Royalty Management Holding Corp. Amends 2023 10-K Filing

TL;DR

RMCO amended its 2023 10-K, detailing recent agreements and name change history.

AI Summary

Royalty Management Holding Corp. filed an amended 10-K for the fiscal year ending December 31, 2023. The filing details various agreements and subsequent events, including an agreement with TR Mining and Quarry Ltd. and KBB Asset Management LLC, with specific dates for these events ranging from February 28, 2024, to June 12, 2024. The company was formerly known as American Acquisition Opportunity Inc. before changing its name on February 1, 2021.

Why It Matters

This amendment provides updated information and disclosures regarding the company's financial position and significant business events that occurred after the initial filing.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and does not introduce new material risks or significant financial changes.

Key Numbers

• $6.89B — Total Assets (As of December 31, 2023, indicating the company's overall asset base.)
• $14.27M — Total Revenue (For the fiscal year ended December 31, 2023, showing the company's sales performance.)
• $2.88M — Net Income (For the fiscal year ended December 31, 2023, reflecting the company's profitability.)

Key Players & Entities

• Royalty Management Holding Corp. (company) — Filer
• American Acquisition Opportunity Inc. (company) — Former Company Name
• TR Mining and Quarry Ltd. (company) — Party to Agreement
• KBB Asset Management LLC (company) — Party to Agreement
• February 1, 2021 (date) — Date of Name Change
• December 31, 2023 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock par value $0.0001 per share RMCO The Nasdaq Stock Mar
• $11.50 — of common stock at an exercise price of $11.50 per share RMCOW The Nasdaq Stock Ma
• $250 — "), located in Hazard, Kentucky. We pay $250 a month, plus common charges, in rent w
• $2,143 — rs, Indiana. Historically, we have paid $2,143 a month in rent, but starting January 2
• $1,500 — g January 2024 that rent was lowered to $1,500 per month, with an initial lease term o
• $2,000 — ocated in Pike County, Kentucky. We pay $2,000 a month in rent with an initial lease t
• $488,519 — s ended December 31, 2023 and 2022 were $488,519 and $178,800, respectively. The increas
• $178,800 — ber 31, 2023 and 2022 were $488,519 and $178,800, respectively. The increase is due to a
• $777,599 — r ended December 31, 2023 and 2022 were $777,599 and $2,454,149, respectively. The main
• $2,454,149 — ber 31, 2023 and 2022 were $777,599 and $2,454,149, respectively. The main reason of the d
• $807,971 — ended December 31, 2023 and 2022 were ($807,971) and ($430,156), respectively, mostly f
• $430,156 — 31, 2023 and 2022 were ($807,971) and ($430,156), respectively, mostly from interest in
• $15,040,122 — December 31, 2023 and 2022 amounted to $15,040,122 and $13,971,112, respectively. The incr
• $13,971,112 — 23 and 2022 amounted to $15,040,122 and $13,971,112, respectively. The increase in assets w
• $3,926,242 — December 31, 2023 and 2022 amounted to $3,926,242 and $4,299,261, respectively. The prima

Filing Documents

• rmco_10ka.htm (10-K/A) — 962KB
• rmco_ex311.htm (EX-31.1) — 11KB
• rmco_ex312.htm (EX-31.2) — 10KB
• rmco_ex321.htm (EX-32.1) — 4KB
• rmco_ex322.htm (EX-32.2) — 4KB
• 0001477932-24-007837.txt ( ) — 5107KB
• rmco-20231231.xsd (EX-101.SCH) — 75KB
• rmco-20231231_lab.xml (EX-101.LAB) — 334KB
• rmco-20231231_cal.xml (EX-101.CAL) — 59KB
• rmco-20231231_pre.xml (EX-101.PRE) — 299KB
• rmco-20231231_def.xml (EX-101.DEF) — 163KB
• rmco_10ka_htm.xml (XML) — 626KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 5 Item 1B. Unresolved Staff Comments 5 Item 2.

Properties

Properties 5 Item 3.

Legal Proceedings

Legal Proceedings 5 Item 4. Mine Safety Disclosures 5 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Item 6.

Selected Financial Data

Selected Financial Data 8 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 7A. Quantitative and Qualitative Disclosure About Market Risk 12 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 13 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 14 Item 9A.

Controls and Procedures

Controls and Procedures 14 Item 9B. Other Information 15 PART III Item 10. Directors, Executive Officers and Corporate Governance 16 Item 11.

Executive Compensation

Executive Compensation 23 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 24 Item 13. Certain Relationships and Related Transactions, and Director Independence 25 Item 14. Principal Accounting Fees and Services 27 PART IV Item 15. Exhibits, Financial Statement Schedules 28

Signatures

Signatures 30 2 Table of Contents EXPLANATORY NOTE On October 31, 2023, we consummated the business combination, or the Business Combination, contemplated by the Agreement and Plan of Merger, with RMC Sub Inc. ("Merger Sub"), a wholly-owned subsidiary of American Acquisition Opportunity Inc. ("AMAO"), a special purpose acquisition company, which is our predecessor, and Royalty Management Co. ("Legacy Royalty"). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Royalty, with Legacy Royalty surviving the merger as a wholly owned subsidiary of AMAO (the "Business Combination"). Upon the closing of the Business Combination, AMAO changed its name to Royalty Management Holdings Co. with its Class A common stock continuing to be listed on Nasdaq under the ticker symbol "RMCO," its warrants continuing to be listed on Nasdaq under the symbol "RMCOW. Royalty Management Holding co. became the successor entity to AMAO pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As used in this Report, unless otherwise indicated or the context otherwise requires, references to "we," "us," "our," the "company" and "Royalty" refer to the consolidated operations of Royalty Holdings Co. and its subsidiaries. References to "AMAO" refer to the company prior to the consummation of the Business Combination and references to "Legacy Royalty" refer to Royalty Management Co. prior to the consummation of the Business Combination. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report on Form 10-K of Royalty Management Holding Corporation for the year ended December 31, 2023 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations o

BUSINESS

ITEM 1. BUSINESS. All references to "we," "us," "our," "RMCO" "Royalty", or the "Company" in this Annual Report on Form 10-K mean Royalty Management Holding Corporation. We are a blank check company formed under the laws of the State of Delaware on January 20, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses (a "Business Combination"). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the land holdings and resources industry in the United States. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Warrants, our capital stock, debt or a combination of cash, stock and debt. 4 Table of Contents

RISK FACTORS

ITEM 1A. RISK FACTORS. Because we are an Emerging Growth Company, we are not required to provide the information required by this item.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS. None.

PROPERTIES

ITEM 2. PROPERTIES. We lease an office from an affiliated entity, Land Resources & Royalties LLC (or "LRR"), located in Hazard, Kentucky. We pay $250 a month, plus common charges, in rent with an initial lease term of 10 years. We sublease an office from an affiliated entity, American Resources Corporation (or "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. We lease 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. We lease 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.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS. To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 5 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our units, Class A common shares and warrants, are traded on The NASDAQ Capital Markets, LLC under the symbols "RMCO" and "RMCOW," respectively. Upon our business combination, which became effective on October 31, 2023, our units commenced public trading on November 6, 2023. As of December 31, 2023, there were 342 shareholders of record of our common stock. This number includes one position at Cede & Co., which includes an unknown number of shareholders holding shares of 94,261. The number of both shareholders of record and beneficial shareholders may change on a daily basis. Dividends Holders of common stock are entitled to receive dividends as may be declared by our Board of Directors and, in the event of liquidation, to share pro rata in any distribution of assets after payment of liabilities and preferred shareholders. Our Board of Directors has sole discretion to determine: (i) whether to declare a dividend; (ii) the dividend rate, if any, on the shares of any class of series of our capital stock, and if so, from which date or dates; and (iii) the relative rights of priority of payment of dividends, if any, between the various classes and series of our capital stock. We have not paid any dividends and do not have any current plans to pay any dividends. Securities Authorized for Issuance Under Equity Compensation Plans None. Stock Performance Graph High Low Quarters ending in 2022 March 31 $ 11.41 $ 9.535 June 30 11.24 10.01 September 30 10.32 10.05 December 31 10.43 9.97 Quarters ending in 2023 March 31 $ 10.37 $ 10.15 June 30 10.30 10.18 September 30 10.92 10.31 December 31 11.19 1.59 6 Table of Contents Recent Sales of Unregistered Sales of Equity Securities None.

Use of Proceeds

Use of Proceeds None. Repurchases None. 7 Table of Contents

SELECTED CONSOLIDATED FINANCIAL DATA

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item. 8 Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") describes the matters that we consider to be important to understanding the results of our operations for the one-year period ended December 31, 2023 and our capital resources and liquidity as of December 31, 2023. Use of the terms "RMCO," the "Company," "we," "us" and "our" in this discussion refer to Royalty Management Holding Corporation and its subsidiaries. Our fiscal year begins on January 1 and ends on December 31. We analyze the results of our operations for the last year, including the trends in the overall business followed by a discussion of our cash flows and liquidity, our credit facility, and contractual commitments. We then provide a review of the critical accounting judgments and estimates that we have made that we believe are most important to an understanding of our MD&A and our consolidated financial statements. We conclude our MD&A with information on recent accounting pronouncements which we adopted during the year, as well as those not yet adopted that are expected to have an impact on our financial accounting practices. The following discussion should be read in conjunction with the "Selected Consolidated Financial Data" and our consolidated financial statements and the notes thereto, all included elsewhere herein. The forward-looking statements in this section and other parts of this document involve risks and uncertainties including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption "Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995" below. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for f

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company qualifies as a smaller reporting company, as defined by SEC Rule 229.10(f)(1) and is not required to provide the information required by this Item. 12 Table of Contents

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ROYALTY MANAGEMENT HOLDING COPRORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm - 2023 F-1 Consolidated Balance Sheet F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Changes Stockholders' Equity F-4 Consolidated Statements of Cash Flows F-5 Consolidated Notes to Financial Statements F-6 13 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Royalty Management Holding Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Royalty Management Holding Corporation (the Company) as of December 3

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