repurchased in the open market or in privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion.

23

NOTE 12 – 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 Class A 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. The contract called for cost plus 12.5% margin.

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.

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 $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-7.”  On October 31, 2023, as part of the Business Combination, the notes and warrants held by First Frontier Capital LLC were converted into Class A Common Stock of the Company.

T.R. Mining & Equipment Ltd.

The Company may at times enter into agreements with T. R. Mining & Equipment Ltd., an entity owned 51% by a subsidiary of American Resources Corporation.

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 $10,000 per month for these services. At the date of the business combination, the services agreement terminated. As of June 30, 2024 and December 31, 2023, $120,000 is accrued and owed under this agreement.

Promissory Note — Related Party

On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $800,000 to cover expenses related to Initial Public Offering pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022. From inception to date, $485,900 was advanced and repaid. As of June 30, 2024 and December 31, 2023, $261,243 is outstanding for both periods.

24

NOTE 13 – 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 Class A 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 Class A 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 Class A common stock upon exercise of a warrant unless the Class A 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.

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

● at a price of $0.01 per warrant;

● 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, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

25

NOTE 13 – WARRANTS (cont.)

 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A 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 $9.20 per Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

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 Class A 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.

26

NOTE 13 – WARRANTS (cont.)

The Company uses the black Scholes option pricing model to value its warrants and options.  The significant inputs are as follows:

	2024			2023
Expected Dividend Yield		0.00	%		0.0	%
Expected volatility		60.00	%		1.55	%
Risk-Free Rate		5.15	%		4.27	%
Expected life of warrants		1.25			1.72

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Public Warrants	Warrants		Exercise Price		Life in Years		Value
Outstanding December 31, 2023		5,252,990	$	-		4.83	$	157,584
Exercisable (Vested) - December 31, 2023		5,252,990	$	-		4.83	$	157,584
Outstanding March 31, 2024		5,252,990	$	-		4.58	$	113,465
Exercisable (Vested) - March 31, 2024		5,252,990	$	-		4.58	$	113,465
Outstanding June 30, 2024		5,252,990	$	-		4.33	$	92,453
Exercisable (Vested) - June 30, 2024		5,252,990	$	-		4.33	$	92,453

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Private Warrants	Warrants		Exercise Price		Life in Years		Value
Outstanding December 31, 2023		3,901,201	$	0.03		4.83	$	117,036
Exercisable (Vested) - December 31, 2023		3,901,201	$	0.03		4.83	$	117,036

Outstanding March 31, 2024	3,901,201	$	0.03	4.58	$	0
Exercisable (Vested) - March 31, 2024	3,901,201	$	0.03	4.58	$	0

Outstanding June 30, 2024	3,901,201	$	0.03	4.33	$	0
Exercisable (Vested) - June 30, 2024	3,901,201	$	0.03	4.33	$	0

27

NOTE 14 – 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 250,000 LBX Tokens which were initially recorded at their purchase price of $8 per token.  During 2022, the value of the LBX Tokens were written to $0 to reflect that there was no market for the tokens.  No cash consideration was given but a convertible note in the amount of $2,000,000 and 76,924 warrants (Warrant “A-2”) were issued to Westside Advisors LLC.  The note remains outstanding, and the warrants were converted into shares of the Company as part of the Business Combination on October 31, 2023. The balance is $0 and $1,681,755 at June 30, 2024 and December 31, 2023, respectively.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		June 30, 2024		December 31, 2023
Liabilities:
Warrant Liability – Public Warrants		3		92,453		157,584
Warrant Liability – Private Warrants		3		-		117,036

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying June 30, 2024 and December 31, 2023 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. 

28

NOTE 14 – 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, 2023	$	101,431	$	110,182	$	211,613
Change in Valuation Inputs or Other Assumptions		15,605		47,402		63,007
Fair Value as of December 31, 2023		117,036		157,584		274,620

	Private Placement			Public			Warrant Liabilities
Fair Value as of January 1, 2024	$	117,036		$	157,584		$	274,620
Change in Valuation Inputs or Other Assumptions		(117,036	)		(65,131	)		(182,167	)
Fair Value as of June 30, 2024		0			92,453			92,453

29

NOTE 15 – 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 16 – SUBSEQUENT EVENTS

On August 30, 2024, the Company amended and restated its Certificate of Incorporation to designate 5,000,000 shares of the Preferred Stock as a newly-designed Series A Preferred Stock. Series A Preferred Stock will has a $1.00 par value, while the remainder of preferred stock will remain at $0.0001.

On September 10, 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. The Company also received assignment of Class B units in ANU resulting from a previously-executed Equity Award Agreement dated June 10, 2024, whereby ANU issued to eko 6,100 Class B Units.

The Company paid $100,000 to ANU, which thereby relieved eko from having to pay this amount to ANU. As a result of this consideration paid, eko assigned and set over to RMC 20.0% of the Pod Royalty sales (resulting from the Commercialization Agreement), and 20.0% of the Class B Units (from the Equity Award Agreement, which equates to 1,220 units). The intangible will be treated as an indefinite lived asset as the ongoing revenue sharing and royalty rights will remain in place as long as these contracts remain in place.

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 $200,000. As of September 30, 2023, $25,000 has been invoiced and paid.

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 5% of the gross sales from the PGM Technology, occurring until RMC receives royalty payments amounting to the service fee, and then a 1.5% royalty occurring through the remainder of the royalty term. The intangible will be treated as an indefinite lived asset as the ongoing royalty rights will remain in place indefinitely.

On October 16, 2024, a former board member of RMC agreed to convert his $30,000 of accrued board compensation from the periods of 2022 and 2023 into 30,000 shares of the Series A Preferred Stock.

30

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”).  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.

31

Results of Operations

Our total operating revenues for the three and six months ended June 30, 2024, were $254,223 and 416,323, respectively and $96,965 and $231,868, respectively for the three and six months ended June 30, 2023. The increase was primarily due to an increase in RMC Environmental Services additional volume.

Our total cost of revenues for the three and six months ended June 30, 2024, were $13,380 and 16,072, respectively and $2,107 and $5,441, respectively for the three and six months ended June 30, 2023. The increase was primarily due to an increase in RMC Environmental Services additional volume.

Our total operating expenses for the three and six months ended June 30, 2024, were $375,742 and 521,352, respectively and $160,986 and $369,760, respectively for the three and six months ended June 30, 2023. The increase was primarily due to higher professional fees.

Total other income and expenses for the three and six months ended June 30, 2024, $17,139 and 157,097 of other income, respectively and $206,190 and $409,646 of other expenses, respectively for the three and six months ended June 30, 2023. The primary reasons for the increase were due to a positive gain on warrant fair value adjustment and less interest expense due to convertible debt being converted at time of business combination.

Total net income (loss) for the three and six months ended June 30, 2024, $117,760 of net loss and $35,996 of net income, respectively and $272,319 and $552,979 of net losses, respectively for the three and six months ended June 30, 2023.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows in the short- and long-term to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, other commitments and contractual obligations. We consider liquidity in terms of cash flows from operations and other sources, including availability under our credit facility, and their sufficiency to fund our operating and investing activities. Historically, we have financed our operations and acquisitions from a combination of cash generated from operations and periodic borrowings under the convertible note as well as non-convertible note offerings. Our primary cash needs are for day-to- day operations, to fund working capital requirements, to fund our growth strategy, including acquisitions, and to pay interest and principal on our indebtedness.  Royalty currently has no contractual and other arrangement cash requirements. We do not expect any issue with liquidity in the next 12 months.     

In connection with the completion of the Business Combination, as a result of the redemption of 253,807 shares of American Acquisition Opportunity Class A Common Stock, we only received $986,617 in proceeds from the trust account prior to expense at the Closing. Our ability to raise additional funds will depend on financial, economic and other factors, many of which are beyond its control. Royalty cannot be certain that additional funding will be available on acceptable terms, or at all. Royalty has limited committed sources of additional capital and if it is unable to raise additional capital in sufficient amounts or on terms acceptable to it, it may have to significantly delay, scale back or discontinue its intended growth.

Capital Resources. Currently we have no commitments to utilize cash on hand other than investments that have already been completed. Our acquisition strategy and our interest expense in particular may require that we seek additional sources of equity or debt financing in future periods.

Class A Common Stock. The Company is able to issue shares of Royalty Class A Common Stock for investments as well as services.  As of June 30, 2024 and December 31, 2023 the Company has issued 14,954,504 and 14,270,761, respectively shares of Royalty Class A Common Stock for execution of Royalty’s business plan and services. 

32

Royalty’s ability to raise funds through the sale of equity capital is likely to be impacted by the significant number of shares of Class A Common Stock that were issued in the Business Combination.  While our Class A Common Stock is listed for trading on the Nasdaq Capital Market, it is fairly thinly traded. Future sales of shares that have been registered may result in downward pressure on the stock price, thereby making it more difficult for us to raise additional equity capital without resulting in dilution to our existing stockholders.

Convertible Notes.  The Company has historically raised funds primarily through the issuance of convertible notes. The notes carried an interest rate of 10% and offered a conversion feature to common equity at $6.50 for each share.  The Company may in the future utilize this structure to raise additional capital. All convertible notes were converted at the time of business combination, therefore the outstanding balance of the convertibles notes amounted to $0 at June 30, 2024 and December 31, 2023.

Warrants. As of June 30, 2024, there are a total of 9,154,191 outstanding Warrants to purchase shares of our Class A Common Stock, each with a per share exercise price of $11.50.  Upon exercise of any Warrants, we would receive the exercise price.  The likelihood that holders of Warrants will exercise any Warrants is dependent upon the trading price of the Class A Common Stock. Until such time as the stock price for our Class A Common Stock exceeds $11.50, we do not anticipate there will be any exercises of the Warrants.  As such, we do not consider the Warrants for purposes of budgeting our sources of cash.

At June 30, 2024, cash and cash equivalents totaled $39,133.

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. We have identified the following critical accounting policies:

Common Stock Subject to Possible Redemption

We account for our common stock subject to possible conversion in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets.

33

Net Loss Per Common Share

We apply the two-class method in calculating loss per share. Common stock subject to possible redemption which is not currently redeemable and is not redeemable at fair value, has been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net loss is adjusted for the portion of loss that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.

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.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed financial statements.

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.

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 June 30, 2024, 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 June 30, 2024, 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 2024 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.

34

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Our Private Warrants are accounted for as liabilities and the changes in value of our Private Warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC issued SEC Statement, wherein the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our warrants, and pursuant to the guidance in ASC 815, Derivatives and Hedging, determined the Private Warrants should be classified as derivative liabilities measured at fair value on our balance sheet, with any changes in fair value to be reported each period in earnings on our statement of operations.

As a result of the recurring fair value measurement, our financial statements may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our Private Warrants each reporting period and that the amount of such gains or losses could be material.

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.

35

Item 6. Exhibits

The following exhibits are filed herewith:

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
21.1	List of Subsidiaries of Registrant
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 June 30, 2024, 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 5, 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.

36

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:	December 4, 2024
By:	/s/ Kirk P. Taylor
Name:	Kirk P. Taylor
Title:	Chief Financial Officer
Date:	December 4, 2024

37