Royalty Management Holding Corp: Form 10-Q for the period ended Jun 30, 2026

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 31, 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 land and mining permits), patents, intellectual property, and emerging technologies.

35

Table of Contents

Results of Operations

Our total operating revenues for the three and six months ended June 30, 2026, were $1,831,814 and $3,467,969, respectively, and $1,327,181 and $2,250,405, respectively for the three and six months ended June 30, 2025. The increase is due to increased volume for our environmental services subsidiary. There was a new contract services agreement signed by RMC Environmental Services effective February 1, 2025. This new contract significantly increased the revenue for this subsidiary.

Our total cost of revenues for the three and six months ended June 30, 2026, were $1,678,936 and $3,106,384, respectively and $1,101,994 and $1,767,209, respectively for the three and six months ended June 30, 2025. 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, 2026, were $243,502 and $539,017, respectively and $273,334 and $642,554, respectively for the three and six months ended June 30, 2025. The decrease was due to a decrease in general and administrative expenses in both three and six month periods.

Total other income and expenses for the three months ended June 30, 2026 and 2025, were other income of $465,844 and other expenses of $1,381, respectively. Total other expenses and income for the six months ended June 30, 2026 and 2025, were other expenses of $99,706 and other income of $51,075, respectively. The primary reasons for the fluctuations were due to gains and losses on warrant fair value adjustment.

Total net income (loss) for the three and six months ended June 30, 2026, were net income of $375,220 and net loss of $277,138, respectively. Total net loss for the three and six months ended June 30, 2025, were $49,528 and $108,283, respectively.

Liquidity and Capital Resources

The Company’s primary use of positive cash flow has been to fund corporate holding and public company costs. As of June 30, 2026, the Company has positive working capital of $646,236, a cash balance of $275,916 and positive total cash flow of $124,052. Despite recurring losses, 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. While we anticipate generating sufficient cash flow from operations to meet our obligations and plans, if necessary, we can reduce investment expenditures or seek alternative financing to enhance our liquidity position.

Dividends

We paid dividends totaling $37,898 on April 10, 2026 ($0.0025 per share) for the Company’s first quarter 2026 dividend payment (for the three months ended March 31, 2026). 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. On March 27, 2026 the Board authorized the Company to continue the quarterly dividend for the periods June 30, 2026 and ending on June 30, 2027, and may continue to authorize additional dividend payments thereafter.

36

Table of Contents

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 2025 10-K as filed on March 30, 2026.

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, 2026, 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, 2026, 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 2026 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.

37

Table of Contents

Investments in our securities involve substantial risk. The occurrence of one or more of the events or circumstances described in the section of this report entitled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others, the following:

• RMHC has a relatively short operating history, which makes it difficult to evaluate the business and future prospects difficult and may increase the risk of your investment.
• Since its inception, all of RMHC’s revenues come from three sources. The loss of any one of these could results in a material adverse effect on RMHC.
• As a company with portfolio holdings in the mining industry, we face many particular and evolving risks associated with that industry.
• Our long-term results of operations are difficult to predict and depend on the continued growth of current and future royalty streams.
• The growth and success of our business depends on the continued contributions of our key executives, as well as our ability to attract and retain qualified personnel.
• Royalty’s management has limited experience in operating a public company.
• Royalty may issue additional shares of Common Stock or other equity securities without your approval which could dilute your ownership interests and depress the trading price of Company’s Common Stock.