Royalty Management Holding Corp
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001477932-25-002151
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001477932-26-001737
Item 7. 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 29 previous paragraphs and 29 current paragraphs.
19 unchanged; 8 reworded; 2 added; 2 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 (2)
Current report
Total Operating Expenses for the year ended December 31, 2025 and 2024 were $1,098,394 and $1,096,748, respectively. Operating expenses remained stabled during these two years.
Current report
Total Liabilities as of December 31, 2025 and 2024 amounted to $2,966,716 and $1,414,940, respectively. The increase in liabilities was primarily due to an increase in accounts payable.
Removed paragraphs (2)
Previous report
Total Operating Expenses for the year ended December 31, 2024 and 2023 were $1,096,748 and $777,600, respectively. The main reason for the increase to operating expenses were due to additional public company listing fees in addition to professional fees to keep the company compliant.
Previous report
Total Liabilities as of December 31, 2024 and 2023 amounted to $1,414,940 and $3,926,243, respectively. The primary driver for the decrease in liability balance was the conversions of accrued wages and notes payable to preferred stock shares. See Note 12 for additional information.
Reworded paragraphs (8)
Previous wording
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, 2024 and our capital resources and liquidity as of December 31, 2024. 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.
Current wording
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, 2025 and our capital resources and liquidity as of December 31, 2025. Use of the terms “RMHC,” the “Company,” “we,” “us” and “our” in this discussion refer to Royalty Management Holding Corporation and its subsidiaries. Our fiscal year begins on January 1 and ends on December 31. We analyze the results of our operations for the last year, including the trends in the overall business followed by a discussion of our cash flows and liquidity, our credit facility, and contractual commitments. We then provide a review of the critical accounting judgments and estimates that we have made that we believe are most important to an understanding of our MD&A and our consolidated financial statements. We conclude our MD&A with information on recent accounting pronouncements which we adopted during the year, as well as those not yet adopted that are expected to have an impact on our financial accounting practices.
Previous wording
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. On March 20, 2025 we changed our state of incorporation from the State of Delaware to State of Florida.
Current wording
We were a blank check company incorporated in Delaware on January 20, 2021, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement units, our shares, debt or a combination of cash, shares and debt. We effectuated our business combination with Royalty Management Corporation (“RMC”) on October 31, 2023. On March 20, 2025 we changed our state of incorporation from the State of Delaware to State of Florida.
Previous wording
Revenues for the years ended December 31, 2024 and 2023 were $807,089 and $488,520, respectively. The increase is due to increased volume for our environmental services subsidiary.
Current wording
Revenues for the years ended December 31, 2025 and 2024 were $4,949,916 and $807,089, respectively. The increase is due to increased volume for our environmental services subsidiary. There was a new contract services agreement signed effective February 1, 2025. This new contract significantly increased the revenue for this subsidiary.
Previous wording
Total cost of revenues for the year ended December 31, 2024 and 2023 were $22,699 and $16,594, respectively. The increase is due to increased volume for our environmental services subsidiary.
Current wording
Total cost of revenues for the year ended December 31, 2025 and 2024 were $4,145,139 and $22,699, respectively. The increase is due to increased volume for our environmental services subsidiary. The significant increase in expense is also due to the new contract services agreement signed effective February 1, 2025.
Previous wording
Total Other Income and Expense for the year ended December 31, 2023 were other expense of $807,971. The increase was primarily due to a gain on fair value of warrants liabilities, an increase in interest income, and a decrease in interest expense due to all convertible notes being converted at time of business combination.
Current wording
Total Other Income and Expense for the year ended December 31, 2025 were other expense of $433,273. The change was primarily due to a loss on fair value of warrants liabilities, and a decrease in interest expense due to Round B Notes Payable being converted to common stock on September 1, 2025.
Previous wording
Total Assets as of December 31, 2024 and 2023 amounted to $15,040,664 and $15,040,123, respectively. The increase in assets was due to an increase in accounts and interest receivables.
Current wording
Total Assets as of December 31, 2025 and 2024 amounted to $16,652,523 and $15,040,664, respectively. The increase in assets was primarily due to an increase in accounts receivable associated with the new contract services agreement.
Previous wording
The Company’s primary use of positive cash flow has been to fund corporate holding and public company costs. As of December 31, 2024, the Company had retained earnings of $1,231,588. The Company has limited financial resources. As of December 31, 2024, the Company had a working capital deficit of $236,740, a cash balance of $114,138 and cash flow from operations totaling $690,443. Management believes that the Company has sufficient liquidity to meet its obligations through at least the first quarter of 2026. 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 11 to the Company’s consolidated financial statements for more information on its Debt Facilities.
Current wording
The Company’s primary use of positive cash flow has been to fund corporate holding and public company costs. As of December 31, 2025, the Company had retained earnings of $504,698. The Company has limited financial resources. As of December 31, 2025, the Company had positive working capital of $264,585, a cash balance of $133,064 and total positive cash flow for the year totaling $18,926. In order to execute on its investment and growth plans, the Company will likely be required to raise additional proceeds, through the issuance of equity or debt securities. While we anticipate generating sufficient cash from operations to meet our obligations and plans, if necessary, we can reduce investment expenditures or seek alternative financing to enhance our liquidity position.
Previous wording
The Company’s Sponsor agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company agreed to pay the Sponsor $10,000 per month for these services. At the date of business combination, the services agreement terminated. As of the year ended December 31, 2024, $120,000, is accrued and owed under this agreement.
Current wording
The Company’s Sponsor agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company agreed to pay the Sponsor $10,000 per month for these services. At the date of business combination, the services agreement terminated. As of the year ended December 31, 2024, $120,000, is accrued and owed under this agreement. On March 1, 2025, the Company and American Resources Corporation (“ARC”) negotiated the settlement of $381,243 which includes $120,000 for the Administrative Services Arrangement and $261,243 for the Promissory Note – Related Party. In this settlement, the Company issued ARC 381,243 shares of Series A Preferred Stock in the Company.