Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended December 31, 2023

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

Commission File Number: 001-40233

ROYALTY MANAGEMENT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

No. 86-1599759

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12115 Visionary Way, Unit 174 Fishers, Indiana 46038

(Address of principal executive offices, including zip code)

(317) 855-9926

Registrant's telephone number, including area code

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

Title of each class	Trading Symbol(s)	Name of each exchange on which 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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by checkmark 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 the filing requirements for at least the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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

☐ Accelerated filer

☒ Non-accelerated filer

☒ Smaller reporting company

☒ Emerging growth company

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter; $15,704,984.

There were 14,932,918 shares of the registrant's Common Stock outstanding on December 4, 2024.

EXPLANATORY NOTE

Royalty Management Holding Corporation is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed with the U.S. Securities and Exchange Commission on April 16, 2024, primarily for the purpose of correcting the accounting treatment and disclosures for the effects of our historical operations as well as expanded and additional disclosures in Item 2.

Except as set forth above and for updated certifications and signature page, the information herein speaks only as of the original filing date and no further updates have been made.

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		Page
Special Note Regarding Forward Looking Statements		3

PART I

Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	5
Item 3.	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	8
Item 7.	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	13
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A.	Controls and Procedures	14
Item 9B.	Other Information	15

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	23
Item 12.	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		30

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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 of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward looking statements. Where in any forward-looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. The following are factors that could cause actual results or events to differ materially from those anticipated and include but are not limited to: general economic, financial and business conditions; changes in tax laws; and the cost and effects of legal proceedings. You should not rely on forward looking statements in this annual report. This annual report contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “continue,” “could,” “estimate,” “expects,” “future,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions to identify these forward- looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I

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.

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ITEM 1A. RISK FACTORS.

Because we are an Emerging Growth Company, we are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

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.

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.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

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

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Recent Sales of Unregistered Sales of Equity Securities

None.

Use of Proceeds

None.

Repurchases

None.

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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.

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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 forward-looking statements made by or on behalf of the Company.

Overview

The following discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

We are 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.

RESULTS OF OPERATIONS

Year Ended December 31, 2023 compared to Year Ended December 31, 2022.

Revenues.

Revenues for the years ended December 31, 2023 and 2022 were $488,519 and $178,800, respectively. The increase is due to a full year of revenues for our environmental services subsidiary as well as an increase in fee income due to full year of income in the respective investments.

We generated non-operating income in the form of interest income on marketable securities held in a trust account.

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Expenses.

Total Operating Expenses for the year ended December 31, 2023 and 2022 were $777,599 and $2,454,149, respectively. The main reason of the decrease to operating expenses were due to a large drop in impairment loss in 2023.

Total Other Income and Expense for the year ended December 31, 2023 and 2022 were ($807,971) and ($430,156), respectively, mostly from interest income, income from investment, the fair value adjustments of warrant liabilities, convertible debt interest. The decrease was primarily due to less income from investment and other income in addition to the loss on warrant fair value adjustment.

Financial Condition.

Total Assets as of December 31, 2023 and 2022 amounted to $15,040,122 and $13,971,112, respectively. The increase in assets was due to increases in interest and fee income receivables in addition to additional investments in convertible notes receivables and two new operating leases.

Total Liabilities as of December 31, 2023 and 2022 amounted to $3,926,242 and $4,299,261, respectively. The primary driver for the decrease in liability balance was the conversions of convertible notes payable at the time of business combination.

LIQUIDITY AND CAPITAL RESOURCES

On March 17, 2021, the initial stockholders purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000.

On March 17, 2021, we consummated an initial public offering of 10,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $100,000,000 (the “Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 3,800,000 Private Warrants to our initial stockholders generating gross proceeds of $3,800,000. Following the Initial Public Offering and the sale of the Private Warrants, a total of $101,000,000 was placed in the trust account. We incurred $3,910,297 in Initial Public Offering related costs, including $3,500,000 of underwriting fees and $410,297 of other costs. For the period from its inception though June 30, 2021, cash used in operating activities was $618,833 mostly from administrative and due diligence costs. Cash generated from financing activities were $102,414,704 related to the proceeds of our Initial Public Offering and sale of Private Warrants.

On March 29, 2022, we had a trust redemption of $90,334,513, reducing the trust account balance to $15,788,742. The redemption was allowed under initial offering documents at the time of trust extension which was necessary because a business combination had not been completed.

On September 28, 2022, we had a second trust redemption of $8,331,836. The redemption was allowed under initial offering documents at the time of trust extension.

As of December 31, 2022 and October 31, 2023, the effective date of our Business Combination, the balance in the trust account was $7,613,762 and $0, respectively.

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We intended to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2023, we have unrestricted cash of $195,486. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel (to the extent necessary and practicable) to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.

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OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements as of December 31, 2023 and December 31, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

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. As of December 31, 2022 and October 31, 2023, the effective date of the Business Combination and termination of the services agreement, $120,000 and $0, respectively, has been paid under this agreement.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Consolidated Financial Statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires us to establish accounting policies and make estimates that affect amounts reported in our Consolidated Financial Statements. Note 2 of the Notes to Consolidated Financial Statements, which is incorporated by reference into this MD&A, describes the significant accounting policies we use in our Consolidated Financial Statements.

An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on the Consolidated Financial Statements. Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results substantially different from those estimates. The most significant accounting policies and estimates and their related application are discussed below.

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.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report, including Management’s Discussion and Analysis of Financial Conditions and Results of Operations, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, all statements regarding our and management’s intent, belief, expectations, such as statements concerning our future profitability and our operating and growth strategy. Words such as “believe,” “anticipate,” “expect,” “will,” “may,” “should,” “intend,” “plan,” “estimate,” “predict,” “potential,” “continue,” “likely,” “would,” “could” and similar expressions are intended to identify forward-looking statements. Investors are cautioned that all forward-looking statements involve risk and uncertainties including, without limitations, dependence on sales forecasts, changes in consumer demand, seasonality, impact of weather, competition, reliance on suppliers, risks inherent to international trade, changing retail trends, the loss or disruption of our manufacturing and distribution operations, cyber security breaches or disruption of our digital systems, fluctuations in foreign currency exchange rates, economic changes, as well as other factors set forth under the caption “Item 1A, Risk Factors” in this Annual Report on Form 10-K and other factors detailed from time to time in our filings with the Securities and Exchange Commission. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate. Therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We assume no obligation to update any forward-looking statements.

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.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ROYALTY MANAGEMENT HOLDING COPRORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
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

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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 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of a matter – Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ CM3 Advisory

CM3 Advisory (PCAOB ID 6866)

San Diego, California

December 3, 2024

We have served as the Company’s auditor since 2024.

F-1

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ROYALTY MANAGEMENT HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS	December 31, 2023		December 31, 2022
Cash	$	195,486	$	433,343
Accounts Receivable		70,323		71,540
Interest Receivable		124,727		22,894
Fee Income Receivable		309,787		51,490
Total Current Assets		700,322		579,267

Investments in Corporations and LLCs		10,230,434		10,217,287
Convertible Notes Receivable		1,400,000		600,000
Notes Receivable		235,267		235,267
Intangible Assets, Net		1,904,745		2,011,656
Restricted Cash		176,800		176,800
Tools, Machinery & Equipment, Net		5,417		7,003
Operating Lease Right-Of-Use Assets		387,138		143,833
Total Non-Current Assets		14,339,801		13,391,845
TOTAL ASSETS	$	15,040,122	$	13,971,112

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts Payable – Related Party	$	381,243	$	-
Accounts Payable		96,071		-
Current Portion of Operating Lease Liabilities, Net		26,527		16,116
Current Portion of Notes Payable		20,000		24,000
Deferred Income		17,643		17,643
Accrued Expenses		818,645		489,272
Total Current Liabilities		1,360,129		547,031

Convertible Notes Payable, Net		-		2,187,512
Notes Payable – Related Party, Net		1,681,755		1,422,138
Operating Lease Liabilities, Net		359,738		124,580
Notes Payable		250,000		18,000
Fair Value Liability of Public Warrants		157,584		-
Fair Value Liability of Private Warrants		117,036		-
Total Non-Current Liabilities		2,566,113		3,752,231
TOTAL LIABILITIES	$	3,926,242	$	4,299,261

COMMITMENTS AND CONTINGENCIES (Note 18)		-		-

STOCKHOLDERS’ EQUITY

Preferred Stock: $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding for 2023 and 2022		-		-
Class A Common Stock: $0.0001 par value; 100,000,000 shares authorized, 14,270,761 and 6,890,281 shares issued and outstanding for 2023 and 2022		1,427		68,903

Additional Paid-In Capital		9,766,604		12,369,697

Retained Earnings (Accumulated Deficit)		1,345,849		(2,766,749	)

Total Stockholders’ Equity		11,113,880		9,671,851

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	15,040,122	$	13,971,112

The accompanying footnotes are integral to the consolidated financial statements.

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ROYALTY MANAGEMENT HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	December 31, 2023			December 31, 2022

Environmental Services		202,723			104,810
Fee Income		198,297			6,490
Rental Income		87,500			67,500
TOTAL REVENUE		488,519			178,800

Cost of Revenue		(16,594	)		(4,667	)

GROSS PROFIT		471,925			174,133

Amortization Expense Intangibles		(67,386	)		(24,265	)
Depreciation Expense		(1,586	)		(925	)
General and Administrative		(532,781	)		(333,172	)
Professional Fees		(136,322	)		(95,787	)
Impairment Loss		(39,525	)		(2,000,000	)
Total Operating Expenses		(777,599	)		(2,454,149	)

NET LOSS FROM OPERATIONS		(305,674	)		(2,280,016	)

OTHER INCOME (EXPENSE)
Interest Income		104,214			25,618
Income from Investment		13,147			141,943
Loss on Warrant Fair Value Adjustment		(223,798	)		-
Other Income		13,567			125,000
Interest Expense		(715,101	)		(722,717	)
Total Other Expense		(807,971	)		(430,156	)

NET LOSS		(1,113,644	)		(2,710,172	)

Weighted Average Shares Outstanding, Basic and Diluted		14,270,761			6,890,281
Basic and Diluted Net Income Per Ordinary Share	$	(0.08	)	$	(0.39	)

The accompanying footnotes are integral to the consolidated financial statements.

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ROYALTY MANAGEMENT HOLDING CORPORATION

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

										Retained
	Common Stock						Additional Paid-In			Earnings (Accumulated			Total Stockholders’
	Shares			Amount			Capital			Deficit)			Equity
Balance December 31, 2021		5,943,750		$	59,438		$	27,107		$	(56,577	)	$	29,967
Shares Issued for Services		9,810			98			63,652						63,750
Common Shares Issued for Purchase of Membership Interest		864,780			8,648			11,030,388						11,039,036
Common Shares Issued for Conversion of Debt		63,026			630			409,039						409,669
Common Shares Issued for Purchase of the Payment Rights		8,915			89			89,061						89,150
Warrants Issued with Convertible Notes								750,451						750,451
Net Loss											(2,710,172	)		(2,710,172	)
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
Shares Forfeited for Services		(3,080	)		(31	)		31						-
Shares Issued in Connection with Warrant and Note Conversions		539,736			54			2,949,720						2,949,774
Shares Issued for Deferred Underwriter Fee		350,000			35			3,499,965						3,500,000
Reverse Recapitalization on October 23,2023		6,493,054			(67,542	)		(9,088,572	)		5,226,243			(3,929,870	)
Warrants Issued with Convertible Notes								30,770						30,770
Net Loss											(1,113,644	)		(1,113,644	)
Balance December 31, 2023		14,270,761			1,427			9,766,604			1,345,849			11,113,880

The accompanying footnotes are integral to the consolidated financial statements.

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ROYALTY MANAGEMENT HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	December 31, 2023			December 31, 2022
Cash flows from Operating Activities:
Net Loss	$	(1,113,644	)	$	(2,710,172	)
Adjustments to Reconcile Net Loss to Net Cash (Used In) Provided By Operations
Amortization of Debt Discount		30,770			750,451
Amortization Expense of Right of Use Assets		2,264			(3,138	)
Amortization of Intangibles		75,227			24,265
Depreciation		1,586			925
Issuance of Common Shares for Service		5,000			63,750
Impairment Loss on Intangible Asset		-			2,000,000
Fair Value Adjustment of Public Warrants		157,584			-
Fair Value Adjustment of Private Warrants		117,036			-

Changes in Operating Assets and Liabilities:
Accounts Receivable		1,218			(71,540	)
Interest Receivable		(101,833	)		(22,894	)
Fee Income Receivable		(258,297	)		(51,490	)
Accounts Payable – Related Party		381,243			-
Accounts Payable		96,071			-
Deferred Income		-			17,643
Accrued Expenses		329,373			441,875
Net Cash (Used In) Provided by Operating Activities		(276,402	)		439,675

Cash Flows from Investing Activities
Investments in Corporations and LLCs		(13,147	)		(516,943	)
Investments in Convertible Notes Receivable		(800,000	)		(600,000	)
Withdrawal (Investments) in Notes Receivable		100,000			(235,267	)
Purchases of Tools, Machinery & Equipment		-			(7,928	)
Purchases of Intangible Assets		(68,317	)		(1,946,770	)
Net Cash Used in Investing Activities		(781,464	)		(3,306,908	)

Cash Flows from Financing Activities
Proceeds from Reverse Capitalization		(3,929,870	)		-
Proceeds from Deferred Underwriter Fee		3,500,000			-
Proceeds from Notes Payable		228,000			42,000
Proceeds from Issuance of Convertible Notes		259,617			1,247,864
Proceeds from Convertible Note Conversion		762,262			2,187,512
Net Cash Provided by Financing Activities		820,008			3,477,376

Net Change in Cash		(237,857	)		610,143
Cash – Beginning of Year		610,143			-
Cash – End of Year	$	372,286		$	610,143

Supplemental Information
Discount on Convertible Notes		30,770			750,451
Notes Receivable		(100,000	)		-
Intangible Assets		100,000			-
Acquisition of Right of Use Assets for Lease Obligations		-			186,636
Issuance of Common Shares for Purchase of Membership Interest		-			9,498,705
Issuance of Common Shares for Conversion of Debt		-			630
Cash Paid for Interest		-			-
Cash Paid for Taxes		-			-

The accompanying footnotes are integral to the consolidated financial statements.

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ROYALTY MANAGEMENT HOLDING COPRORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

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 Company’s financial statements subsidiaries include the accounts of the Company and the merged corporation RMC, and RMC’s wholly owned subsidiaries Coking Coal Leasing LLC (“CCL”), and 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 United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

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. At December 31, 2023 and 2022, 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 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 federally insured limit of $250,000. As of December 31, 2023 and 2022, 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 December 31, 2023 and 2022, RMC has $176,800 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 and restricted cash reported in the consolidated balance sheet that agrees to the total of those amounts as presented in the consolidated statement of cash flows for the periods ended December 31, 2023 and 2022.

	December 31,		December 31,
	2023		2022
Cash	$	195,486	$	433,343
Restricted Cash		176,800		176,800
Total cash and restricted cash presented in the statement of cash flows	$	372,286	$	610,143

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.

We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only. Allowance for credit losses as of December 31, 2023 amounted to $0.

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

Beneficial Conversion Features of Convertible Securities

Conversion options that are not bifurcated as a derivative pursuant to ASC 815, “Derivatives and Hedging” and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20, “Debt with Conversion and Other Options” applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. In addition, our convertible debt issuances contain conversion terms that may change upon the occurrence of a future event, such as antidilution adjustment provisions. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. The conversion feature is linked to the Company’s own equity value, therefore there is no requirement to quantify the beneficial conversion feature.

All convertible notes outstanding were converted at the date of business combination. Principal and accrued interest were converted into common shares at $6.50 per share.

Amortization expense of the debt discount for the convertible debt of $351,460 and $424,922, which were included in interest expense of $715,101 and $722,717, for the years ended December 31, 2023 and 2022, 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 December 31, 2023, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa.

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

	December 31,		December 31,
	2023		2022
Environmental Services	$	202,723	$	104,810
Fee Income		198,297		6,490
Rental Income		87,500		67,500
Total Revenue		488,519		178,800

Interest Income from Interest Bearing Accounts		2,381		2,724
Notes Receivable Interest Income		101,833		22,894
Income from Investment		13,147		141,943
Other Income		13,567		-
		130,928		167,562

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

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

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

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, “Income Taxes”. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized.

The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those 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 year ended December 31, 2023, the Company will recognize 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 years ending December 31, 2023 and 2022.

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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 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.

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Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the condensed consolidated financial statements are issued. In accordance with FASB, ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

“As of December 31, 2023, the Company had retained earnings of $1,345,849. The Company has limited financial resources. As of December 31, 2023, the Company had a working capital deficit of $659,808 and a cash balance of $195,486. The Company will need to raise additional capital or secure debt funding to support on-going operations. The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If the Company is unable to access additional capital moving forward, it may hurt the Company’s ability to grow and to generate future revenues, financial position, and liquidity. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless Management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

NOTE 3 – BUSINESS COMBINATION

All Round A Convertible Debt notes, accrued interest, and warrants were converted into 539,736 shares of Class A Common Stock of RMCO at the date of Business Combination.

At the closing of Business Combination, all shares of Class B Common Stock were automatically converted into 3,076,500 shares of Class A Common Stock. RMCO filed an amended and restated certificate of incorporation that removed the Class B Common Stock from the authorized capitalization of the Company.

Legacy Royalty shareholders of stock were exchange those shares for RMCO shares at a rate of 1 private company share for 1.5 shares of public company shares.

NOTE 4 – INVESTMENTS IN CORPORATIONS AND LLCS

Investments in corporations and limited liability companies as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022

FUB Mineral LLC	$	606,729	$	593,582
Ferrox Holdings Ltd.		9,623,705		9,623,705
Total Investments in Corporations and LLCs	$	10,230,434	$	10,217,287

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 activity of $13,147 and $141,943, for the years ended December 31, 2023 and 2022, 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 5 – CONVERTIBLE NOTES RECEIVABLE

Convertible notes receivable as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022

Heart Water Inc.	$	750,000	$	100,000
Ferrox Holdings Ltd.		250,000		250,000
Advanced Magnetic Lab, Inc.		400,000		250,000
Total Convertible Notes Receivable	$	1,400,000	$	600,000

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.

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NOTE 5 – 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. 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 on December 21, 2022, 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 6 – NOTES RECEIVABLE

Notes receivable as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022
McCoy Elkhorn Coal LLC	$	135,267	$	135,267
American Resources Corporation		100,000		100,000
Total Notes Receivable	$	235,267	$	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 14, 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 ARC 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 14.

NOTE 7 – INTANGIBLE ASSETS

Intangible assets as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023			December 31, 2022

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
Energy Technologies Inc		-			52,700
Less: Accumulated Amortization		(78,475	)		(24,265	)
Total Intangible Assets	$	1,904,745		$	2,011,656

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NOTE 7 – INTANGIBLE ASSETS (cont.)

Amortization expense - Intangible Assets totaled $67,386 and $24,265 for the years ended December 31, 2023 and 2022, respectively.

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 December 31, 2023. 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 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 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.

Energy Technologies Inc

On September 30, 2022, the Company entered into an agreement to purchase, for the consideration of $52,700, a partial interest in a density gauge analyzer that is manufactured by Energy Technologies, Inc. and will be repaid to the Company on a per ton of coal basis from coal sold by using the density gauge analyzer. The operator of the technology is a related entity and is described more in Note 14. The intangible will be amortized over the 5 year useful life period of the underlying equipment. It was determined that this asset was not operating according to their plan, the fair value of this asset has been written off in full at the end of 2023.

As of December 31, 2023, future amortization expense are as follows:

2024			56,846
2025			56,846
2026			56,846
2027			41,846
2028 and Thereafter			152,032
			364,414

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NOTE 8 – 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 periods ending December 31, 2023 and 2022, respectively.

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

At December 31, 2023 and 2022, property and equipment were comprised of the following:

	December 31, 2023			December 31, 2022

Tools, Machinery & Equipment	$	7,928		$	7,928
Less: Accumulated Depreciation		(2,511	)		(925	)
Total Property and Equipment, Net	$	5,417		$	7,003

Depreciation expense amounted to $1,586 and $925 for the years ended December 31, 2023, and 2022, respectively.

The estimated useful lives are as follows:

Tools, Machinery & Equipment

5 Years

NOTE 9 – LEASES

The operating right-of-use asset (“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.

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NOTE 9 – LEASES (cont.)

The components of lease expense included on the Company’s statements of operations were as follows:

		For the Years Ended December 31,
	Expense Classification	2023		2022
Operating lease expense:
Amortization of ROU Asset	General and Administrative	$	30,128	$	4,285
Accretion of Operating Lease Liability	General and Administrative		39,401		7,130
Total Operating Lease Expense		$	69,529	$	11,414

Other information related to leases is as follows:	As of			As of
	December 31,			December 31,
	2023			2022

Weighted-Average Remaining Lease Term: Operating Leases (in Years)		3.13			4.75

Weighted-Average Discount Rate: Operating Leases		10.00	%		10.00	%

The future minimum lease payments required under leases as of December 31, 2023 were as follows:

2024			45,492
2025			69,492
2026			69,492
2027			69,492
2028 and Thereafter			460,214
			714,182

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NOTE 10 – ROUND A CONVERTIBLE DEBT

As of December 31, 2023 and 2022, the amount outstanding under the Round A Convertible Debt amounted to:

	December 31, 2023		December 31, 2022

Gross Principal Value of Convertible Notes – Related Party	$	-	$	370,000
Gross Principal Value of Convertible Notes – Non-Related Party		-		1,959,150
Unamortized Loan Discounts		-		(141,638	)
Total Convertible Notes Payable, Net	$	-	$	2,187,512

The principal and any accrued interest in the Round A Convertible Debt has a per share conversion price of $6.50 and bear a 10.0% annual interest rate, compounded calendar quarterly. Accrued interest of $0 and $130,631 was recorded at December 31, 2023 and 2022, respectively. All convertible debt was converted into common stock at the date of business combination.

NOTE 11 –NOTE PAYABLE - RELATED PARTY

As of December 31, 2023 and 2022, the amount outstanding of non-convertible Note Payable to related parties amounted to:

	December 31, 2023		December 31, 2022

Gross Principal Value of Note Payable – Related Party	$	1,681,755	$	1,681,755
Unamortized Loan Discounts		-		(259,617	)
Total Note Payable – Related Party, Net	$	1,681,755	$	1,422,138

The Note Payable bears a 10.0% annual interest rate, compounded calendar quarterly. Accrued interest of $310,507 and $123,137 was recorded at December 31, 2023 and 2022, respectively. The related party note is due two years from the date of issuance and is due in October 2023.

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NOTE 12 –NOTES PAYABLE

As of December 31, 2023 and 2022, the amount outstanding of non-convertible note payable amounted to:

	December 31, 2023		December 31, 2022

MC Mining Note Payable	$	20,000	$	42,000
Notes Payable – Round B		250,000		-
Total Notes Payable – Related Party, Net	$	270,000	$	42,000

As of December 31, 2023, remaining maturities of notes payable were as follows:

2024			20,000
2025			250,000
2026			-
2027			-
2028 and thereafter			-
			270,000

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, $20,000 and $42,000 is outstanding at December 31, 2023 and 2022, respectively. There is no interest due on the unpaid portion of the monthly rental income.

Notes Payable – Round B

These notes bear a 10% annual interest rate, compounded calendar quarterly. Accrued interest of $5,712 and $0 was recorded at December 31, 2023 and 2022, respectively. The notes issued under Round B are due two years from the date of issuance. Due dates are in October 2025.

NOTE 13: 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 December 31, 2023 and 2022, 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 December 31, 2023, there were 14,270,761 shares of Class A common stock issued and outstanding. At December 31, 2022, there were 6,890,281 shares of Class A common stock issued and outstanding.

Class B Common Stock — The Company was previously authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock were entitled to one vote for each share. At the closing of the Business Combination, we filed an amended and restated certificate of incorporation that eliminated the authorization of the Class B Common Stock. At December 31, 2022, there were 2,975,000 shares of Class B common stock issued and outstanding, of which 2,875,000 were held by the Sponsor (and of which 375,000 of such shares held by the Sponsor being subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full) so that the Initial Stockholders (exclusive of the holders of Representative Shares) will own 20% of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). As of December 31, 2023, there were no shares of Class B common stock authorized, issued, or outstanding.

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NOTE 13: STOCKHOLDERS’ EQUITY (cont.)

Representative Shares

On March 22, 2021, we issued the 100,000 shares of Class B common stock to the representative for nominal consideration (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,000 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

Founder Shares

On January 22, 2021 the Company issued the Sponsor an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor owns, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

On March 22, 2021, our Sponsor transferred 5,000 shares of Class B common stock with a par value of $0.0001 per share to each of three of our independent directors. The number of shares of Class B common stock that our Sponsor holds after the transfer is 2,860,000. At the closing of the Business Combination, all shares of Class B common stock were automatically converted into 3,076,500 shares of Class A common stock, and an amended and restated certificate of incorporation was filed that removed the Class B common stock from the authorized capitalization of the Company.

NOTE 14: 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 also 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. ARC is an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.

Westside Advisors LLC

The Company may at times in the future enter into agreements with Westside Advisors LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination. In October 2021, Westside Advisors LLC sold 250,000 LBX Tokens it owned to the Company in exchange for the Round A Convertible Note of $2,000,000 and 76,924 warrants (Warrant “A-2”); no cash was part of this consideration. $1,681,756 was outstanding as of December 31, 2022 with no payments in cash of interest or principal paid. The note carries an interest rate of 10%. During 2022, $318,245 of principal was converted to common shares at a rate of $6.50 per share. On October 31, 2023, the Warrant A-2 was converted into Class A Common Stock of the Company as part of the Business Combination that is owned by Westside Advisors LLC.

T Squared Partners LP

The Company has and may at times in the future enter into agreements with T Squared Partners LP, an entity managed by Westside Advisors LLC. On October 2, 2021, T Squared Partners LP invested $250,000 cash into the Company in the form of the Round A Convertible Note and 9,616 warrants issued under Warrant “A- 1.” On January 31, 2022, T Squared Partners LP invested an additional $50,000 cash into the Company in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-5.” 5”, all of which was outstanding as of December 31, 2022 with no payments of interest or principal paid. The note carries an interest rate of 10%. On October 31, 2023, as part of the Business Combination, the notes and warrants held by T Squared Partners LP were converted into Class A Common Stock of the Company.

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NOTE 14: RELATED PARTY TRANSACTIONS (cont.)

White River Holdings LLC

The Company has and may at times in the future enter into agreements with White River Holdings LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination. On January 1, 2022, the Company entered into a consulting agreement with White River Holdings LLC whereby we paid White River Holdings a monthly consulting fee of $6,250, effective January 1, 2022, for 12 months. This consulting fee is not payable in cash to the Company until we raise a minimum of five million dollars of external capital. On February 1, 2022, White River Holdings LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-6.” On November 1, 2023, as part of the Business Combination, the notes and warrants held by White River Holdings LLC were converted into Class A Common Stock of the Company.

First Frontier Capital LLC

The Company may at times enter into 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.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant (“Working Capital Loans”). From inception to date, $760,000 has been advanced and repaid and as of December 31, 2022, $0 is outstanding. The advance bears no interest rate.

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. As of December 31, 2022 and October 31, 2023, the effective date of the business combination and termination of the services agreement, $220,000 and $120,000, respectively 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 December 31, 2023 and 2022, $261,243 and $239,825 is outstanding, respectively.

NOTE 15: INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary temporary differences that give rise to the deferred tax assets and liabilities are as follows: accrued expenses.

Deferred tax assets consisted of $225,248 and $175,192 at December 31, 2023 and 2022, respectively, which was fully reserved. Deferred tax assets consist of net operating loss carryforwards in the amount of $187,073 and $412,321 at December 31, 2023 and 2022, respectively, which was fully reserved. The net operating loss carryforwards for year 2022 begin to expire in 2042. The application of net operating loss carryforwards are subject to certain limitations as provided for in the tax code. The Tax Cuts and Jobs Act was signed into law on December 22, 2017, and reduced the corporate income tax rate from 34% to 21%. The Company’s deferred tax assets, liabilities, and valuation allowance reflect the impact of the tax law.

The Company’s effective income tax rate is lower than what would be expected if the U.S. federal statutory rate (21%) were applied to income before income taxes primarily due to certain expenses being deductible for tax purposes but not for financial reporting purposes. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. All years are open to examination as of December 31, 2023.

NOTE 16: WARRANTS

Warrants— On March 17, 2021, we consummated an initial public offering that included the issuance of 4,777,364 publicly traded warrants (the “Public Warrants”) of which all are currently outstanding. 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.

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NOTE 16: WARRANTS (cont.)

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.

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.

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NOTE 17: 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.

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NOTE 17: FAIR VALUE MEASUREMENTS (cont.)

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 at both years ended December 31 2023, and 2022.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		December 31, 2023		December 31, 2022
Liabilities:
Warrant Liability – Public Warrants		3		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 December 31, 2023 and December 31, 2022 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. The decrease in the fair value of the warrant liability from the date of the Private Placement (March 19, 2021) to December 31, 2022 reflects a change in the estimated fair value per private warrant for the period from $0.95 to $0.026 and per public warrant for the period from $0.94 to $0.021.

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NOTE 17: 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

NOTE 18: 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.

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NOTE 19: SUBSEQUENT EVENTS

On January 29, 2024, 100,000 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On February 1, 2024, the Company entered into an agreement with T.R. Mining & Quarry Ltd., a Jamaican-based company (T.R. Mining), to provide a loan to T.R. Mining of up to $100,000 in exchange for an overriding royalty on all minerals extracted from T.R. Mining’s exclusive prospecting license and any successor permit. $10,000 was invested at the time of agreement.

On February 29, 2024, 133,334 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On March 1, 2024, the Company invested an additional $10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd.

On March 11, 2024, the Company deposited $5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party.

On March 19, 2024, the Company issued-a non-convertible promissory note to Westside Advisors in the amount of $42,000. The note is due two years from the date of issuance on March 19, 2026.

On March 19, 2024, the Company deposited $5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party.

On March 20, 2024, the Company invested an additional $15,000 into Advanced Magnetic Lab, Inc. under the existing convertible promissory note purchase agreement with that company.

On April 4, 2024, the Company invested an additional $10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd.

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.

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NOTE 19: SUBSEQUENT EVENTS (cont.)

On April 19, 2024, the Company issued a non-convertible promissory note to Westside Advisors in the amount of $15,000. The note is due two years from the date of issuance on April 19, 2026.

On April 24, 2024, 150,000 shares of restricted common stock were issued to KBB Asset Management LLC pursuant to an existing promissory note purchase and immediate conversion to shares.

On April 22, 2024, 9,591 shares of common stock were purchased thus far by the Company pursuant to the stock buyback program announced on April 17, 2024.

On May 7, 2024, the Company invested an additional $10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd.

On May 13, 2024, 310,000 shares of restricted common stock were issued to KBB Asset Management LLC pursuant to an existing promissory note purchase and immediate conversion to shares.

On June 10, 2024, the Company invested an additional $15,000 into Advanced Magnetic Lab, Inc. under the existing convertible promissory note purchase agreement with that company.

On June 12, 2024, the Company invested an additional $10,000 in the existing promissory note between the Company and T.R. Mining & Equipment Ltd.

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 9, 2024, the Company entered into a royalty and unit purchase agreement and assignment agreement with eko Solutions LLC (“eko”) that provided the Company with certain royalty rights originating from a Commercialization Agreement that was previously signed between Heliponix LLC (“ANU”) and eko on June 18, 2024, which granted to eko revenue sharing and royalty rights to seed pod sales produced by ANU. 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 comp from the periods of 2022 and 2023 into 30,000 shares of the Series A Preferred Stock.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The management, with participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 12a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply is judgement in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, due to the weaknesses in internal control over financial reporting described below, our disclosure controls and procedures are not designed at a reasonable assurance level or effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As discussed below, we plan on increasing the size of our accounting staff at the appropriate time for our business and its size to ameliorate the concern that the Company does not effectively segregate certain accounting duties, which we believe would resolve the material weakness in internal control over financial reporting and similarly improve disclosure controls and procedures, but there can be no assurances as to the timing of any such action or that the Company will be able to do so.

Management’s Annual Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal 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 the U.S. generally accepted accounting principles.

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As of December 31, 2023, 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 Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.. Based on this evaluation, management concluded that our internal controls over financial reporting were not effective for the purposes for which it is intended. Specifically, managements determination was based on the following material weakness which existed as of December 31, 2023:

Due to the Company’s insufficient number of staff performing accounting and reporting functions, there is a lack of segregation of duties within the financial reporting function resulting in limited level of multiple reviews among those tasked with preparing the financial statements, resulting in the need for adjustments.

The Company did not maintain a fully integrated financial consolidation and reporting system throughout the period and as a result, extensive manual analysis, reconciliation and adjustments were required in order to produce financial statements for external reporting purposes.

A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Notwithstanding the determination that our internal control over financial reporting was not effective, as of December 31, 2023, and that there was a material weakness as identified in this Annual Report, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered hereby in all material respects.

The management, including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting 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 the 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.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the period ended December 31, 2023 that have materially affected the Company’s internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not Applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Name	Age	Positions

Julie Griffith	67	Director
Gary Ehlebracht	39	Director
Daniel J. Hasler	66	Director
Kirk P. Taylor	44	Chief Financial Officer
Thomas M. Sauve	45	Director/Chief Executive Officer

Executive officers of the Company are appointed by our board of directors and serve at the pleasure of the board of directors.

Kirk P. Taylor, CPA, Chief Financial Officer, has over 18 years of financial, accounting and tax structuring experience. After working in national public accounting firms, he has been the Chief Financial Officer of American Resources Corporation (Nasdaq: AREC) since 2015, leading the public process as well as integrations of 8 different acquisitions within the infrastructure and resource space. Mr. Taylor is also a founder and President of Land Betterment Corp, a benefit corporation, focused on positive environmental and social communities facing a changing industrial landscape.

Thomas M. Sauve, Chairman of the Board of Directors, Chief Executive Officer, has over 12 years leading and managing mining operations and over 15 years investing, restructuring and building businesses. Having managed the due diligence process and closing, staffing and ramp up of three acquisitions in twelve months, he has a history of successfully identifying mining operations that have the ability to meet the company’s model of cost cutting and efficiency. As President of American Resources Corporation (Nasdaq: AREC) since 2015, Mr. Sauve has successfully integrated 8 acquisitions into a streamlined operating model.

Julie Griffith, Director, has held leadership roles for the Indiana Innovation Institute. Within this role, she was able to highlight her strategic vision, rich background in government affairs, and business development and marketing experience. Before joining the Indiana Innovation Institute, Griffith served as the vice president of Public Affairs for Purdue University and worked with Duke Energy in a variety of roles, including vice president for Government Affairs and Foundation Relations. Before that she worked for the Texas-based energy company Spectra Energy and its predecessor companies. Griffith has an extensive background in marketing, business development, and government and regulatory affairs. She graduated from Ball State in 1979 with a Bachelor of Science degree in Political Science, and now serves on the Foundation board and the Dean's Advisory Council for the University's College of Sciences and Humanities. She has previously represented Ball State as a State House intern, London Center participant, Above & Beyond Campaign Development Committee member, Bold Campaign Regional Subcommittee member, Indianapolis Alumni Club board member, and a National Philanthropy Council member.

Gary T. Ehlebracht, Director, and has over 12 years of physical and financial commodity trading experience. He joined grain trading and merchandising firm Gavilon, LLC in 2008 where he spent over 10 years as a senior trader focused primarily on dairy commodities. In 2019 Mr. Ehlebracht joined Dairy Products Incorporated, a leading dairy trading firm, where he focuses on physical merchandising, financial risk management, global logistics and supply chain management working with some of the largest multinational food companies. We believe Mr. Ehlebracht is well qualified to serve as a director due to his over 20 years of commodities and agriculture experience.

Daniel J. Hasler, Director, is the founder and President of Hasler Ventures LLC, a company working to advance groundbreaking technologies by moving them to the public through collaborations with industry. For the previous 5 years, Mr. Hasler was President of Purdue Research Foundation. Previously, Mr. Hasler was the Secretary of Commerce for the State of Indiana and spent 31 years at Eli Lilly and Co., (NYSE: LLY) in a number of leadership positions including Vice President for Global Marketing. We believe Mr. Hasler is well qualified to serve as a director due to his over 40 years of university, government and public company experience.

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Number and Terms of Office of Officers and Directors

Our board of directors are divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, originally consisting of Mr. Taylor and Mr. Hasler expired at our first annual meeting of stockholders. The term of office of the second class of directors, originally consisting of Mr. Ehlebracht and Mr. Smid, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Mr. Jensen and Mr. Sauve, will expire at the third annual meeting of stockholders.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We expect that our board of directors will determine that Griffith, Ehlebracht, and Hasler are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

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Corporate Governance; Code of Conduct and Business Code of Ethics

Committees of the Board of Directors

Our board of directors will have three standing committees: an audit committee, a compensation committee, and a nomination committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee, compensation committee, and nomination committee of a listed company be comprised solely of independent directors. The composition and responsibilities of the three committees are described below.

Audit Committee

Julie Griffith, Gary Ehlebracht, and Daniel Hasler, serve as members of our audit committee, and Julie Griffith is chair the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Griffith, Ehlebracht, and Hasler, meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate, and our board of directors has determined that Julie Griffith qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Our audit committee charter, which details the principal functions of the audit committee, including:

	·	the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

	·	pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

	·	setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

	·	setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

	·	obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

	·	reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

	·	reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

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Compensation Committee

Julie Griffith, Gary Ehlebracht, and Daniel Hasler serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. All of our members are independent and Mr. Ehlebracht is chair the compensation committee.

Our compensation committee charter, details the principal functions of the compensation committee, including:

	·	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

	·	reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

	·	reviewing on an annual basis our executive compensation policies and plans;

	·	implementing and administering our incentive compensation equity-based remuneration plans;

	·	assisting management in complying with our proxy statement and annual report disclosure requirements;

	·	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

	·	if required, producing a report on executive compensation to be included in our annual proxy statement; and

	·	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to American Resources Corporation, an affiliate of our sponsor, of $10,000 per month, for up to 12 months, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

Julie Griffith, Gary Ehlebracht, and Daniel Hasler serve as members of our nomination committee. Under the Nasdaq listing standards and applicable SEC rules, we are not required to have this committee. All of our members are independent and Mr. Hasler is chair the nomination committee. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

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Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement of which this prospectus is a part. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We will disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Subject to pre-existing fiduciary or contractual duties as described below, our officers and directors have agreed to present any business opportunities presented to them in their capacity as a director or officer of our company to us. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

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Potential investors should also be aware of the following other potential conflicts of interest:

	·	None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

	·	In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

	·	Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 12 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the placement warrants held in the trust account will be used to fund the redemption of our public shares, and the placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier to occur of: (A) six months after the completion of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination. With certain limited exceptions, the placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

	·	Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

	·	Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement warrants.

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

	·	the corporation could financially undertake the opportunity;

	·	the opportunity is within the corporation’s line of business; and

	·	it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

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Table of Committees and participating directors

	Audit Committee	Nominating Committee	Compensation Committee

Julie Griffith	X (Chairwoman)	X	X
Gary Ehlebracht	X	X	X (Chairman)
Daniel Hasler	X	X (Chairman)	X
Thomas M. Sauve

Stockholder Nominations

Stockholders who would like to propose a candidate to serve on our board of directors may do so by submitting the candidate’s name, resume and biographical information to the attention of our corporate secretary. All proposals for nomination received by the corporate secretary will be presented to the committee for appropriate consideration. It is the policy of the compensation committee to consider director candidates recommended by stockholders who appear to be qualified to serve on our board of directors. The compensation committee may choose not to consider an unsolicited recommendation if no vacancy exists on our board of directors and the compensation committee does not perceive a need to increase the size of our board of directors. In order to avoid the unnecessary use of the compensation committee’s resources, the compensation committee will consider only those director candidates recommended in accordance with the procedures set forth below. To submit a recommendation of a director candidate to the compensation committee, a stockholder should submit the following information in writing, addressed to the corporate secretary of the Company at our main office:

●	the name and address of the person recommended as a director candidate;

●	all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;

●	the written consent of the person being recommended as a director candidate to be named in the proxy statement as a nominee and to serve as a director if elected;

●

as to the person making the recommendation, the name and address, as they appear on our books, of such person, and number of shares of our common stock owned by such person; provided, however, that if the person is not a registered holder of our common stock, the person should submit his or her name and address along with a current written statement from the record holder of the shares that reflects the recommending person’s beneficial ownership of our common stock; and

●	a statement disclosing whether the person making the recommendation is acting with or on behalf of any other person and, if applicable, the identity of such person.

Delinquent Section 16(a) Reports

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(d) of the Securities Exchange Act of 1934 during the year ended December 31, 2023 and Forms 5 and amendments thereto furnished to us with respect to the year ended December 31, 2023, as well as any written representation from a reporting person that no Form 5 is required, we are not aware that any officer, director or 10% or greater stockholder failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Securities Exchange Act of 1934 during the year ended December 31, 2023.

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ITEM 11. EXECUTIVE COMPENSATION.

Executive Officer and Director Compensation

Overview

As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have opted to comply with the scaled disclosure requirements applicable to emerging growth companies.

The named executive officer and director compensation described in this section discusses our 2022 compensation programs. This discussion may contain forward-looking statements that are based on the Company’s current plans, considerations, expectations and determinations regarding future compensation programs.

Executive and Director Compensation

The Company’s Board of Directors, with input from our Chief Executive Officer, has historically determined the compensation for our named executive officers. Our named executive officers for the fiscal year ended December 31, 2023, which consist of our principal executive officer and the next two most highly compensated executive officers who were serving as executive officers as of December 31, 2023, are:

	·	Thomas Sauve, Chief Executive Officer; and

	·	Kirk Taylor, Chief Financial Officer

Summary Compensation Table

The following table sets forth information concerning the annual and long-term compensation of our executive officers and directors for services rendered in all capacities to us during the last completed fiscal year. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” We also have included below a table regarding compensation paid to our directors who served during the last completed fiscal year.

(a)		(b)		(c)	(d)	(e)	(f)	(g)	(h)
Name and principal position		Fees Earned or Paid in Cash ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified deferred compensation earnings ($)	All Other Compensation ($)	Total ($)
Mark C. Jensen, Chief Executive Officer, Chairman ⁽¹⁾	2023	-0-		-0-	-0-	-0-	-0-	-0-	-0-
	2022	-0-		-0-	-0-	-0-	-0-	-0-	-0-

Thomas M. Sauve, Chief Executive Officer, Director ⁽²⁾	2023	$	150,000	-0-	-0-	-0-	-0-	-0-	$	150,000
	2022	$	75,000	-0-	-0-	-0-	-0-	-0-	$	75,000

Kirk P. Taylor, Chief Financial Officer	2023	-0-		-0-	-0-	-0-	-0-	-0-	-0-
	2022	-0-		-0-	-0-	-0-	-0-	-0-	-0-

Daniel Hasler, Director	2023	-0-		-0-	-0-	-0-	-0-	-0-	-0-
	2022	-0-		-0-	-0-	-0-	-0-	-0-	-0-

Gary Ehlebracht, Director	2023	-0-		-0-	-0-	-0-	-0-	-0-	-0-
	2022	-0-		-0-	-0-	-0-	-0-	-0-	-0-

Julie Griffith, Director ⁽³⁾	2023	-0-		-0-	-0-	-0-	-0-	-0-	-0-
	2022	-0-		-0-	-0-	-0-	-0-	-0-	-0-

Edward Smid, Director ⁽¹⁾	2023	-0-		-0-	-0-	-0-	-0-	-0-	-0-
	2022	-0-		-0-	-0-	-0-	-0-	-0-	-0-

(1)	Resigned on October 31, 2023 from the Company as part of the Business Combination.

(2)	Director of the Company prior to October 31, 2023; was appointed as Chairman on October 31, 2023 as part of the Business Combination.

(3)	Appointed as Director of the Company on October 31, 2023 as part of the Business Combination.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

At December 31, 2023, we had 14,270,761 shares of common stock issued and outstanding. Voting power represents the voting power of common stock owned beneficially by such person. On all matters to be voted upon, the holders of the common stock vote together as a single class. Except as otherwise set forth below, the following table sets forth information known to us as of December 31, 2023 relating to the beneficial ownership of shares of our common stock by:

●	each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock;
●	each director and nominee;
●	each named executive officer; and
●	all named executive officers and directors as a group.

Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of 12115 Visionary Way, Suite 174, Fishers IN 40638. We believe that all persons, unless otherwise noted, named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them. Under securities laws, a person is considered to be the beneficial owner of securities owned by him or her (or certain persons whose ownership is attributed to him or her) and that can be acquired by him or her within 60 days from December 31, 2021, including upon the exercise of options, warrants or convertible securities. We determine a beneficial owner’s percentage ownership by assuming that options, warrants or convertible securities that are held by him or her, but not those held by any other person, and which are exercisable within 60 days of the that date, have been exercised or converted.

Name and Address of Beneficial Owner⁽¹⁾⁽²⁾	Number of Shares Beneficially Owned		%
*Directors and Named Executive Officers of the Company*
Thomas Sauve, Chief Executive Officer and Chairman of the Board of Directors⁽³⁾		1,167,208		8.18	%
Kirk Taylor, Chief Financial Officer⁽⁴⁾		1,420,108		9.95	%
Daniel Hasler, Independent Director	-0-		*		%
Julie Griffith, Independent Director	-0-		*		%
Gary Ehlebracht, Independent Director	-0-		*		%
Edward Smid, Independent Director	-0-		*		%
All Directors and Executive Officers of the Company as a Group (5 Individuals)		2,587,316		18.13	%

*Five Percent Holders*
White River Holdings LLC⁽⁵⁾		1,104,739		7.74	%
Homewood Holdings LLC⁽⁶⁾		1,052,377		7.37	%
Midwest General Investment Company LLC⁽⁷⁾		995,953		6.98	%
Maxpro Invest Holdings LLC⁽⁸⁾		943,842		6.61	%
White River Ventures LLC⁽⁹⁾		855,196		5.99	%

*	Less than one percent.
(1)	Unless otherwise noted, the business address of each of the following individuals is c/o Royalty Management Holding Corporation, 12115 Visionary Way, Suite 174, Fishers, IN 46038.
(2)	Excludes shares issuable pursuant to any warrants outstanding.
(3)	Owned through First Frontier Capital LLC, of which Thomas Sauve is manager and a beneficial owner.
(4)	Owned through Liberty Hill Capital Management LLC, of which Kirk Taylor is manager and a beneficial owner.
(5)	Managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination.
(6)	Beneficial owner is Mark LaVerghetta.
(7)	Manager of entity is Mark Jensen. Entity is owned by trust which certain members of the Sauve family are beneficiaries.
(8)	Manager of the entity is Ferrox Holdings CEO, Terry Duffy
(9)	Manager of entity is Thomas Sauve. Entity is owned by trust which certain members of the Jensen family are beneficiaries.

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Our initial shareholders beneficially own approximately 20% of the issued and outstanding shares of common stock and will have the right to appoint all of our directors prior to the completion of our initial business combination. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to the completion of our initial business combination. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated certificate of incorporation and bylaws and approval of significant corporate transactions including our initial business combination.

Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our Initial Public Offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our Class A shares of common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A shares of common stock or pre-initial business combination activity. Further, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased during or after our Initial Public Offering in favor of our initial business combination.

Our sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.

Changes in Control.

None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Related Party Transactions

Land Resources & Royalties LLC / Wabash Enterprises LLC

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. As of December 31, 2023, the Company had 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 and its subsidiaries, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.

Westside Advisors LLC

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T Squared Partners LP

White River Holdings LLC

First Frontier Capital LLC

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant (“Working Capital Loans”). During the year ended December 31, 2022, no amount was advanced and as of December 31, 2022, $0 is outstanding. The advance bears no interest rate.

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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. As of December 31, 2022 and October 31, 2023, the effective date of the business combination and termination of the services agreement, $120,000 and $0, respectively 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. as of As of December 31, 2022 and 2021, $239,825 and $0 is due to the Sponsor respectively.

Director Independence

Each of Julie Griffith, Daniel Hasler, and Gary Ehlebracht, the directors of the Company at December 31, 2023, are independent directors as defined by the NASDAQ Company Guide.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

B.F. Borgers CPA, PC (PCAOB ID: 5041), services as the Company’s independent registered public accounting firm.

The following is a summary of fees paid or to be paid to B.F. Borgers CPA, PC, or B.F. Borgers, for services rendered for the period from January 1, 2023 through December 31, 2023.

	2023		2022
Audit Fees	$	46,000		30,000
Audit-Related Fees	$	-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	42,500		30,000

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

Tax Fees — This category consists of professional services rendered for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:

(1) The following Financial Statements are included in this Annual Report on Form 10-K in Item 8:

		Page
FINANCIAL STATEMENTS

Balance Sheet		F-2

Statement of Operations		F-3

Statement of Changes Stockholders' Equity		F-4

Statement of Cash Flows		F-5

Schedules not listed above are omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements or the notes thereto.

(2) Financial Statement Schedules:

None.

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(3) Exhibits:

Exhibit Number		Description
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 ⁽¹⁾		Warrant Agreement, dated March 17, 2021, by and between Registrant and Continental Stock Transfer & Trust Company, LLC
10.1 ⁽²⁾		Letter Agreement, dated March 17, 2021, by and among Registrant and its officers, directors, and Sponsors
10.2 ⁽²⁾		Investment Management Trust Agreement, dated March 17, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC
10.3 ⁽²⁾		Registration Rights Agreement, dated March 17, 2021, by and among the Registrant and certain security holders
10.4 ⁽²⁾		Administrative Support Agreement, dated March 17, 2021, by and between the Registrant and the American Resources Corporation
10.5 ⁽²⁾		Private Placement Warrants Subscription Agreement, dated March 17, 2021, by and between the Registrant and the Sponsor
10.6 ⁽²⁾		Representative Share Purchase Letter Agreement, dated March 16, 2021, by and between Registrant, Kingswood Capital Markets, divisions of Benchmark Investments Inc., and certain designees
10.7⁽¹⁾		Promissory Note issued to Sponsor
10.8 ⁽¹⁾		Form of Indemnity Agreement
10.9 ⁽¹⁾		Form of Securities Subscription Agreement between the Registrant and American Opportunity Ventures LLC
14 ⁽¹⁾		Form of Code of Ethics
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
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 annual report on Form 10-K for the period ended December 31, 2023, formatted in Inline XBRL (included in Exhibit 101 attachments).

* Filed herewith

** Furnished herewith

(1) Previously filed as an exhibit to our Form S-1, dated February 2, 2021, as amended, and incorporated by reference herein.

(2) Previously filed as an exhibit to our Current Report on Form 8-K filed on March 23, 2021, and incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ROYALTY MANAGEMENT HOLDING CORPORATION

Date: December 4, 2024	By:	/s/ Thomas M. Sauve
		Thomas M. Sauve, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the dates indicated.

Signature	Title	Date

/s/ Julie Griffith	Director	December 4, 2024
Julie Griffith

/s/ Roy Smith	Director	December 4, 2024
Roy Smith

/s/ Benjamin Wrightsman	Director	December 4, 2024
Benjamin Wrightsman

/s/ Thomas M. Sauve	Chief Executive Officer/ Director (Principal Executive Officer and the	December 4, 2024
Thomas M. Sauve	Registrant’s authorized signatory in the United Sates)

/s/ Kirk P. Taylor	Chief Financial Officer	December 4, 2024
Kirk P. Taylor	(Principal Financial and Accounting Officer)

nullnullnullnull

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Dec. 04, 2024	Jun. 30, 2023
Document Information Line Items
Entity Registrant Name	ROYALTY MANAGEMENT HOLDING CORPORATION
Entity Central Index Key	0001843656
Document Type	10-K/A
Amendment Flag	true
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		14,932,918
Entity Public Float			$ 15,704,984
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	001-40233
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	86-1599759
Entity Address Address Line 1	12115 Visionary Way
Entity Address Address Line 2	Unit 174
Entity Address City Or Town	Fishers
Entity Address State Or Province	IN
Entity Address Postal Zip Code	46038
City Area Code	317
Amendment Description	Royalty Management Holding Corporation is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed with the U.S. Securities and Exchange Commission on April 16, 2024, primarily for the purpose of correcting the accounting treatment and disclosures for the effects of our historical operations as well as expanded and additional disclosures in Item 2. Except as set forth above and for updated certifications and signature page, the information herein speaks only as of the original filing date and no further updates have been made.
Icfr Auditor Attestation Flag	false
Auditor Name	CM3 Advisory
Auditor Location	San Diego, California
Local Phone Number	855-9926
Entity Interactive Data Current	Yes
Auditor Firm Id	6866
Common Stock [Member]
Document Information Line Items
Security 12b Title	Common stock par value $0.0001 per share
Trading Symbol	RMCO
Security Exchange Name	NASDAQ
Redeemable Warrants [Member]
Document Information Line Items
Security 12b Title	Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Trading Symbol	RMCOW
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 195,486	$ 433,343
Accounts Receivable	70,323	71,540
Interest Receivable	124,727	22,894
Fee Income Receivable	309,787	51,490
Total Current Assets	700,322	579,267
Investments in Corporations and LLCs	10,230,434	10,217,287
Convertible Notes Receivable	1,400,000	600,000
Notes Receivable	235,267	235,267
Intangible Assets, Net	1,904,745	2,011,656
Restricted Cash	176,800	176,800
Tools, Machinery & Equipment, Net	5,417	7,003
Operating Lease Right-Of-Use Assets	387,138	143,833
Total Non-Current Assets	14,339,801	13,391,845
TOTAL ASSETS	15,040,122	13,971,112
CURRENT LIABILITIES
Accounts Payable - Related Party	381,243	0
Accounts Payable	96,071	0
Current Portion of Operating Lease Liabilities, Net	26,527	16,116
Current Portion of Notes Payable	20,000	24,000
Deferred Income	17,643	17,643
Accrued Expenses	818,645	489,272
Total Current Liabilities	1,360,129	547,031
Convertible Notes Payable, Net	0	2,187,512
Notes Payable - Related Party, Net	1,681,755	1,422,138
Operating Lease Liabilities, Net	359,738	124,580
Notes Payable	250,000	18,000
Fair Value Liability of Public Warrants	157,584	0
Fair Value Liability of Private Warrants	117,036	0
Total Non-Current Liabilities	2,566,113	3,752,231
TOTAL LIABILITIES	3,926,242	4,299,261
COMMITMENTS AND CONTINGENCIES (Note 18)	0	0
STOCKHOLDERS' EQUITY
Preferred Stock: $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding for 2023 and 2022	0	0
Class A Common Stock: $0.0001 par value; 100,000,000 shares authorized, 14,270,761 and 6,890,281 shares issued and outstanding for 2023 and 2022	1,427	68,903
Additional Paid-In Capital	9,766,604	12,369,697
Retained Earnings (Accumulated Deficit)	1,345,849	(2,766,749)
Total Stockholders' Equity	11,113,880	9,671,851
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 15,040,122	$ 13,971,112

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Issued	14,270,761	6,890,281
Common Stock, Shares Outstanding	14,270,761	6,890,281
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
Environmental Services	$ 202,723	$ 104,810
Fee Income	198,297	6,490
Rental Income	87,500	67,500
TOTAL REVENUE	488,519	178,800
Cost of Revenue	(16,594)	(4,667)
GROSS PROFIT	471,925	174,133
Amortization Expense Intangibles	(67,386)	(24,265)
Depreciation Expense	(1,586)	(925)
General and Administrative	(532,781)	(333,172)
Professional Fees	(136,322)	(95,787)
Impairment Loss	(39,525)	(2,000,000)
Total Operating Expenses	(777,599)	(2,454,149)
NET LOSS FROM OPERATIONS	(305,674)	(2,280,016)
OTHER INCOME (EXPENSE)
Interest Income	104,214	25,618
Income from Investment	13,147	141,943
Loss on Warrant Fair Value Adjustment	(223,798)	0
Other Income	13,567	125,000
Interest Expense	(715,101)	(722,717)
Total Other Expense	(807,971)	(430,156)
NET LOSS	$ (1,113,644)	$ (2,710,172)
Weighted Average Shares Outstanding, Basic and Diluted	14,270,761	6,890,281
Basic and Diluted Net Income Per Ordinary Share	$ (0.08)	$ (0.39)

STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2021		5,943,750
Balance, amount at Dec. 31, 2021	$ 29,967	$ 59,438	$ 27,107	$ (56,577)
Shares Issued for Services, shares		9,810
Shares Issued for Services, amount	63,750	$ 98	63,652
Common Shares Issued for Purchase of Membership Interest, shares		864,780
Common Shares Issued for Purchase of Membership Interest, amount	11,039,036	$ 8,648	11,030,388
Common Shares Issued for Conversion of Debt, shares		63,026
Common Shares Issued for Conversion of Debt, amount	409,669	$ 630	409,039
Common Shares Issued for Purchase of the Payment Rights, shares		8,915
Common Shares Issued for Purchase of the Payment Rights, amount	89,150	$ 89	89,061
Warrants Issued with Convertible Notes	750,451		750,451
Net Loss	(2,710,172)			(2,710,172)
Balance, shares at Dec. 31, 2022		6,890,281
Balance, amount at Dec. 31, 2022	9,671,851	$ 68,903	12,369,697	(2,766,749)
Shares Issued for Services, shares		770
Shares Issued for Services, amount	5,000	$ 8	4,992
Warrants Issued with Convertible Notes	30,770		30,770
Net Loss	(1,113,644)			(1,113,644)
Shares Forfeited for Services, shares		(3,080)
Shares Forfeited for Services, amount	0	$ (31)	31
Shares Issued in Connection with Warrant and Note Conversions, shares		539,736
Shares Issued in Connection with Warrant and Note Conversions, amount	2,949,774	$ 54	2,949,720
Shares Issued for Deferred Underwriter Fee, shares		350,000
Shares Issued for Deferred Underwriter Fee, amount	3,500,000	$ 35	3,499,965
Reverse Recapitalization on October 23,2023, shares		6,493,054
Reverse Recapitalization on October 23,2023, amount	(3,929,870)	$ (67,542)	(9,088,572)	5,226,243
Balance, shares at Dec. 31, 2023		14,270,761
Balance, amount at Dec. 31, 2023	$ 11,113,880	$ 1,427	$ 9,766,604	$ 1,345,849

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from Operating Activities:
Net Loss	$ (1,113,644)	$ (2,710,172)
Adjustments to Reconcile Net Loss to Net Cash (Used In) Provided By Operations
Amortization of Debt Discount	30,770	750,451
Amortization Expense of Right of Use Assets	2,264	(3,138)
Amortization of Intangibles	75,227	24,265
Depreciation	1,586	925
Issuance of Common Shares for Service	5,000	63,750
Impairment Loss on Intangible Asset	0	2,000,000
Fair Value Adjustment of Public Warrants	157,584	0
Fair Value Adjustment of Private Warrants	117,036	0
Changes in Operating Assets and Liabilities:
Accounts Receivable	1,218	(71,540)
Interest Receivable	(101,833)	(22,894)
Fee Income Receivable	(258,297)	(51,490)
Accounts Payable - Related Party	381,243	0
Accounts Payable	96,071	0
Deferred Income	0	17,643
Accrued Expenses	329,373	441,875
Net Cash (Used In) Provided by Operating Activities	(276,402)	439,675
Cash Flows from Investing Activities
Investments in Corporations and LLCs	(13,147)	(516,943)
Investments in Convertible Notes Receivable	(800,000)	(600,000)
Withdrawal (Investments) in Notes Receivable	100,000	(235,267)
Purchases of Tools, Machinery & Equipment	0	(7,928)
Purchases of Intangible Assets	(68,317)	(1,946,770)
Net Cash Used in Investing Activities	(781,464)	(3,306,908)
Cash Flows from Financing Activities
Proceeds from Reverse Capitalization	(3,929,870)	0
Proceeds from Deferred Underwriter Fee	3,500,000	0
Proceeds from Notes Payable	228,000	42,000
Proceeds from Issuance of Convertible Notes	259,617	1,247,864
Proceeds from Convertible Note Conversion	762,262	2,187,512
Net Cash Provided by Financing Activities	820,008	3,477,376
Net Change in Cash	(237,857)	610,143
Cash - Beginning of Year	610,143	0
Cash - End of Year	372,286	610,143
Supplemental Information
Discount on Convertible Notes	30,770	750,451
Notes Receivable	(100,000)	0
Intangible Assets	100,000	0
Acquisition of Right of Use Assets for Lease Obligations	0	186,636
Issuance of Common Shares for Purchase of Membership Interest	0	9,498,705
Issuance of Common Shares for Conversion of Debt	0	630
Cash Paid for Interest	0	0
Cash Paid for Taxes	$ 0	$ 0

NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2023

NATURE OF OPERATIONS

NATURE OF OPERATIONS

NOTE 1 - NATURE OF OPERATIONS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

Use of Estimates

Net Income Per Share

Related Party Policies

Cash Equivalents and Concentration of Cash Balance

Restricted Cash

	December 31,		December 31,
	2023		2022
Cash	$	195,486	$	433,343
Restricted Cash		176,800		176,800
Total cash and restricted cash presented in the statement of cash flows	$	372,286	$	610,143

Allowance for Credit Losses

Beneficial Conversion Features of Convertible Securities

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.

Revenue Recognition

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

	December 31,		December 31,
	2023		2022
Environmental Services	$	202,723	$	104,810
Fee Income		198,297		6,490
Rental Income		87,500		67,500
Total Revenue		488,519		178,800

Interest Income from Interest Bearing Accounts		2,381		2,724
Notes Receivable Interest Income		101,833		22,894
Income from Investment		13,147		141,943
Other Income		13,567		-
		130,928		167,562

Derivative Financial Instruments

Warrant Liability

Income Taxes

The provision for income taxes was deemed to be de minimis for the years ending December 31, 2023 and 2022.

Recently Issued Accounting Pronouncements

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.

Going Concern

BUSINESS COMBINATION

12 Months Ended

Dec. 31, 2023

BUSINESS COMBINATION

BUSINESS COMBINATION

NOTE 3 – BUSINESS COMBINATION

All Round A Convertible Debt notes, accrued interest, and warrants were converted into 539,736 shares of Class A Common Stock of RMCO at the date of Business Combination.

Legacy Royalty shareholders of stock were exchange those shares for RMCO shares at a rate of 1 private company share for 1.5 shares of public company shares.

INVESTMENTS IN CORPORATIONS AND LLCS

12 Months Ended

Dec. 31, 2023

INVESTMENTS IN CORPORATIONS AND LLCS

INVESTMENTS IN CORPORATIONS AND LLCS

NOTE 4 – INVESTMENTS IN CORPORATIONS AND LLCS

Investments in corporations and limited liability companies as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022

FUB Mineral LLC	$	606,729	$	593,582
Ferrox Holdings Ltd.		9,623,705		9,623,705
Total Investments in Corporations and LLCs	$	10,230,434	$	10,217,287

FUB Mineral LLC

Ferrox Holdings Ltd.

CONVERTIBLE NOTES RECEIVABLE

12 Months Ended

Dec. 31, 2023

CONVERTIBLE NOTES RECEIVABLE

CONVERTIBLE NOTES RECEIVABLE

NOTE 5 – CONVERTIBLE NOTES RECEIVABLE

Convertible notes receivable as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022

Heart Water Inc.	$	750,000	$	100,000
Ferrox Holdings Ltd.		250,000		250,000
Advanced Magnetic Lab, Inc.		400,000		250,000
Total Convertible Notes Receivable	$	1,400,000	$	600,000

Heart Water Inc.

Ferrox Holdings Ltd.

Advanced Magnetic Lab, Inc.

NOTES RECEIVABLE

12 Months Ended

Dec. 31, 2023

NOTES RECEIVABLE

NOTES RECEIVABLE

NOTE 6 – NOTES RECEIVABLE

Notes receivable as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022
McCoy Elkhorn Coal LLC	$	135,267	$	135,267
American Resources Corporation		100,000		100,000
Total Notes Receivable	$	235,267	$	235,267

McCoy Elkhorn Coal LLC

American Resources Corporation

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 7 – INTANGIBLE ASSETS

Intangible assets as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023			December 31, 2022

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
Energy Technologies Inc		-			52,700
Less: Accumulated Amortization		(78,475	)		(24,265	)
Total Intangible Assets	$	1,904,745		$	2,011,656

Amortization expense - Intangible Assets totaled $67,386 and $24,265 for the years ended December 31, 2023 and 2022, respectively.

Land Betterment Exchange (LBX)

Mining Permit Package

MC Mining

Coking Coal Leasing LLC

RMC Environmental Services LLC

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

Energy Technologies Inc

As of December 31, 2023, future amortization expense are as follows:

2024			56,846
2025			56,846
2026			56,846
2027			41,846
2028 and Thereafter			152,032
			364,414

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2023

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 8 – 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.

There was no impairment loss recognized during the periods ending December 31, 2023 and 2022, respectively.

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

At December 31, 2023 and 2022, property and equipment were comprised of the following:

	December 31, 2023			December 31, 2022

Tools, Machinery & Equipment	$	7,928		$	7,928
Less: Accumulated Depreciation		(2,511	)		(925	)
Total Property and Equipment, Net	$	5,417		$	7,003

Depreciation expense amounted to $1,586 and $925 for the years ended December 31, 2023, and 2022, respectively.

The estimated useful lives are as follows:

Tools, Machinery & Equipment

5 Years

LEASES

12 Months Ended

Dec. 31, 2023

LEASES

LEASES

NOTE 9 – LEASES

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 components of lease expense included on the Company’s statements of operations were as follows:

		For the Years Ended December 31,
	Expense Classification	2023		2022
Operating lease expense:
Amortization of ROU Asset	General and Administrative	$	30,128	$	4,285
Accretion of Operating Lease Liability	General and Administrative		39,401		7,130
Total Operating Lease Expense		$	69,529	$	11,414

Other information related to leases is as follows:	As of			As of
	December 31,			December 31,
	2023			2022

Weighted-Average Remaining Lease Term: Operating Leases (in Years)		3.13			4.75

Weighted-Average Discount Rate: Operating Leases		10.00	%		10.00	%

The future minimum lease payments required under leases as of December 31, 2023 were as follows:

2024			45,492
2025			69,492
2026			69,492
2027			69,492
2028 and Thereafter			460,214
			714,182

ROUND A CONVERTIBLE DEBT

12 Months Ended

Dec. 31, 2023

ROUND A CONVERTIBLE DEBT

ROUND A CONVERTIBLE DEBT

NOTE 10 – ROUND A CONVERTIBLE DEBT

As of December 31, 2023 and 2022, the amount outstanding under the Round A Convertible Debt amounted to:

	December 31, 2023		December 31, 2022

Gross Principal Value of Convertible Notes – Related Party	$	-	$	370,000
Gross Principal Value of Convertible Notes – Non-Related Party		-		1,959,150
Unamortized Loan Discounts		-		(141,638	)
Total Convertible Notes Payable, Net	$	-	$	2,187,512

NOTE PAYABLE - RELATED PARTY

12 Months Ended

Dec. 31, 2023

NOTE PAYABLE - RELATED PARTY

NOTE PAYABLE - RELATED PARTY

NOTE 11 –NOTE PAYABLE - RELATED PARTY

As of December 31, 2023 and 2022, the amount outstanding of non-convertible Note Payable to related parties amounted to:

	December 31, 2023		December 31, 2022

Gross Principal Value of Note Payable – Related Party	$	1,681,755	$	1,681,755
Unamortized Loan Discounts		-		(259,617	)
Total Note Payable – Related Party, Net	$	1,681,755	$	1,422,138

NOTES PAYABLE

12 Months Ended

Dec. 31, 2023

NOTES PAYABLE

NOTE PAYABLE

NOTE 12 –NOTES PAYABLE

As of December 31, 2023 and 2022, the amount outstanding of non-convertible note payable amounted to:

	December 31, 2023		December 31, 2022

MC Mining Note Payable	$	20,000	$	42,000
Notes Payable – Round B		250,000		-
Total Notes Payable – Related Party, Net	$	270,000	$	42,000

As of December 31, 2023, remaining maturities of notes payable were as follows:

2024			20,000
2025			250,000
2026			-
2027			-
2028 and thereafter			-
			270,000

MC Mining

Notes Payable – Round B

SHAREHOLDERS EQUITY

12 Months Ended

Dec. 31, 2023

SHAREHOLDERS EQUITY

STOCKHOLDERS' EQUITY

NOTE 13: STOCKHOLDERS’ EQUITY

Representative Shares

Founder Shares

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 14: RELATED PARTY TRANSACTIONS

Land Resources & Royalties LLC / Wabash Enterprises LLC

Land Betterment Corporation

American Resources Corporation

Westside Advisors LLC

T Squared Partners LP

White River Holdings LLC

First Frontier Capital LLC

Related Party Loans

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. As of December 31, 2022 and October 31, 2023, the effective date of the business combination and termination of the services agreement, $220,000 and $120,000, respectively is accrued and owed under this agreement.

Promissory Note — Related Party

INCOME TAXES

12 Months Ended

Dec. 31, 2023

INCOME TAXES

INCOME TAXES

NOTE 15: INCOME TAXES

WARRANTS

12 Months Ended

Dec. 31, 2023

WARRANTS

WARRANTS

NOTE 16: WARRANTS

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

●

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 17: FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Description	Level		December 31, 2023		December 31, 2022
Liabilities:
Warrant Liability – Public Warrants		3		157,584		-
Warrant Liability – Private Warrants		3		117,036		-

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

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 18: COMMITMENTS AND CONTINGENCIES

Right of First Refusal

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS