Royalty Management Holding Corp
For the period ended Mar 31, 2025. Filed May 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 14, 2025
RMCO$2.19+3.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-15.
0001477932-24-007289
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001477932-25-003701
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 32 previous paragraphs and 17 current paragraphs.
9 unchanged; 5 reworded; 3 added; 18 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
Our total operating revenues for the three months ended March 31, 2025 and 2024, were $923,223 and $162,100, respectively. The increase was primarily due to a new contractor services agreement signed by RMC Environmental Services with a new customer for environmental services personnel.
Current report
Total net income (loss) for the three months ended March 31, 2025 and 2024, $58,755 of net loss and $153,756 of net income, respectively.
Current report
The Company’s primary use of positive cash flow has been to fund corporate holding and public company costs. As of March 31, 2025, the Company had retained earnings of $1,172,833. The Company has limited financial resources. As of March 31, 2025, the Company has positive working capital of $126,669, a cash balance of $132,539 and positive total cash flow of $18,401. Management believes that the Company has sufficient liquidity to meet its obligations through the twelve months. In order to execute on its investment and growth plans, the Company will likely be required to raise additional proceeds, through the issuance of equity or debt securities. See Note 9 to the Company’s consolidated financial statements for more information on its Debt Facilities.
Removed paragraphs (18)
Previous report
Our total operating revenues for the three and nine months ended September 30, 2024, were $145,633 and 561,956, respectively and $122,816 and $354,685, respectively for the three and nine months ended September 30, 2023. The increase was primarily due to an increase in RMC Environmental Services additional volume.
Previous report
Total net loss for the three and nine months ended September 30, 2024, were $112,471 and $82,400, respectively and $251,324 and $804,303, respectively for the three and nine months ended September 30, 2023.
Previous report
Liquidity describes the ability of a company to generate sufficient cash flows in the short- and long-term to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, other commitments and contractual obligations. We consider liquidity in terms of cash flows from operations and other sources, including availability under our credit facility, and their sufficiency to fund our operating and investing activities. Historically, we have financed our operations and acquisitions from a combination of cash generated from operations and periodic borrowings under the convertible note as well as non-convertible note offerings. Our primary cash needs are for day-to- day operations, to fund working capital requirements, to fund our growth strategy, including acquisitions, and to pay interest and principal on our indebtedness. Royalty currently has no contractual and other arrangement cash requirements. We do not expect any issue with liquidity in the next 12 months.
Previous report
In connection with the completion of the Business Combination, as a result of the redemption of 253,807 shares of American Acquisition Opportunity Class A Common Stock, we only received $986,617 in proceeds from the trust account prior to expense at the Closing. Our ability to raise additional funds will depend on financial, economic and other factors, many of which are beyond its control. Royalty cannot be certain that additional funding will be available on acceptable terms, or at all. Royalty has limited committed sources of additional capital and if it is unable to raise additional capital in sufficient amounts or on terms acceptable to it, it may have to significantly delay, scale back or discontinue its intended growth.
Previous report
Capital Resources*.* Currently we have no commitments to utilize cash on hand other than investments that have already been completed. Our acquisition strategy and our interest expense in particular may require that we seek additional sources of equity or debt financing in future periods.
Previous report
***Class A Common Stock.***The Company is able to issue shares of Royalty Class A Common Stock for investments as well as services. As of September 30, 2024 and December 31, 2023 the Company has issued 14,932,918 and 14,270,761, respectively shares of Royalty Class A Common Stock for execution of Royalty’s business plan and services.
Previous report
Royalty’s ability to raise funds through the sale of equity capital is likely to be impacted by the significant number of shares of Class A Common Stock that were issued in the Business Combination. While our Class A Common Stock is listed for trading on the Nasdaq Capital Market, it is fairly thinly traded. Future sales of shares that have been registered may result in downward pressure on the stock price, thereby making it more difficult for us to raise additional equity capital without resulting in dilution to our existing stockholders.
Previous report
Convertible Notes.* *The Company has historically raised funds primarily through the issuance of convertible notes. The notes carried an interest rate of 10% and offered a conversion feature to common equity at $6.50 for each share. The Company may in the future utilize this structure to raise additional capital. All convertible notes were converted at the time of business combination, therefore the outstanding balance of the convertibles notes amounted to $0 at September 30, 2024 and December 31, 2023.
Previous report
Warrants*.* As of September 30, 2024, there are a total of 9,154,191 outstanding Warrants to purchase shares of our Class A Common Stock, each with a per share exercise price of $11.50. Upon exercise of any Warrants, we would receive the exercise price. The likelihood that holders of Warrants will exercise any Warrants is dependent upon the trading price of the Class A Common Stock. Until such time as the stock price for our Class A Common Stock exceeds $11.50, we do not anticipate there will be any exercises of the Warrants. As such, we do not consider the Warrants for purposes of budgeting our sources of cash.
Previous report
At September 30, 2024, cash and cash equivalents totaled $145,367.
Previous report
Common Stock Subject to Possible Redemption
Previous report
We account for our common stock subject to possible conversion in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets.
Previous report
Net Loss Per Common Share
Previous report
We apply the two-class method in calculating loss per share. Common stock subject to possible redemption which is not currently redeemable and is not redeemable at fair value, has been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net loss is adjusted for the portion of loss that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.
Previous report
Warrant Liability
Previous report
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.
Previous report
Recent Accounting Standards
Previous report
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed financial statements.
Reworded paragraphs (5)
Previous wording
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.
Current wording
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”). On March 20, 2025, the Company changed its state of incorporation from the State of Delaware to State of Florida. The Company’s business model is to invest or purchase assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets. These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies.
Previous wording
Our total cost of revenues for the three and nine months ended September 30, 2024, were $5,460 and 21,532, respectively and $3,420 and $8,860, respectively for the three and nine months ended September 30, 2023. The increase was primarily due to an increase in RMC Environmental Services additional volume.
Current wording
Our total cost of revenues for the three months ended March 31, 2025 and 2024, were $669,900 and $2,693, respectively. The increase is due to the contract with RMC Environmental services mentioned above.
Previous wording
Our total operating expenses for the three and nine months ended September 30, 2024, were $302,959 and 830,237, respectively and $186,532 and $556,292, respectively for the three and nine months ended September 30, 2023. The increase was primarily due to higher general & administrative expenses and professional fees.
Current wording
Total operating expenses for the three months ended March 31, 2025 and 2024, were $364,533 and $145,609, respectively. The increase was due to an increase in general and administrative expenses and professional fees. The increase to both is due to timing of audit and public company expenses.
Previous wording
Total other income and expenses for the three and nine months ended September 30, 2024, were $50,315 and 207,412, respectively and other loss of $184,189 and $593,836, respectively for the three and nine months ended September 30, 2023. The primary reasons for the increase were due to a positive gain on warrant fair value adjustment and less interest expense due to convertible debt being converted at time of business combination.
Current wording
Total other income and expenses for the three months ended March 31, 2025 and 2024, $52,455 and $139,958 of other income, respectively. The primary reasons for the decrease were due to a smaller gain on warrant fair value adjustment.
Previous wording
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Current wording
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Please refer to the Critical Accounting Policies and Estimates of the 2024 10-K as filed on March 28, 2025.