Royalty Management Holding Corp: Form 10-Q for the period ended Jun 30, 2025

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Royalty Management Holding Corporation References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “shall,” “should,” “would and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov (http://www.sec.gov). Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

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.

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Results of Operations

Our total operating revenues for the three and six months ended June 30, 2025, were $1,327,182 and $2,250,405, respectively, and $254,223 and $416,323, respectively for the three and six months ended June 30, 2024. Our revenues are derived from income received from our various investments and the majority of the increase in revenue over the period was primarily due to additional business obtained through the Company’s wholly owned subsidiary, RMC Environmental Services LLC, which signed a new contractor services agreement with a new customer.

Our total cost of revenues for the three and six months ended June 30, 2025, were $1,101,994 and $1,767,209, respectively and $13,380 and $16,072, respectively for the three and six months ended June 30, 2024. The primary driver in this increase is the result of the new business contract with RMC Environmental services mentioned above.

Our total operating expenses for the three and six months ended June 30, 2025, were $273,335 and $642,554, respectively and $375,742 and $521,352, respectively for the three and six months ended June 30, 2024.There was a decrease to total operating expenses during the three months ended June 30, 2025 due to a decrease in professional fees. There was an increase in total operating expenses for the six months ended June 30, 2025 due to an increase in general and administrative expenses.

Total other expenses and income for the three months ended June 30, 2025 and 2024, were other expenses of $1,381 and other income of $17,138, respectively. Total other income for the six months ended June 30, 2025 and 2024, were $51,075 and $157,097, respectively. The primary reasons for the decrease were due to losses on warrant fair value adjustment.

Total net loss for the three and six months ended June 30, 2025, were $49,528 and $108,283, respectively. Total net (loss) income for the three and six months ended June 30, 2024, were $117,760 of net loss and $35,996 of net income, respectively.

Liquidity and Capital Resources

The Company’s primary use of positive cash flow has been to provide capital for new investments, increase investment into existing holdings of the Company, repurchase Company stock under the existing share repurchase program, pay our quarterly dividend of $0.025 per share, and fund corporate holding and public company costs. As of June 30, 2025, the Company had retained earnings of $1,123,305. While the Company may have limited financial resources, management believes it has sufficient liquidity to accomplish its primary uses of capital from cash flow. As of June 30, 2025, the Company has a cash balance of $146,728 and positive total cash flow of $32,589 for the six months ended June 30, 2025. 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.

Dividends

We paid dividends totaling $37,410 ($0.0025 per share) for the Company’s second quarter 2025 dividend payment (for the three months ended June 30, 2025). On January 30, 2025, our Board of Directors authorized the Company to pay a $0.01 per share dividend for the next four calendar quarters starting on June 30, 2025 and ending on June 30, 2026, and may continue to authorize additional dividend payments thereafter.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments, and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Critical Accounting Policies

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.

Because we are a smaller reporting company, we are not required to include any disclosure under this item.

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Evaluation of Disclosure Controls and Procedures

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief 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 U.S. GAAP.

With respect to the period ending June 30, 2025, 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 Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

Based upon our evaluation regarding the period ending June 30, 2025, the Company’s management, including its Chief Executive Office and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s insufficient number of staff performing accounting and reporting functions. Through the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures 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 a 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.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2025 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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