UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): ~~January~~March 2420, 2025

ROYALTY MANAGEMENT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-40233	86-1599759
Florida	001-40233	86-1599759
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

12115 Visionary Way, Suite 174, Fishers Indiana, 46038

(Address of principal executive offices)

(317) 855-9926

(Registrant’s telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See: General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☒

Item 35.~~01.~~03 ~~Notice~~Amendments to Articles of ~~Delisting~~Incorporation or ~~Failure~~Bylaws; toChange ~~Satisfy~~in aFiscal ~~Continued Listing Rule or Standard~~Year.

On ~~January~~March 2925, 2025, with an effective date of March 20, 2025, Royalty Management Holding Corporation (or the “Company”) ~~disclosed~~completed ~~that~~ the ~~Company~~change ~~had~~of ~~received a letter from Nasdaq Regulation (“Nasdaq”) indicating that~~ the Company’s ~~has~~state ~~not yet held an annual meeting~~ of ~~shareholders~~incorporation ~~within~~from ~~twelve~~the ~~months~~State of ~~the~~Delaware ~~end~~to of the ~~Company’s~~State ~~fiscal year end~~ of ~~December 31~~Florida, ~~2023,~~ as ~~required~~authorized by ~~Nasdaq~~the ~~Listing Rule 5620(a). The~~ Company’s ~~was~~Board ~~afforded~~of anDirectors ~~opportunity~~in toits ~~provide~~August ~~Nasdaq~~27, ~~with~~2024 aquarterly ~~proposal~~board ~~to cure the deficiency cited in their letter~~meeting.

OnItem ~~January 27, 2025, the Company provided a written letter to Nasdaq that included a proposed plan to regain compliance under their listing rules~~7. On01 ~~February~~Regulation ~~12,~~FD 2025, Nasdaq provided the Company with written notification that its staff has determined to grant the Company an extension until June 30, 2025 to regain compliance with Listing Rule 5620(a) pursuant to the Company’s proposed plan by, among other conditions, holding an annual meeting of shareholdersDisclosure.

~~The~~On March 27, 2025, the Company ~~fully~~issued ~~anticipates~~a ~~complying~~press ~~with~~release announcing the ~~requirements~~change of the ~~Nasdaq~~Company’s ~~under~~domicile from Delaware the Florida, a copy of which is furnished with this ~~letter~~Current ~~within~~Report ~~the~~on ~~time~~Form ~~period~~8-K ~~specified.~~as Exhibit 99.1.

This information is furnished pursuant to Item 97.01. ~~Financial~~“Regulation ~~Statements~~FD Disclosure,” and ~~Exhibits~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

~~The~~(d) ~~following exhibits are attached hereto and filed herewith.~~Exhibits

~~None~~The following exhibits are attached hereto and filed herewith.

Exhibit No.		Description
99.1		Press Release Dated March 27, 2025
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

~~SIGNATURES~~2

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

	Royalty Management Holding Corporation
Date: February 13, 2025	By	/s/ Thomas M. Sauve
		Thomas M. Sauve
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Royalty Management Holding Corporation

Date: March 27, 2025	By:	/s/ Thomas M. Sauve
		Thomas M. Sauve
		Chief Executive Officer

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