RMCO 10-K & 10-Q changes, risk factors and insider trading

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, 20242025 and our capital resources and liquidity as of December 31, 2024.2025. Use of the terms “RMCO,RMHC,” 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.

We arewere a blank check company incorporated in Delaware on January 20, 2021, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement units, our shares, debt or a combination of cash, shares and debt. We effectuated our business combination with Royalty Management Corporation (“RMC”) on October 31, 2023. On March 20, 2025 we changed our state of incorporation from the State of Delaware to State of Florida.

Revenues for the years ended December 31, 20242025 and 20232024 were $807,089$4,949,916 and $488,520,$807,089, respectively. The increase is due to increased volume for our environmental services subsidiary. There was a new contract services agreement signed effective February 1, 2025. This new contract significantly increased the revenue for this subsidiary.

Total cost of revenues for the year ended December 31, 20242025 and 20232024 were $22,699$4,145,139 and $16,594,$22,699, respectively. The increase is due to increased volume for our environmental services subsidiary. The significant increase in expense is also due to the new contract services agreement signed effective February 1, 2025.

Total Operating Expenses for the year ended December 31, 20242025 and 20232024 were $1,096,748$1,098,394 and $777,600,$1,096,748, respectively. The main reason for the increase to operatingOperating expenses wereremained duestabled toduring additionalthese publictwo company listing fees in addition to professional fees to keep the company compliant.years.

Total Assets as of December 31, 20242025 and 20232024 amounted to $15,040,664$16,652,523 and $15,040,123,$15,040,664, respectively. The increase in assets was primarily due to an increase in accounts andreceivable interestassociated receivables.with the new contract services agreement.

Total Liabilities as of December 31, 20242025 and 20232024 amounted to $1,414,940$2,966,716 and $3,926,243,$1,414,940, respectively. The primary driver for the decreaseincrease in liability balanceliabilities was theprimarily conversions of accrued wages and notes payabledue to preferredan stockincrease shares.in Seeaccounts Note 12 for additional information.payable.

The Company’s primary use of positive cash flow has been to fund corporate holding and public company costs. As of December 31, 2024,2025, the Company had retained earnings of $1,231,588.$504,698. The Company has limited financial resources. As of December 31, 2024,2025, the Company had apositive working capital deficit of $236,740,$264,585, a cash balance of $114,138$133,064 and total positive cash flow fromfor operationsthe year totaling $690,443. Management believes that the Company has sufficient liquidity to meet its obligations through at least the first quarter of 2026.$18,926. In order to execute on its investment and growth plans, the Company will likely be required to raise additional proceeds, through the issuance of equity or debt securities. SeeWhile Notewe 11anticipate generating sufficient cash from operations to themeet Company’sour consolidatedobligations financialand statementsplans, forif morenecessary, informationwe oncan itsreduce Debtinvestment Facilities.expenditures or seek alternative financing to enhance our liquidity position.

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 business combination, the services agreement terminated. As of the year ended December 31, 2024, $120,000, is accrued and owed under this agreement. On March 1, 2025, the Company and American Resources Corporation (“ARC”) negotiated the settlement of $381,243 which includes $120,000 for the Administrative Services Arrangement and $261,243 for the Promissory Note – Related Party. In this settlement, the Company issued ARC 381,243 shares of Series A Preferred Stock in the Company.

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 31, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”). On March 20, 2025, the Company changed its state of incorporation from the State of Delaware to State of Florida. The Company’s business model is to invest or purchase assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets. These assets typically are natural resources assets (including real estateland and mining permits), patents, intellectual property, and emerging technologies.

Our total operating revenues for the three and six months ended MarchJune 31,30, 20262026, were $1,831,814 and 2025,$3,467,969, were $1,636,154respectively, and $923,223,$1,327,181 respectively.and $2,250,405, respectively for the three and six months ended June 30, 2025. The increase is due to increased volume for our environmental services subsidiary. There was a new contract services agreement signed by RMC Environmental Services effective February 1, 2025. This new contract significantly increased the revenue for this subsidiary.

TotalOur total operating expenses for the three and six months ended MarchJune 31,30, 20262026, were $243,502 and 2025,$539,017, were $295,514respectively and $364,534,$273,334 respectively.and $642,554, respectively for the three and six months ended June 30, 2025. The decrease was due to a decrease in general and administrative expenses.expenses in both three and six month periods.

Total other income and expenses for the three months ended MarchJune 31,30, 2026 and 2025, $565,550were other income of $465,844 and other expenses of $1,381, respectively. Total other expenses and $52,456income for the six months ended June 30, 2026 and 2025, were other expenses of $99,706 and other income,income of $51,075, respectively. The primary reasons for the decreasefluctuations were due to agains largeand losslosses on warrant fair value adjustment.

The Company’s primary use of positive cash flow has been to fund corporate holding and public company costs. As of MarchJune 31,30, 2026, the Company has positive working capital of $459,982,$646,236, a cash balance of $343,949$275,916 and positive total cash flow of $210,885.$124,052. Despite recurring losses, management believes that the Company has sufficient liquidity to meet its obligations through the twelve months. In order to execute on its investment and growth plans, the Company will likely be required to raise additional proceeds, through the issuance of equity or debt securities. While we anticipate generating sufficient cash flow from operations to meet our obligations and plans, if necessary, we can reduce investment expenditures or seek alternative financing to enhance our liquidity position.

We paid dividends totaling $37,852$37,898 on JanuaryApril 10, 2026 ($0.0025 per share) for the Company’s fourthfirst quarter 20252026 dividend payment (for the three months ended DecemberMarch 31, 20252026). On January 30, 2025, our Board of Directors authorized the Company to pay a $0.01 per share dividend for the next four calendar quarters starting on June 30, 2025 and ending on June 30, 2026. On March 27, 2026 the Board authorized the Company to continue the quarterly dividend for the periods June 30, 2026 and ending on June 30, 2027, and may continue to authorize additional dividend payments thereafter.