Financial Position - As of June 30, 2024, total current assets amounted to $924,323, an increase from $847,134 as of December 31, 2023, representing an increase of approximately 9%[14] - The company reported cash and cash equivalents of $39,133, down from $195,486 as of December 31, 2023, indicating a decrease of approximately 80%[14] - Total liabilities decreased to $3,087,582 from $3,990,541, reflecting a reduction of about 23%[15] - Stockholders' equity increased to $10,635,840 from $9,620,190, marking an increase of approximately 11%[16] - The company has reported a total of $1,377,733 in retained earnings as of June 30, 2024, down from $1,392,490[16] - The total non-current assets slightly increased to $12,799,099 from $12,763,597, reflecting a growth of about 0.3%[14] - As of June 30, 2024, total cash, cash equivalents, and restricted cash amounted to $225,958, a decrease of 17.2% from $273,030 on June 30, 2023[33] Revenue and Profitability - Total revenue for the three months ended June 30, 2024, was $254,223, a significant increase from $66,363 for the same period in 2023, representing a growth of 282%[18] - Gross profit for the six months ended June 30, 2024, was $248,266, compared to $17,696 for the same period in 2023, indicating a substantial increase of 1,403%[18] - Environmental services revenue for the six months ended June 30, 2024, reached $364,120, up from $51,840 in the same period of 2023, indicating a growth of 600%[36] - The net loss for the three months ended June 30, 2024, was $150,348, a decrease from a net loss of $220,295 for the same period in 2023, reflecting an improvement of 32%[18] - Total operating revenues for the three and six months ended June 30, 2024, were $254,223 and $416,232, respectively, compared to $66,363 and $133,655 for the same periods in 2023, indicating significant growth due to increased volume in RMC Environmental Services[108] - Total net loss for the three and six months ended June 30, 2024, was $-150,348 and $-14,757, compared to $-220,295 and $-494,640 for the same periods in 2023, showing an improvement in financial performance[109] Expenses and Cash Flow - Operating expenses for the three months ended June 30, 2024, totaled $320,218, compared to $113,080 for the same period in 2023, which is an increase of 183%[18] - Cash used in operating activities for the six months ended June 30, 2024, was $639,123, compared to $178,209 for the same period in 2023, indicating a significant increase in cash outflow[21] - Total operating expenses for the three and six months ended June 30, 2024, were $320,218 and $417,864, respectively, up from $113,080 and $274,788 in 2023, primarily due to higher professional fees[108] Shareholder Information - The company has 14,954,504 shares of common stock issued and outstanding as of August 14, 2024, compared to 14,270,761 shares as of December 31, 2023[4] - The weighted average shares outstanding increased to 14,776,176 for the three months ended June 30, 2024, compared to 541,217 for the same period in 2023[18] - The company has issued 14,954,504 shares of Class A Common Stock as of June 30, 2024, up from 14,270,761 shares at the end of 2023, reflecting ongoing capital raising efforts[112] Investments and Financial Strategy - The company completed its merger with Royalty Management Corporation on October 23, 2023, and is focused on investing in assets with near and medium-term income potential[22] - The company has issued shares for the purchase of debt, totaling 460,000 shares, reflecting its strategy to manage financial obligations[20] - The company holds a 41.75% ownership interest in FUB Mineral LLC after an additional investment of $200,000 in February 2022[47] - The company advanced $650,000 to Heart Water Inc. in 2023, with an 8.0% annual interest rate on the unsecured convertible promissory note[52] - The company invested a total of $250,000 in convertible debt of Ferrox Holdings Ltd., which carries a 7.0% annual interest rate[53] - The company has a total of $150,000 in notes receivable as of June 30, 2024, an increase from $100,000 as of December 31, 2023[55] Risk Management and Compliance - The company has not experienced losses on cash accounts exceeding the federally insured limit of $250,000, suggesting effective risk management[28] - The provision for income taxes was deemed de minimis for the three and six month periods ending June 30, 2024, and 2023, indicating minimal tax liabilities[41] - Management believes that the ultimate resolution of various claims and litigation will not have a material adverse impact on the company's financial position[104] Future Outlook and Plans - The company expects to adopt ASU 2023-07 for segment reporting beginning with its fourth quarter ending December 31, 2024, with no anticipated material impact on financial results[45] - The Company has authorized a stock repurchase program of up to $2,000,000 for its Class A common stock over the next 24 months, subject to market conditions[80] - The Company will file a registration statement for Class A common stock from warrants within 20 business days after a Business Combination[89] Warrants and Securities - There are currently 9,154,191 outstanding Warrants to purchase shares of Class A Common Stock, each with an exercise price of $11.50, which may impact future cash flows depending on stock performance[115] - The expected volatility for the warrants is 60.00% and the risk-free rate is 5.15%[94] - The fair value of Public Warrants was $92,453 as of June 30, 2024, down from $157,584 on December 31, 2023[99] - The Private Warrants are non-redeemable and exercisable on a cashless basis, with 3,901,201 outstanding as of June 30, 2024[95] - The exercise price of the warrants may be adjusted if additional Class A common stock is issued below $9.20[92] Lease and Rental Agreements - The company leases land in Pike County, Kentucky, paying $2,000 per month with an initial lease term of 21 years[66] - The rental income from the property in Pike County, Kentucky, is $2,500 per month, with a total consideration of $149,150 paid to the seller[75] - Total Operating Lease Expense for the six months ended June 30, 2024, was $33,449,000, compared to $32,190,000 for the same period in 2023, reflecting a year-over-year increase of 3.9%[69]

Financial Performance - Royalty Management reported a 160% year-over-year increase in revenue, totaling $162,100 for Q1 2024 compared to $62,292 in Q1 2023[1] - Net income for Q1 2024 was $135,180, or $0.01 per share, a significant improvement from a net loss of $274,345, or a loss of $0.38 per share, in the prior year period[13] - 2024 expenses are trending significantly lower than 2023, primarily due to the reduction of one-time merger expenses associated with American Acquisition Opportunity[13] Assets and Liabilities - Total assets increased to $13,709,149 as of March 31, 2024, up from $13,610,731 a year earlier, while total liabilities decreased to $3,603,779 from $3,990,541[13] - Royalty Management's clean balance sheet and strong asset base position the company well for continued growth and value creation in 2024[2] Revenue Generation and Future Projects - The company anticipates Ferrox Holdings' Tivani mining project to generate approximately $8 million in annualized revenue by 2025, with production expected to reach 50,000 tons of run-of-mine ores per year[5] - The company expects additional revenue streams to expand from its portfolio over the next six months, generating free cash flow and positioning for an exciting 2025[6] Cash Flow and Financing Activities - Net Cash Used in Operating Activities was $(580,218) compared to $(228,195) in the previous period, indicating a significant increase in cash outflow[21] - Net Cash Provided by (Used in) Investing Activities decreased to $(91,420) from $2,100,442, reflecting a substantial reduction in cash inflow from investments[21] - Net Cash Provided (Used in) Financing Activities improved to $611,000 from $(2,194,640), showing a positive shift in financing cash flows[21] - Ending Cash balance decreased to $311,648 from $364,773, indicating a decline in available cash[21] - The company reported a withdrawal of cash in the trust account amounting to $2,152,346, which significantly impacted cash flows from investing activities[21] - The company issued shares worth $350,000 in the purchase of debt, contributing to financing activities[21] - The acquisition of Right of Use Assets for Lease Obligations was recorded at $305,380, indicating ongoing investment in operational assets[21] - The company reclassified $1,681,755 of debt from related to non-related parties, which may affect future financial obligations[21] Strategic Initiatives - RMC Environmental Services recorded a record monthly revenue of slightly under $1.0 million for March 2024, covering the majority of the parent company's expenses[5] - The company has initiated a stock repurchase program for up to $2.0 million over the next 24 months, already commencing buy-backs prior to the current "black out" period[5] - The company is focused on acquiring and developing high-value assets in sustainable market environments to build shareholder value[22] Risks and Forward-Looking Statements - Forward-looking statements indicate potential risks associated with the initial public offering, emphasizing the uncertainty in future financial performance[23] - The company is a gold member of CASFER, gaining access to innovative technologies for producing and recycling nitrogen-based fertilizers, with updates on emerging opportunities expected soon[5]

Financial Performance - Total operating revenues for Q1 2024 were $162,100, an increase from $67,292 in Q1 2023, primarily due to higher volume in RMC Environmental Services[134] - Total operating expenses decreased to $146,498 in Q1 2024 from $202,902 in Q1 2023, mainly due to lower professional fees[134] - Total net income for Q1 2024 was $135,180, compared to a net loss of $274,345 in Q1 2023[136] - Total other income for Q1 2024 was $119,578, a significant improvement from -$138,735 in Q1 2023, attributed to a positive gain on warrant fair value adjustment[135] Cash and Capital - As of March 31, 2024, cash and cash equivalents totaled $124,823[145] - The company received $986,617 in proceeds from the trust account after the redemption of 253,807 shares prior to the Business Combination[138] - The company has no contractual cash requirements and limited committed sources of additional capital[138] - The company has historically raised funds through convertible notes, which were converted at the time of the Business Combination, resulting in an outstanding balance of $0 as of March 31, 2024[143] Shares and Warrants - There are 9,154,191 outstanding Warrants with an exercise price of $11.50, which may not be exercised until the stock price exceeds this amount[144] - The company has issued 14,504,095 shares of Class A Common Stock as of March 31, 2024, up from 14,270,761 shares at the end of 2023[140]

Financial Performance - The company reported a net loss of $2,067,222 for the year ended December 31, 2023, compared to a net income of $1,199,503 in 2022[36]. - Total income for the year ended December 31, 2023, was $361,624, a significant increase from $172,686 in 2022, representing a growth of 109.8%[100]. - Net loss from operations improved to $(1,686,907) in 2023 compared to $(2,253,243) in 2022, reflecting a decrease in losses of 25.1%[100]. - The company reported a net loss of $(2,067,223) for 2023, contrasting with a net income of $1,199,503 in 2022[100]. - Basic and diluted net income per ordinary share was $(0.14) in 2023, compared to $1.64 in 2022[100]. Operating Expenses - Total operating expenses for the year ended December 31, 2023, were $2,048,531, a decrease of 44% compared to $3,647,578 in 2022[32]. - Operating expenses decreased to $2,048,531 in 2023 from $3,647,578 in 2022, a reduction of 43.9%[100]. Assets and Liabilities - Total liabilities decreased to $3,990,542 as of December 31, 2023, down 53% from $8,542,465 in 2022, primarily due to the conversion of convertible notes payable[33]. - As of December 31, 2023, total assets decreased to $13,610,731 from $20,257,417 in 2022, representing a decline of approximately 32.9%[96]. - Total current assets were reported at $265,809, down from $681,955 in 2022, indicating a decrease of about 61.0%[95]. - Total current liabilities increased to $1,345,504 from $1,009,949 in 2022, reflecting an increase of approximately 33.3%[98]. - Total long-term liabilities decreased significantly from $7,532,516 in 2022 to $2,645,037 in 2023, a reduction of about 64.9%[98]. - The company has convertible notes payable of $0 as of December 31, 2023, compared to $2,187,512 in 2022, indicating a complete elimination of this liability[89]. - The company reported a total of $520,259 in intangible assets as of December 31, 2023, down from $740,487 in 2022, a decrease of approximately 29.7%[96]. Cash Flow and Investments - Cash provided in investing activities was $6,861,858 for the year ended December 31, 2023, compared to $96,856,662 in 2022[37]. - The company advanced $650,000 in 2023 for convertible promissory notes related to Heart Water Inc.[78]. - The company holds convertible notes receivable totaling $1,150,000 as of December 31, 2023, up from $350,000 in 2022[103]. - The company issued shares worth $984,227 in connection with a merger during the year[37]. - The company has a rental income of $2,500 per month from a related party, with a total consideration of $149,150 for the rights to receive this income[92]. Shareholder Equity - The company’s shareholders' equity decreased to $9,620,190 in 2023 from $4,217,641 in 2022, an increase of approximately 128.5%[98]. Tax and Regulatory Matters - The provision for income taxes was deemed to be de minimis for the year ending December 31, 2023[52]. - The effective income tax rate is lower than the U.S. federal statutory rate of 21% due to certain deductible expenses[139]. Going Concern and Future Plans - The Company has raised substantial doubt about its ability to continue as a going concern due to significant operating losses[129]. - The Company is committed to filing a registration statement with the SEC within 20 business days after the closing of a Business Combination[189]. Miscellaneous - The company entered into a Honey Royalty Agreement, receiving $1.00 per pound of salable honey sold from purchased apiaries, indicating a new revenue stream[85]. - The Company has no off-balance sheet arrangements as of December 31, 2023[155]. - The Company has granted a right of first refusal to a representative for future public and private equity and debt offerings for a period of 24 months from the closing of a business combination[200].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 As filed with the Securities and Exchange Commission on February 6, 2024 Registration No. 333-275528 ____________________________ AMENDMENT NO. 1 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Royalty Management Holding Corporation (Exact name of registrant as specified in its charter) ____________________________ Delaware 8731 86-1599759 (State or other jurisdiction of incorporation o ...

Registration No. 333-275528 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 As filed with the Securities and Exchange Commission on February 6, 2024 ____________________________ AMENDMENT NO. 1 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ Royalty Management Holding Corporation (Exact name of registrant as specified in its charter) ____________________________ Delaware 8731 86-1599759 (State or other jurisdiction of incorporation o ...

Financial Performance - For the nine-month period ended September 30, 2023, the company reported a net income of $3,052,768, compared to a net income of $2,541,321 for the same period in 2022, reflecting an increase of approximately 20%[112]. - The company has a net income of $5,369,554 since its inception on January 20, 2022, reflecting its operational activities and valuation adjustments[112]. Initial Public Offering - The company generated gross proceeds of $100,000,000 from its Initial Public Offering, with an additional $3,800,000 from the sale of Private Warrants, totaling $101,000,000 placed in the trust account[114]. - The company incurred $3,910,297 in costs related to the Initial Public Offering, including $3,500,000 in underwriting fees[114]. Financial Position - As of September 30, 2023, the company had cash of $98,439 available outside the trust account for operational activities and due diligence on target businesses[117]. - The company has no long-term debt or capital lease obligations, indicating a strong balance sheet position[121]. - The company has not engaged in any off-balance sheet arrangements as of September 30, 2023, ensuring transparency in its financial reporting[120]. Business Strategy - The company intends to use substantially all funds in the trust account to complete a Business Combination, with remaining proceeds allocated for working capital[115]. - The company may need to obtain additional financing to complete its Business Combination if actual costs exceed estimates, which could involve issuing additional securities or incurring debt[119]. - The company has identified a focus on the land holdings and resources industry in the United States for potential Business Combinations[110].

S-1 1 amao_s1.htm FORM S-1 As filed with the Securities and Exchange Commission on November 13, 2023 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Royalty Management Holding Corporation (Exact name of registrant as specified in its charter) ____________________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 8731 86-1599759 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ...

S-1 1 amao_s1.htm FORM S-1 As filed with the Securities and Exchange Commission on November 13, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Primary Standard Industrial Classification Code Number) Delaware 8731 86-1599759 (I.R.S. Employer Identification Number) 12115 Visionary Way, Suite 174 Fishers, Indiana 46038 (Address, including zip code, and telephone number, including area code, of ...

Financial Position and Risks - As of June 30, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the Initial Public Offering invested in U.S. government treasury bills or certain money market funds [128]. - Of the gross proceeds from the Initial Public Offering and Private Warrants, $101,000,000 was placed in the Trust Account [137]. - The underwriters partially exercised their overallotment option on April 1, 2021, purchasing an additional 506,002 Units, resulting in an additional $5,110,620.80 placed in the Trust Account [139]. Internal Controls and Procedures - The company conducted an evaluation of its disclosure controls and procedures, concluding they were effective at a reasonable assurance level during the fiscal quarter ended June 30, 2023 [130]. - There were no changes in internal control over financial reporting that materially affected the company's internal control during the fiscal quarter of 2022 [131]. Stock and Warrants Issuance - The company issued 2,875,000 common stock shares for an aggregate purchase price of $25,000, approximately $0.01 per share, in February 2021 [135]. - A total of 3,800,000 Private Warrants were privately placed at a price of $1.00 per warrant, each exercisable to purchase one share of common stock at an exercise price of $11.50 [136]. Accounting and Valuation - The company reevaluated the accounting treatment of its Private Warrants, classifying them as derivative liabilities measured at fair value on the balance sheet [133]. - Fluctuations in the financial statements may occur due to the recurring fair value measurement of the Private Warrants, potentially resulting in material non-cash gains or losses [134]. Legal Proceedings - There were no legal proceedings reported by the company during the period [132].